Common use of Providing Financial Information Clause in Contracts

Providing Financial Information. Beginning with the quarter ending December 31, 2013, Borrowers shall furnish to Agent (a) evidence of payment of real estate taxes assessed against each Property on or before each due date thereof during the term of the Loan, (b) annual unaudited financial statements for each Borrower and Guarantor within one hundred twenty (120) days of each fiscal year end, including balance sheets, income statements, a statement of cash flow and supporting schedules reasonably requested by Agent, (c) quarterly unaudited financial statements for each Borrower and Guarantor, within forty-five (45) days of each calendar quarter end (except for the fiscal quarters ending December 31, for which such statements shall be delivered within one hundred twenty (120) days of each December 31), including balance sheets and income statements, and at Agent's request, a statement of funds available for distribution and a supplementary real estate schedule (including, when applicable, covenant compliance certificates from Guarantor in form and substance satisfactory to Agent with respect to Guarantor's financial covenants set forth in the Guaranty), (d) to the extent there is a balance outstanding under the Loan during such period, a quarterly certification statement and Availability Amount calculation within forty-five (45) days of each calendar quarter end, (except for the fiscal quarters ending December 31, for which such statements shall be delivered within one hundred twenty (120) days of each December 31), including the Borrowing Base Amount calculation, in form and substance satisfactory to Agent, and (e) such additional information as Agent shall reasonably request (not more than once per month) regarding any Borrower, Guarantor and any Property, within thirty (30) days (or such reasonably necessary time period as may be required by Borrower or Guarantor) after Agent's written request therefor. All such financial statements shall be in reasonable detail, shall be prepared in accordance with GAAP, and shall be certified by the party to which they apply as true, correct and complete. Notwithstanding the foregoing provisions of this Section 5.4 which permit the Guarantor to provide unaudited financial statements, in the event that KBS Real Estate Investment Trust, Inc. shall no longer provide audited consolidated financial statements to the Securities and Exchange Commission, which include the results of operations of Guarantor, the annual financial statements of Guarantor to be delivered to Agent above shall be audited by a third-party certified public accountant reasonably satisfactory to Agent (although unaudited financial statements shall no longer be permitted with regard to the Guarantor's last fiscal quarter, unaudited financial statements may be provided for the first three (3) fiscal quarters of the Guarantor's fiscal year).

Providing Financial Information. Beginning with the quarter ending December 31, 2013, Borrowers Borrower shall furnish to Agent the Lender at the times set forth below the following financial statements, reports and certificates: (a) evidence of payment of real estate taxes assessed against each Property on or before each due date thereof during the term of the LoanAs soon as available, but in any event within ninety (b) annual unaudited financial statements for each Borrower and Guarantor within one hundred twenty (12090) days of after each fiscal year end, including an audited financial statement of the Borrower consisting of a balance sheetssheet, income statements, a profit and loss statement and sources of cash flow prepared and supporting schedules reasonably requested certified to by Agentan independent certified public accountant satisfactory to the Lender together with a copy of Borrower's applicable 10K Report; (b) As soon as available, but in any event within sixty (60) days after the last day of each fiscal quarter, a balance sheet and profit and loss statement of the Borrower dated as of the last business day of such fiscal quarter in form and detail as required by the Lender certified by the Chief Financial Officer of the Borrower together with a copy of Borrower's applicable 10Q Report; (c) quarterly unaudited financial statements for each Borrower and Guarantor, within forty-five On the first (451st) days Business Day of each calendar quarter end (except for month, a copy of the fiscal quarters ending December 31updated Borrowing Base Certificate, together with a report regarding sales of all lots located within any Development Project for which such statements shall be delivered within one hundred twenty (120) days of each December 31), including balance sheets and income statements, and at Agent's request, a statement of funds available for distribution and a supplementary real estate schedule (including, when applicable, covenant compliance certificates from Guarantor in form and substance satisfactory to Agent with respect to Guarantor's financial covenants set forth in the Guaranty), Development Project Loan has been made; and (d) to Such other information concerning the extent there is a balance outstanding under business, operations and condition (financial or otherwise) of the Loan during such period, a quarterly certification statement and Availability Amount calculation within forty-five (45) days of each calendar quarter end, (except for Borrower as the fiscal quarters ending December 31, for which such statements shall be delivered within one hundred twenty (120) days of each December 31), including the Borrowing Base Amount calculation, in form and substance satisfactory to Agent, and (e) such additional information as Agent shall Lender may reasonably request (not more than once per month) regarding any Borrower, Guarantor and any Property, within thirty (30) days (or such reasonably necessary time period as may be required by Borrower or Guarantor) after Agent's written request thereforrequest. All such financial statements shall be prepared in reasonable detail, shall be prepared for partnerships and corporations in accordance with GAAP, GAAP and for individuals in accordance with accounting principles consistently applied and shall be signed and certified by the party to which they apply as true, correct and complete. Notwithstanding In the foregoing provisions event the Borrower fails to furnish any of this Section 5.4 which permit the Guarantor above statements or information or upon the occurrence of an event of default hereunder, the Lender may cause an audit to provide unaudited financial statementsbe made of the books and records of the Borrower at the sole cost and expense of the Borrower. The Lender also shall have the right to examine at their place of safekeeping all books, accounts and records relating to the operation of the Projects and make copies thereof or extracts therefrom and to discuss the affairs, finances or accounts with the employees and officers of the Borrower and the Borrower's independent accountants. Said examinations shall be at the Lender's expense unless the Borrower's statements are found to contain significant discrepancies, in which case the event that KBS Real Estate Investment Trust, Inc. shall no longer provide audited consolidated financial statements to the Securities and Exchange Commission, which include the results of operations of Guarantor, the annual financial statements of Guarantor to be delivered to Agent above examination shall be audited by a third-party certified public accountant reasonably satisfactory to Agent (although unaudited financial statements shall no longer be permitted with regard to at the GuarantorBorrower's last fiscal quarter, unaudited financial statements may be provided for the first three (3) fiscal quarters of the Guarantor's fiscal year)expense.

