Common use of Financial Statements, Certificates and Information Clause in Contracts

Financial Statements, Certificates and Information. Borrower will deliver or cause to be delivered to Lender: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of Borrower, the unaudited balance sheet of each of Borrower, Owner and the Guarantors at the end of such year, and the related unaudited statement of income, statement of changes in capital and statement of cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of Borrower, Owner and by the Guarantors, respectively, that the information contained in such financial statements fairly presents the financial position of Borrower, Owner and the Guarantors, respectively, on the date thereof (subject to year end adjustments); (b) as soon as practicable, but in any event not later than thirty (30) days after the end of each month, (i) copies of the unaudited balance sheet of Borrower and Owner as at the end of such month, and the related unaudited statement of income for the portion of Borrower’s and Owner’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of Borrower and Owner that the information contained in such financial statements fairly presents the financial position of Borrower and Owner on the date thereof (subject to year end adjustments); (ii) an operating statement for the Project for such month and year to date; (iii) copies of Borrower’s and Owner’s bank statements for the Reserve Account and a summary describing any payments made from such account during the prior month; (iv) a current certified rent roll for the Project; and (v) after the last quarter of each year, a detailed statement of all income and expenses for the Project for such year; (c) as soon as practicable, but in any event not later than thirty (30) days after the end of each of the first three (3) fiscal quarters of Borrower and Owner copies of the unaudited balance sheets of Borrower and Owner as at the end of such quarter, and the related unaudited statement of income, statement of changes in capital and statement of cash flows for the portion of Borrower’s and Owner’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of Borrower and Owner, that the information contained in such financial statements fairly presents the financial position of Borrower and Owner on the date thereof (subject to year end adjustments); (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, a statement of all material contingent liabilities of Borrower, Owner and Guarantors which are not reflected in such financial statements or referred to in the notes thereto; (e) copies of all financial statements delivered to Mortgage Lender contemporaneously with the delivery thereof to Mortgage Lender; (f) evidence reasonably satisfactory to Lender of the timely payment of all real estate taxes for the Collateral Property; and (g) from time to time such other financial data and information as Lender may reasonably request.

Financial Statements, Certificates and Information. Borrower will deliver or cause to be delivered to Lender: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of Borrower, the unaudited balance sheet of each of Borrower, Owner Borrower and the Guarantors at the end of such year, and the related unaudited statement of income, statement of changes in capital and statement of cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of Borrower, Owner Borrower and by the Guarantors, respectively, that the information contained in such financial statements fairly presents the financial position of Borrower, Owner Borrower and the Guarantors, respectively, on the date thereof (subject to year end adjustments); (b) as soon as practicable, but in any event not later than thirty (30) days after the end of each month, (i) copies of the unaudited balance sheet of Borrower and Owner as at the end of such month, and the related unaudited statement of income for the portion of Borrower’s and Owner’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of Borrower and Owner that the information contained in such financial statements fairly presents the financial position of Borrower and Owner on the date thereof (subject to year end adjustments); (ii) an operating statement for the Project for such month and year to date; (iii) copies of Borrower’s and Owner’s bank statements for the Reserve Account and a summary describing any payments made from such account during the prior month; (iv) a current certified rent roll for the Project; and (v) after the last quarter of each year, a detailed statement of all income and expenses for the Project for such year; (c) as soon as practicable, but in any event not later than thirty (30) days after the end of each of the first three (3) fiscal quarters of Borrower and Owner Borrower, copies of the unaudited balance sheets of Borrower and Owner as at the end of such quarter, and the related unaudited statement of income, statement of changes in capital and statement of cash flows for the portion of Borrower’s and Owner’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of Borrower and OwnerBorrower, that the information contained in such financial statements fairly presents the financial position of Borrower and Owner on the date thereof (subject to year end adjustments); (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, a statement of all material contingent liabilities of Borrower, Owner Borrower and Guarantors which are not reflected in such financial statements or referred to in the notes thereto; (e) copies of all financial statements delivered to Mortgage Lender contemporaneously with the delivery thereof to Mortgage Lender; (f) evidence reasonably satisfactory to Lender of the timely payment of all real estate taxes for the Collateral Property; and (g) from time to time such other financial data and information as Lender may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to Lendereach of the Lenders: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the unaudited audited balance sheet sheets of each the Borrower and of Borrower, Owner and the Guarantors Company at the end of such year, and the related unaudited statement audited statements of income, statement of changes in capital operations and statement statements of cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, together with