Common use of Financial Statements; Tax Returns Clause in Contracts

Financial Statements; Tax Returns. The Company’s books of account shall be closed as soon as practicable after the close of each calendar year (which shall be the Company’s “Calendar Year”) and an annual audit shall be performed at the expense of the Company in accordance with GAAP by KPMG or such other independent certified public accounting firm approved by the Members (such initial firm of accountants, or any replacement firm so selected, the “Accountants”); provided that in no event shall said accounting firm be the same firm as has been engaged by NYSTRS for its own internal audit purposes for the Calendar Year (or any portion thereof) in question. NYSTRS agrees that NYSTRS shall not engage the then-current Accountants of the Company except at the beginning of a new Calendar Year. In the event that at any time hereafter NYSTRS desires to engage the then-current Accountants for the Company, NYSTRS shall give the Company no less than 120 days written notice prior to the beginning of the Calendar Year for which NYSTRS will engage the Accountants, so that the Company shall have sufficient opportunity to retain new Accountants. If NYSTRS does not advise the Company in writing within 120 days prior to retaining the then-current Accountants, NYSTRS shall been deemed to have waived its right to cause the Company to obtain Accountants which differ from those engaged by NYSTRS. Notwithstanding the foregoing, the Company shall not be required to obtain new Accountants if the appointment has already been made for the up-coming Calendar Year or it would result in a material financial and substantial business hardship for the Company to retain new Accountants. The Manager shall cause to be delivered to the Members within 60 days after the close of each taxable year a draft of the audited financial statement (in the format prepared by the Accountants retained by the Company) and tax return for such taxable year, and shall cause to be delivered to the Members within 90 days after the close of each taxable year, the final audited financial statements (in the format prepared by the Accountants retained by the Company) and tax return for the Company and/or any subsidiary entity of the Company that owns any Property, which can be used by the Members for tax reporting purposes. Such financial statements shall include certification by the Manager that any and all distributions made by the Company were made in accordance with the terms of this Agreement, and a verification thereof by the accountants. The Manager shall be responsible for engaging the Accountants to prepare and seeing to the filing of all Federal, state and local tax returns on behalf of the Company, and all costs of preparing the audited financial statements and tax returns shall be an expense of the Company.

Financial Statements; Tax Returns. The Company’s books Within forty-five (45) days after the end of account each fiscal quarter of Borrower's operation of the Property, Borrower shall furnish to Lender current (as of such fiscal quarter) operating statements and rent rolls for the Property in scope and detail satisfactory to Lender and certified by Borrower to be complete and accurate in all material respects. Within ninety (90) days after the end of each fiscal year of Borrower's operation of the Property, Borrower shall furnish to Lender current (as of such fiscal year) Financial Statements, operating statements and rent roll for the Property in scope, detail and form reasonably satisfactory to Lender and certified by Borrower to be complete and accurate in all material respects and, the Financial Statements, if required by Lender, shall be closed certified by an independent certified public accountant selected by Borrower which is satisfactory to Lender. All Financial Statements of Borrower shall be delivered in duplicate and shall be accompanied by the certificate of the General Partner of Borrower, dated within five (5) days of the delivery of such statements to Lender, stating that the General Partner has no Knowledge of an Event of Default, nor of any event which, after notice or lapse of time, or both, would reasonably be expected to constitute an Event of Default, which has occurred and is continuing, and if an Event of Default has occurred, or such an event which would reasonably be expected to constitute an Event of Default has occurred, specifying the nature and period of existence thereof and what action Borrower has taken or proposes to take with respect thereto, and, except as otherwise specified, stating that Borrower has fulfilled, in all material respects, all of Borrower's obligations under this Agreement which are required to be fulfilled on or prior to the date of such certificate. Borrower shall deliver to Lender, as soon as practicable after the close of each calendar year (which shall be the Company’s “Calendar Year”) and an annual audit shall be performed at the expense of the Company in accordance with GAAP by KPMG or such other independent certified public accounting firm approved by the Members (such initial firm of accountantsavailable, or any replacement firm so selected, the “Accountants”); provided that but in no event shall said accounting firm be the same firm as has been engaged by NYSTRS for its own internal audit purposes for the Calendar Year later than fifteen (or any portion thereof15) in question. NYSTRS agrees that NYSTRS shall not engage the then-current Accountants of the Company except at the beginning of a new Calendar Year. In the event that at any time hereafter NYSTRS desires to engage the then-current Accountants for the Company, NYSTRS shall give the Company no less than 120 days written notice prior to the beginning of the Calendar Year for which NYSTRS will engage the Accountants, so that the Company shall have sufficient opportunity to retain new Accountants. If NYSTRS does not advise the Company in writing within 120 days prior to retaining the then-current Accountants, NYSTRS shall been deemed to have waived its right to cause the Company to obtain Accountants which differ from those engaged by NYSTRS. Notwithstanding the foregoing, the Company shall not be required to obtain new Accountants if the appointment has already been made for the up-coming Calendar Year or it would result in a material financial and substantial business hardship for the Company to retain new Accountants. The Manager shall cause to be delivered to the Members within 60 days after the close timely filing thereof with the Internal Revenue Service including any permitted and valid extensions of each taxable year any filing deadlines, a draft copy of the audited financial statement (in the format prepared by the Accountants retained by the Company) and tax return for such taxable year, and shall cause to be delivered to the Members within 90 days after the close of each taxable year, the final audited financial statements (in the format prepared by the Accountants retained by the Company) and Borrower's annual tax return for the Company and/or any subsidiary entity of the Company that owns any Property, which can be used by the Members for tax reporting purposes. Such financial statements shall include certification by the Manager that any and all distributions made by the Company were made in accordance with the terms of this Agreement, and a verification thereof by the accountants. The Manager shall be responsible for engaging the Accountants to prepare and seeing to the filing of all Federal, state and local tax returns on behalf of the Company, and all costs of preparing the audited financial statements and tax returns shall be an expense of the Companypreceding calendar year.