Generally Accepted Accounting Principles on a certification by consolidated basis including the principal financial or accounting officer of Borrower, Owner and by the Guarantors, respectively, that the information contained in such financial statements fairly presents the financial position of Borrower, Owner Borrower and the GuarantorsRelated Companies, respectivelyand accompanied by an auditor’s report prepared without qualification by Ernst & Young or by another “Big Four” accounting firm, on the date thereof (or, subject to year end adjustments)Agent’s approval granted or denied in its sole and absolute discretion, another certified public accounting firm of recognized national standing; (b) as soon as practicable, but in any event not later than thirty forty-five (3045) days after the end of each monthof the first three (3) fiscal quarters of the Borrower, (i) copies of the unaudited balance sheet sheets of the Borrower and Owner of the Company as at the end of such monthquarter, and the related unaudited statement statements of income operations for the portion of the Borrower’s and Owner’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGenerally Accepted Accounting Principles, together with a certification by the principal financial or accounting officer of Borrower and Owner the Company that the information contained in such financial statements fairly presents the financial position of the Borrower and Owner of the Company on the date thereof (subject to year year-end adjustments); provided, however, that for so long as the Borrower and the Company are filing form 10-Q with the SEC, the delivery of a copy thereof pursuant to paragraph (iie) an operating statement for the Project for such month and year of this §7.4 shall be deemed to date; satisfy this paragraph (iii) copies of Borrower’s and Owner’s bank statements for the Reserve Account and a summary describing any payments made from such account during the prior month; (iv) a current certified rent roll for the Project; and (v) after the last quarter of each year, a detailed statement of all income and expenses for the Project for such yearb); (c) as soon as practicable, but in any event not later than thirty forty-five (3045) days after the end of each of each of the first three (3) fiscal quarters of Borrower and Owner copies of the unaudited balance sheets of Borrower and Owner as at not later than ninety (90) days after the end of the last fiscal quarter of each fiscal year of the Borrower, copies of a statement of the Net Operating Income for such quarterfiscal quarter for the Unencumbered Assets, prepared on a basis consistent with the statements furnished pursuant to §6.4(c), and certified by a Responsible Officer of the related unaudited statement Company and, at the time of incomethe annual financial statements referred to in subsection (a) above, statement and at the time of changes quarterly financial statements referred to in capital and statement of cash flows for the portion of Borrower’s and Owner’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification subsection (b) above if requested by the principal financial or accounting officer of Borrower and OwnerAgent, that a consolidating statement setting forth the information contained in Net Operating Income for such financial statements fairly presents the financial position of Borrower and Owner on the date thereof (subject to year end adjustments)fiscal quarter for each Unencumbered Asset listed by address; (d) contemporaneously simultaneously with the delivery of the financial statements referred to in clause subsections (a) and (b) above, a statement of all material contingent liabilities of Borrower, Owner and Guarantors which are not reflected in such financial statements or referred to in the notes theretoform of Exhibit C hereto signed by a Responsible Officer of the Company (on behalf of the Borrower) and setting forth in reasonable detail computations evidencing compliance with the covenants contained herein and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Balance Sheet Date; (e) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Company, copies of all financial statements delivered to Mortgage Lender contemporaneously the Form 10-K statement filed with the delivery Securities and Exchange Commission (“SEC”) for such fiscal year, and as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter, copies of the Form 10-Q statement filed with the SEC for such fiscal quarter, provided that in either case if the SEC has granted an extension for the filing of such statements, Borrower shall deliver such statements to the Agent simultaneously with the filing thereof to Mortgage Lenderwith the SEC; (f) evidence reasonably satisfactory promptly following the filing or mailing thereof, copies of all other material of a financial nature filed with the SEC or sent to Lender the shareholders of the timely payment Company or to the limited partners of the Borrower and copies of all real estate taxes for corporate press releases promptly upon the Collateral Property; andissuance thereof; (g) from time to time such other financial data and information as Lender the Agent may reasonably request including, without limitation, financial statements of any Unconsolidated Entities; (h) from time to time such environmental assessment reports as to the Unencumbered Assets as the Agent may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to Lendereach of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the unaudited balance sheet of each of Borrower, Owner and the Guarantors Borrower as at the end of such year, and the related unaudited statement of income, statement of changes in capital income and statement of cash flows flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by, Ernst & Young, the Borrower's accountants or by other independent certified public accountants reasonably satisfactory to the Agent, together with a certification by written statement from such accountants to the principal financial effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or accounting officer Event of BorrowerDefault, Owner and by the Guarantorsor, respectively, that the information contained if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such financial statements fairly presents statement any such Default or Event of Default; provided that such accountants shall not be liable to the financial position Banks for failure to obtain knowledge of Borrower, Owner and the Guarantors, respectively, on the date thereof (subject to year end adjustments)any Default or Event of Default; (b) as soon as practicable, but in any event not later than thirty forty- five (3045) days after the end of each monthof the first three (3) fiscal quarters of the Borrower, (i) copies of the unaudited balance sheet of the Borrower and Owner as at the end of such monthquarter, and the related unaudited statement of income and statement of cash flow and statement of income and statement of cash flow for the portion of the Borrower’s and Owner’s 's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesprinciples applicable to interim financial information (which do not require the inclusion of footnotes and certain other information required under generally accepted accounting principles for complete financial statements), together with a certification by the principal financial or accounting officer of the Borrower and Owner that the information contained in such financial statements fairly presents the financial position of the Borrower and Owner on the date thereof (subject to year year-end audit and adjustments); (ii) an operating statement for the Project for such month and year to date; (iii) copies of Borrower’s and Owner’s bank statements for the Reserve Account and a summary describing any payments made from such account during the prior month; (iv) a current certified rent roll for the Project; and (v) after the last quarter of each year, a detailed statement of all income and expenses for the Project for such year; (c) as soon as practicable, but in any event not later than within thirty (30) days after the end of each of the first three (3) two months in each fiscal quarters of Borrower and Owner copies quarter of the Borrower, unaudited balance sheets monthly financial statements of the Borrower and Owner as at the end of for such quartermonth, and the related unaudited statement of income, statement of changes in capital and statement of cash flows for the portion of Borrower’s and Owner’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of Borrower and Owner, that the information contained in such financial statements fairly presents the financial position of Borrower and Owner on the date thereof (subject to year end adjustments)Borrower's customary format; (d) contemporaneously simultaneously with the delivery of the financial statements referred to in clause subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of all material contingent liabilities the Borrower in substantially the form of Borrower, Owner Exhibit E hereto and Guarantors which are not reflected setting forth in such financial statements or referred reasonable detail computations evidencing compliance with the covenants contained in 11 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the notes theretoBalance Sheet Date; (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial statements delivered to Mortgage Lender contemporaneously nature filed with the delivery thereof Securities and Exchange Commission or sent to Mortgage Lenderthe stockholders of the Borrower; (f) evidence reasonably satisfactory to Lender annually, promptly after receipt of the timely payment necessary information from the trustee and from the actuaries, a certificate setting forth the valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of such quarter), and of the actuarial methods and assumptions employed for that valuation, which certifies the aggregate benefit liabilities of all real estate taxes for such Guaranteed Pension Plans within the Collateral Propertymeaning of 4001 of ERISA and the aggregate value of the assets of all such Guaranteed Pension Plans; and (g) from on Tuesday of each calendar week with respect to the immediately preceding calendar week (except for inventory which shall be updated at the end of each two (2) week period (the first such period commencing on December 2, 1996)) or at such earlier time to time such other financial data and information as Lender the Banks may reasonably request., a Borrowing Base Report setting forth the Borrowing Base as at the end of such calendar week or other date so requested by the Banks;

Financial Statements, Certificates and Information. Borrower will deliver or cause Furnish to be delivered to Lenderthe Agent: (a) [Reserved]; (b) Commencing with the fiscal year ending December 31, 2004, as soon as practicablepracticable and, but in any event not later than ninety event, within one hundred twenty (90120) days after the end of each subsequent fiscal year (or, with respect to CAI, upon the request of Borrowerthe Agent, but only so long as CAI is subservicer of any of the unaudited balance sheet Containers) of each of CAI, the Parent Guarantor and the Borrower, Owner consolidated balance sheets of each of CAI, the Parent Guarantor, the Borrower and the Guarantors their Subsidiaries, as at the end of such fiscal year, and the related unaudited statement consolidated statements of income, statement of changes in capital and statement of cash flows and retained earnings of each of CAI, the Parent Guarantor, the Borrower and its Subsidiaries for such yearthe fiscal year then ended, each setting forth in comparative form the figures for the previous fiscal year and year, all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesprinciples consistently applied, together with a certification by accompanied by, in the principal financial or accounting officer case of Borrower, Owner and by the Guarantors, respectively, that the information contained in such financial statements fairly presents the financial position of Borrower, Owner CAI and the GuarantorsParent Guarantor, respectivelya report and opinion of KPMG LLP (or such other independent certified public accountants of nationally recognized standing as are reasonably acceptable to the Lenders), on the date thereof (subject to year end adjustments); (b) as soon as practicable, but in any event not later than thirty (30) days after the end of each month, (i) copies of the unaudited balance sheet of Borrower which report and Owner as at the end of such month, and the related unaudited statement of income for the portion of Borrower’s and Owner’s fiscal year then elapsed, all in reasonable detail and opinion shall have been prepared in accordance with generally accepted accounting principlesauditing standards and shall be unqualified as to "going concern" status, together scope of audit or conformity with a certification by the principal financial or accounting officer of Borrower and Owner that the information contained in such financial statements fairly presents the financial position of Borrower and Owner on the date thereof (subject to year end adjustments); (ii) an operating statement for the Project for such month and year to date; (iii) copies of Borrower’s and Owner’s bank statements for the Reserve Account and a summary describing any payments made from such account during the prior month; (iv) a current certified rent roll for the Project; and (v) after the last quarter of each year, a detailed statement of all income and expenses for the Project for such yearGAAP; (c) Commencing with the fiscal year ending December 31, 2004, as soon as practicablepracticable and, but in any event not later than thirty event, within sixty (3060) days after the end of each of the first three (3) fiscal quarters of Borrower and Owner copies in each fiscal year (or, with respect to CAI, upon the request of the unaudited Agent, but only so long as CAI is subservicer of any of the Containers) of CAI, the Parent Guarantor and the Borrower consolidated balance sheets of CAI, the Parent Guarantor, the Borrower and Owner their Subsidiaries as at the end of such fiscal quarter, and consolidated statements of income and reconciliation of surplus of CAI, the related unaudited statement of incomeParent Guarantor, statement of changes in capital the Borrower and statement of cash flows their Subsidiaries for the portion of Borrower’s and Owner’s the fiscal year then elapsedended, all in reasonable detail and detail, prepared in accordance with generally accepted accounting principlesprinciples consistently applied, together with a certification except for the lack of footnotes thereto, and certified by the principal financial or principal accounting officer of Borrower and OwnerCAI, that the information contained in such financial statements fairly presents Parent Guarantor or the financial position of Borrower and Owner on Borrower, as the date thereof (case may be, but subject to year normal, recurring year-end adjustments); (d) contemporaneously Concurrently with the delivery of (i) each financial statement pursuant to paragraphs (b) and (c) of this Section 6.4, a certificate substantially in the form of Exhibit H (a Compliance Certificate), signed on behalf of the Borrower by its principal financial or principal accounting officer, and (ii) each financial statement of the Parent Guarantor pursuant to paragraph (b) of this Section 6.4, a copy of the certification with respect to financial statements referred to filed by the chief executive officer and chief financial officer of the Parent Guarantor in clause (a) above, a statement of all material contingent liabilities of Borrower, Owner and Guarantors which are not reflected in such financial statements or referred to in compliance with the notes theretoXxxxxxxx-Xxxxx Act; (e) Promptly upon receipt thereof, copies of all financial statements delivered management letters of substance and other reports of substance which are submitted to Mortgage Lender contemporaneously the Borrower or the Parent Guarantor by their accountants in connection with any annual or interim audit of the delivery thereof to Mortgage Lenderbooks of the Borrower or the Parent Guarantor made by such accountants; (f) evidence reasonably satisfactory Promptly upon their becoming available, copies of such other financial statements and reports, if any, as the Borrower and/or the Parent Guarantor may be required to Lender publicly file with the Securities and Exchange Commission or any similar or corresponding governmental commission, department or agency substituted therefor, or any similar or corresponding governmental commission, department, board, bureau, or agency, federal or state; (g) If and when the Borrower and/or the Parent Guarantor gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the timely payment Controlled Group or the plan administrator of all real estate taxes for any Plan has given or is required to give notice of any such Reportable Event, a copy of the Collateral Propertynotice of such Reportable Event given or required to be given to the PBGC; (h) Immediately upon becoming aware of the existence of any condition or event that constitutes a Default or a Servicer Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto; and (gi) from time to time With reasonable promptness, such other financial data and information as Lender the Agent or any of the Lenders may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to Lendereach of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the unaudited consolidated balance sheet of each of Borrower, Owner the Borrower and the Guarantors its Subsidiaries as at the end of such year, and the related unaudited consolidated statement of income, statement of changes in capital income and consolidated statement of cash flows flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, together with a certification and certified without qualification by Deloitte & Touche LLP or by other independent certified public accountants satisfactory to the principal financial or accounting officer of Borrower, Owner and by the Guarantors, respectively, that the information contained in such financial statements fairly presents the financial position of Borrower, Owner and the Guarantors, respectively, on the date thereof (subject to year end adjustments)Agent; (b) as soon as practicable, but in any event not later than thirty forty-five (3045) days after the end of each monthof the fiscal quarters of the Borrower, (i) copies of the unaudited consolidated balance sheet of the Borrower and Owner its Subsidiaries as at the end of such monthquarter, and the related unaudited consolidated statement of income and consolidated statement of cash flow for the portion of the Borrower’s and Owner’s 's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower and Owner that the information contained in such financial statements fairly presents the financial position of the Borrower and Owner its Subsidiaries on the date thereof (subject to year year-end adjustments); (ii) an operating statement for the Project for such month and year to date; (iii) copies of Borrower’s and Owner’s bank statements for the Reserve Account and a summary describing any payments made from such account during the prior month; (iv) a current certified rent roll for the Project; and (v) after the last quarter of each year, a detailed statement of all income and expenses for the Project for such year; (c) as soon as practicable, but in any event not later than within thirty (30) days after the end of each month in each fiscal year of the first three (3) fiscal quarters Borrower, unaudited monthly consolidated financial statements of the Borrower and Owner copies of the unaudited balance sheets of Borrower and Owner as at the end of its Subsidiaries for such quarter, and the related unaudited statement of income, statement of changes in capital and statement of cash flows for the portion of Borrower’s and Owner’s fiscal year then elapsed, all in reasonable detail and month prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower and Owner, that the information contained in such financial statements fairly presents the financial position condition of the Borrower and Owner its Subsidiaries on the date thereof (subject to year year-end adjustments); (d) contemporaneously simultaneously with the delivery of the financial statements referred to in clause subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of Exhibit C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 14 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (e) simultaneously with the delivery of the financial statements referred to in subsection (c) above, a Compliance Certificate setting forth the reasonable detail computations evidencing compliance with the covenant set forth in Section 14.5 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (f) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (g) simultaneously with the delivery of the financial statements referred to in subsection (a) above, a statement projections of all material contingent liabilities of Borrower, Owner the Borrower and Guarantors which are not reflected in such financial statements or its Subsidiaries updating those projections delivered to the Banks and referred to in the notes theretoSection 11.4.2; (eh) copies as soon as practicable, but in any event not later than the last day of all financial statements delivered to Mortgage Lender contemporaneously with each fiscal year of the delivery thereof to Mortgage LenderBorrower, an annual budget on a quarterly basis for the Borrower and its Subsidiaries for the proceeding fiscal year prepared in reasonable detail using reasonable assumptions; (fi) evidence reasonably satisfactory to Lender as soon as practicable, but in any event not later than the last day of each fiscal year of the timely payment Borrower (or more frequently if requested by the Agent or the Majority Banks), a list of all real estate taxes for contracts with governmental authorities subject to the Collateral PropertyFederal Assignment of Claims Act updating the list referred to in Section 11.28; and (gj) from time to time such other financial data and information (including accountants and management letters) as Lender the Agent or any Bank may reasonably request.

Financial Statements, Certificates and Information. Borrower will deliver or cause to be delivered to Lender: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of Borrower, the unaudited balance sheet of each of Borrower, Owner and the Guarantors at the end of such year, and the related unaudited statement of income, statement of changes in capital and statement of cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of Borrower, Owner and by the Guarantors, respectively, that the information contained in such financial statements fairly presents the financial position of Borrower, Owner and the Guarantors, respectively, on the date thereof (subject to year end adjustments); (b) as soon as practicable, but in any event not later than thirty (30) days after the end of each month, (i) copies of the unaudited balance sheet of Borrower and Owner as at the end of such month, and the related unaudited statement of income for the portion of Borrower’s and Owner’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of Borrower and Owner that the information contained in such financial statements fairly presents the financial position of Borrower and Owner on the date thereof (subject to year end adjustments); (ii) an operating statement for the Project for such month and year to date; (iii) copies of Borrower’s and Owner’s bank statements for the Reserve Account and a summary describing any payments made from such account during the prior month; (iv) a current certified rent roll for the Project; and (viv) after the last quarter of each year, a detailed statement of all income and expenses for the Project for such year; (c) as soon as practicable, but in any event not later than thirty (30) days after the end of each of the first three (3) fiscal quarters of Borrower and Owner copies of the unaudited balance sheets of Borrower and Owner as at the end of such quarter, and the related unaudited statement of income, statement of changes in capital and statement of cash flows for the portion of Borrower’s and Owner’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of Borrower and Owner, that the information contained in such financial statements fairly presents the financial position of Borrower and Owner on the date thereof (subject to year end adjustments); (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, a statement of all material contingent liabilities of Borrower, Owner and Guarantors which are not reflected in such financial statements or referred to in the notes thereto; (e) copies of all financial statements delivered to Mortgage Lender contemporaneously with the delivery thereof to Mortgage Lender; (f) evidence reasonably satisfactory to Lender of the timely payment of all real estate taxes for the Collateral Property; and (g) from time to time such other financial data and information as Lender may reasonably request.

Financial Statements, Certificates and Information. Borrower The Borrowers will deliver or cause to be delivered to Lenderthe Bank: (a) a. as soon as practicable, but in any event not later than ninety (90) 90 days after the end of each fiscal year of BorrowerCompuDyne, the unaudited consolidated and consolidating balance sheet sheets of each of Borrower, Owner CompuDyne and the Guarantors its Subsidiaries as at the end of such year, and the related unaudited statement consolidated and consolidating statements of income, statement of changes in capital income and statement statements of cash flows flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by Deloitte & Touche or by other independent certified public accountants satisfactory to the Bank, together with a certification by written statement from such accountants to the principal financial effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to such certification, they have obtained no knowledge of any Default or accounting officer Event of BorrowerDefault or, Owner and by the Guarantorsif such accountants shall have obtained knowledge of any then existing Default or Event of Default, respectively, that the information contained they shall disclose in such financial statements fairly presents statement any such Default or Event of Default; provided that such accountants shall not be liable to the financial position Bank for failure to obtain knowledge of Borrower, Owner and the Guarantors, respectively, on the date thereof (subject to year end adjustments)any Default or Event of Default; (b) b. as soon as practicable, but in any event not later than thirty (30) 45 days after the end of each monthof the fiscal quarters of CompuDyne, (i) copies of the unaudited consolidated and consolidating balance sheet sheets of Borrower CompuDyne and Owner its Subsidiaries as at the end of such monthquarter, and the related unaudited statement consolidated and consolidating statements of income and statements of cash flow for the portion of Borrower’s and Owner’s CompuDyne s fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of Borrower and Owner CompuDyne that the information contained in such financial statements fairly presents the financial position of Borrower and Owner CompuDyne on the date thereof (subject to year end adjustments); (ii) an operating statement for the Project for such month and year to date; (iii) copies of Borrower’s and Owner’s bank statements for the Reserve Account and a summary describing any payments made from such account during the prior month; (iv) a current certified rent roll for the Project; and (v) after the last quarter of each year, a detailed statement of all income and expenses for the Project for such year; (c) as soon as practicable, but in any event not later than thirty (30) days after the end of each of the first three (3) fiscal quarters of Borrower and Owner copies of the unaudited balance sheets of Borrower and Owner as at the end of such quarter, and the related unaudited statement of income, statement of changes in capital and statement of cash flows for the portion of Borrower’s and Owner’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of Borrower and Owner, that the information contained in such financial statements fairly presents the financial position of Borrower and Owner on the date thereof (subject to year -end adjustments); (d) contemporaneously c. simultaneously with the delivery of the financial statements referred to in clause subsections (a) and (b) above, CompuDyne s 10-K or 10-Q report, as the case may be, together with a statement certified by the principal financial or accounting officer of CompuDyne in substantially the form of Exhibit F hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in REF 10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; d. contemporaneously with the mailing thereof, copies of all material contingent liabilities of a financial nature sent to the stockholders of any Borrower, Owner and Guarantors which are not reflected in such financial statements or referred to in the notes thereto; (e) copies e. on Tuesday of all financial statements delivered to Mortgage Lender each week or at such earlier time as the Bank may reasonably request, a Borrowing Base Report setting forth the Borrowing Base as at the end of the immediately preceding week or other date so requested by the Bank, signed by the Chief Financial Officer of each of the Borrowers; f. within 15 days after the end of each calendar month, an Accounts Receivable and accounts payable aging report; g. contemporaneously with the delivery thereof to Mortgage Lender;filing thereof, true, correct and complete copies of each Borrower s federal and state income tax returns (f) evidence reasonably satisfactory to Lender of the timely payment of all real estate taxes for the Collateral Property; and (g) h. from time to time such other financial data and information (including accountants management letters) as Lender the Bank may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to Lendereach of the Lenders: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the unaudited audited balance sheet of each of Borrower, Owner and the Guarantors Borrower at the end of such year, and the related unaudited audited statement of income, statement of changes in capital shareholders, equity and statement of cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGenerally Accepted Accounting Principles, together with a certification and accompanied by an auditor's report prepared without qualification by or by an independent certified public accountant reasonably acceptable to the principal financial or accounting officer of Borrower, Owner and by the Guarantors, respectively, that the information contained in such financial statements fairly presents the financial position of Borrower, Owner and the Guarantors, respectively, on the date thereof (subject to year end adjustments)Agent; (b) as soon as practicable, but in any event not later than thirty forty-five (30) days after the end of each month, (i) copies of the unaudited balance sheet of Borrower and Owner as at the end of such month, and the related unaudited statement of income for the portion of Borrower’s and Owner’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of Borrower and Owner that the information contained in such financial statements fairly presents the financial position of Borrower and Owner on the date thereof (subject to year end adjustments); (ii) an operating statement for the Project for such month and year to date; (iii) copies of Borrower’s and Owner’s bank statements for the Reserve Account and a summary describing any payments made from such account during the prior month; (iv) a current certified rent roll for the Project; and (v) after the last quarter of each year, a detailed statement of all income and expenses for the Project for such year; (c) as soon as practicable, but in any event not later than thirty (3045) days after the end of each of the first three (3) fiscal quarters of Borrower and Owner the Borrower, copies of the unaudited balance sheets of the Borrower and Owner as at the end of such quarter, and the related unaudited statement of income, statement of changes in capital shareholders' equity and statement of cash flows for the portion of the Borrower’s and Owner’s 's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGenerally Accepted Accounting Principles, together with a certification by the principal financial or accounting officer of the Borrower and Owner, that the information contained in such financial statements fairly presents the financial position of the Borrower and Owner on the date thereof (subject to year year-end adjustments); (c) as soon as practicable, but in any event no later than forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower will provide the Agent with, for each of the Mortgaged Properties: (i) a rent roll dated as of the end of such fiscal quarter in form reasonably satisfactory to the Agent and (ii) a statement of the Net Operating Income for such fiscal quarter and year to date; and as soon as practicable, but in any event no later than ninety (90) days after the end of the last quarter of each year, a detailed statement of all income and expenses for such year for each of the Mortgaged Properties; (d) contemporaneously simultaneously with the delivery of the financial statements referred to in clause subsections (a) and (b) above, a statement of all material contingent liabilities of Borrower, Owner and Guarantors which are not reflected in such financial statements or referred to in the notes theretoCompliance Certificate; (e) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, copies of all financial statements delivered to Mortgage Lender contemporaneously the Form 10-K statement filed with the delivery Securities and Exchange Commission ("SEC") for such fiscal year, and as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter, copies of the Form 10-Q statement filed with the SEC for such fiscal quarter, provided that in either case if the SEC has granted an extension for the filing of such statements, Borrower shall deliver such statements to the Agent simultaneously with the filing thereof to Mortgage Lenderwith the SEC; (f) evidence reasonably satisfactory to Lender of promptly following the timely payment filing or mailing thereof, copies of all real estate taxes for other material of a financial nature filed with the Collateral PropertySEC, and each Lender will be included on Borrower's mailing list so that it will receive copies of all press releases issued by the Borrower; and (g) from time to time such other financial data and information as Lender the Agent may reasonably request.;

Financial Statements, Certificates and Information. The Borrower will deliver or and cause BPI to be delivered deliver (as applicable) to Lender:the Agent (with copies to the Agent for each Bank): (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of BorrowerBPI, the unaudited audited consolidated balance sheet of each of Borrower, Owner BPI and the Guarantors its Subsidiaries at the end of such year, and the related unaudited statement audited consolidated statements of income, statement of changes in capital shareholder's equity and statement of cash flows for the year then ended, in each case, setting forth in comparative form the figures as of the end of and for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, and, in each case, accompanied by an auditor's report prepared without qualification by the Accountants (and the Borrower also shall deliver the foregoing for BPLP on a consolidated basis); (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of its March 31, June 30 and September 30 fiscal quarters, copies of the unaudited consolidated balance sheet of BPI and its Subsidiaries, as at the end of such quarter, and the related unaudited consolidated statements of income, changes in shareholders' equity and cash flows for the portion of BPI's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (which may be provided by inclusion in the Form 10-Q of BPI filed with the SEC for such period provided pursuant to clause (i) below), together with a certification by the principal financial or accounting officer of the Borrower and BPI that the information contained in such financial statements fairly presents the financial position of BPI and its Subsidiaries on the date thereof (subject to year-end adjustments none of which shall be materially adverse) (and the Borrower also shall deliver the foregoing for BPLP on a consolidated basis); (c) Upon the request of the Agent and as soon as practicable, but in any event not later than ninety (90) days after the end of each of its fiscal years, statements of Net Operating Income and outstanding Indebtedness as at the end of such fiscal year and for the fiscal year then ended in respect of each Real Estate Asset (including each Borrowing Base Property), each prepared in accordance with GAAP consistent with the definitions of Net Operating Income and outstanding Indebtedness used in this Agreement and a summary rent roll in respect of each Borrowing Base Property, in each case certified by the chief financial or accounting officer of the Borrower as true and correct in all material respects; (d) Upon the request of the Agent and as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Borrower, (1) copies of the unaudited statements of Net Operating Income and outstanding Indebtedness as at the end of such quarter and for the portion of the fiscal year then elapsed in respect of each Real Estate Asset (including each Borrowing Base Property), each prepared in accordance with GAAP consistent with the definitions of Net Operating Income and outstanding Indebtedness used in this Agreement and certified by the chief financial or accounting officer of the Borrower to present fairly the Net Operating Income and outstanding Indebtedness in respect of each such Real Estate Asset and (ii) an occupancy analysis in respect of each Real Estate Asset (including each Borrowing Base Property) certified by the chief financial officer of the Borrower to be true and complete in all material respects; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of EXHIBIT C-2 hereto signed by the chief financial or accounting officer of the Borrower and (if applicable) reconciliations to reflect changes in GAAP since the date of such financial statements; (f) promptly as they become available, a copy of each report (including any so-called management letters) submitted to the Borrower, BPI or any of their respective subsidiaries by the Accountants in connection with each annual audit of the books of the Borrower, BPI or such Subsidiary by such Accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower, BPI or any such Subsidiary; (g) contemporaneously with (or promptly after) the filing or mailing thereof, copies of all material of a financial nature sent to the holders of any Indebtedness of the Borrower (other than the Loans) for borrowed money, to the extent that the information or disclosure contained in such material refers to or could reasonably be expected to have a material adverse effect on the business, assets, financial condition or prospects, or operations of BPLP, BPI or, taken as a whole, the BP Group; (h) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the SEC or sent to the stockholders of BPI; (i) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of BPI, copies of the Form 10-K statement filed by BPI with the SEC for such fiscal year, and as soon as practicable, but in any event not later than fifty (50) days after the end of each fiscal quarter of BPI copies of the Form 10-Q statement filed by BPI with the SEC for such fiscal quarter, PROVIDED that, in either case, if the SEC has granted an extension for the filing of such statements, BPI shall deliver such statements to the Agent within ten (10) days after the filing thereof with the SEC; (j) from time to time such other financial data and information about the Borrower, BPI, their respective Subsidiaries, the Real Estate Assets and the Partially-Owned Real Estate Holding Entities as the Agent or any Bank (through the Agent) may reasonably request, including without limitation complete rent rolls, existing environmental reports, and insurance certificates with respect to the Real Estate Assets (including the Borrowing Base Properties); (k) in the case of the Borrower and BPI, as soon as practicable, but in any event not later than ninety (90) days after the end of each of their respective fiscal years, PRO FORMA projections for the next three fiscal years; (l) together with the financial statements delivered pursuant to Section 8.4(a), a certification by the chief financial or accounting officer of the Borrower of the state and federal taxable income of BPI and its Subsidiaries as of the end of the applicable fiscal year; and (m) in the event that the definition of "funds from operations" is revised by the Board of Governors of the National Association of Real Estate Investment Trusts, a report, certified by the chief financial or accounting officer of the Borrower, of the "funds from operations" of the Borrower based on the definition as in effect on the date of this Agreement and based on the definition as so revised from time to time, which such report shall be delivered to the Agent (with copies to the Agent for each Bank) with the financial statements required to be delivered pursuant to Section 8.4(b) above; and (n) as soon as practicable, but in any event not later than ninety (90) days after the end of the fiscal year of BPLP, the unaudited balance sheet of BPLP at the end of each such year, and the related unaudited statements of income, changes in partners' capital and cash flows for the year then ended, in each case setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of Borrower, Owner and by the Guarantors, respectively, BPLP that the information contained in such financial statements fairly presents the financial position of Borrower, Owner and the Guarantors, respectively, BPLP on the date thereof (subject to year end adjustments); (b) thereof, and as soon as practicable, but in any event not later than thirty forty-five (3045) days after the end of each monthof the March 31, (i) copies June 30 and September 30 fiscal quarters of BPLP, the unaudited balance sheet of Borrower and Owner as BPLP at the end of each such monthquarter, and the related unaudited statement statements of income income, changes in partners' capital and cash flows for the portion of Borrower’s quarter then ended, in each case setting forth in comparative form the figures for the previous fiscal quarter and Owner’s fiscal year then elapsed, all such statements to be in reasonable detail and detail, prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of Borrower and Owner BPLP that the information contained in such financial statements fairly presents the financial position of Borrower and Owner BPLP on the date thereof (subject to year year-end adjustmentsadjustments none of which shall be materially adverse); (ii) an operating statement for the Project for such month and year to date; (iii) copies of Borrower’s and Owner’s bank statements for the Reserve Account and a summary describing any payments made from such account during the prior month; (iv) a current certified rent roll for the Project; and (v) after the last quarter of each year, a detailed statement of all income and expenses for the Project for such year; (c) as soon as practicable, but in any event not later than thirty (30) days after the end of each of the first three (3) fiscal quarters of Borrower and Owner copies of the unaudited balance sheets of Borrower and Owner as at the end of such quarter, and the related unaudited statement of income, statement of changes in capital and statement of cash flows for the portion of Borrower’s and Owner’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of Borrower and Owner, that the information contained in such financial statements fairly presents the financial position of Borrower and Owner on the date thereof (subject to year end adjustments); (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, a statement of all material contingent liabilities of Borrower, Owner and Guarantors which are not reflected in such financial statements or referred to in the notes thereto; (e) copies of all financial statements delivered to Mortgage Lender contemporaneously with the delivery thereof to Mortgage Lender; (f) evidence reasonably satisfactory to Lender of the timely payment of all real estate taxes for the Collateral Property; and (g) from time to time such other financial data and information as Lender may reasonably request.