Providing Financial Information. Beginning with the quarter ending December 31, 2013, Borrowers Borrower shall furnish to Agent the Lender at the times set forth below the following financial statements, reports and certificates: (a) evidence of payment of real estate taxes assessed against each Property on or before each due date thereof during the term of the LoanAs soon as available, but in any event within ninety (b) annual unaudited financial statements for each Borrower and Guarantor within one hundred twenty (12090) days of after each fiscal year end, including an audited financial statement of the Borrower consisting of a balance sheetssheet, income statements, a profit and loss statement and sources of cash flow prepared and supporting schedules reasonably requested certified to by Agentan independent certified public accountant satisfactory to the Lender together with a copy of Borrower's applicable 10K Report; (b) As soon as available, (c) quarterly unaudited financial statements for each Borrower and Guarantor, but in any event within forty-five (45) days after the last day of each calendar quarter end (except for the fiscal quarters ending December 31, for which such statements shall be delivered within one hundred twenty (120) days of each December 31), including balance sheets and income statements, and at Agent's requestquarter, a balance sheet and profit and loss statement of funds available for distribution and a supplementary real estate schedule (including, when applicable, covenant compliance certificates from Guarantor the Borrower dated as of the last business day of such fiscal quarter in form and substance satisfactory to Agent detail as required by the Lender certified by an officer of the Borrower together with respect to Guarantora copy of Borrower's financial covenants set forth in applicable 10Q Report; (c) On the Guaranty)first (1st) Business Day of each month, a copy of the updated Borrowing Base Certificate, together with a report regarding sales of all lots located within the Development Project, including any lots on hold, closings for the previous month, year-to-date closings and closings since the start of the Project; (d) to the extent there is a balance outstanding under the Loan during such period, a quarterly certification statement and Availability Amount calculation within fortyForty-five (45) days after the end of each calendar quarter endquarter, (except for a certification from an officer of the fiscal quarters ending December 31, for which such statements shall be delivered within one hundred twenty (120Borrower that Borrower is in compliance with all of the financial covenants contained herein and is in compliance with the absorption requirement specified in Section 6.1(o) days of each December 31), including the Borrowing Base Amount calculation, in form and substance satisfactory to Agent, and hereof; (e) such additional information as Agent shall reasonably request Within ten (not more than once per month) regarding any Borrower, Guarantor and any Property, within thirty (3010) days (or such reasonably necessary time period as may be required by after Borrower receives notice of any non-monetary default on any recourse indebtedness of the Borrower or Guarantorany Affiliate, and immediately upon receipt of any notice of any monetary default on any recourse indebtedness of the Borrower or any Affiliate, Borrower shall give Lender notice of such default notice and a written plan as to Borrower's plan to cure such default; and (f) after Agent's written request thereforSuch other information concerning the business, operations and condition (financial or otherwise) of the Borrower as the Lender may reasonably request. All such financial statements shall be prepared in reasonable detail, shall be prepared for partnerships and corporations in accordance with GAAPGAAP (except with respect to quarterly or other interim financial statements, for the requirements of footnotes and for annual audit adjustments) and for individuals in accordance with accounting principles consistently applied and shall be signed and certified by the party to which they apply as true, correct and complete. Notwithstanding In the foregoing provisions event the Borrower fails to furnish any of this Section 5.4 which permit the Guarantor above statements or information or upon the occurrence of an event of default hereunder, the Lender may cause an audit to provide unaudited financial statementsbe made of the respective books and records of the Borrower at the sole cost and expense of the Borrower. The Lender also shall have the right to examine at their place of safekeeping all books, accounts and records relating to the operation of the Projects and make copies thereof or extracts therefrom and to discuss the affairs, finances or accounts with the employees and officers of the Borrower and the Borrower's independent accountants. Said examinations shall be at the Lender's expense unless the Borrower's statements are found to contain significant discrepancies, in which case the event that KBS Real Estate Investment Trust, Inc. shall no longer provide audited consolidated financial statements to the Securities and Exchange Commission, which include the results of operations of Guarantor, the annual financial statements of Guarantor to be delivered to Agent above examination shall be audited by a third-party certified public accountant reasonably satisfactory to Agent (although unaudited financial statements shall no longer be permitted with regard to at the GuarantorBorrower's last fiscal quarter, unaudited financial statements may be provided for the first three (3) fiscal quarters of the Guarantor's fiscal year)expense.

Providing Financial Information. Beginning with the quarter ending December 31, 2013, Borrowers Borrower shall furnish to Agent (a) evidence of payment of real estate taxes assessed against each Property on or before each due date thereof during the term of the Loan, (b) annual unaudited financial statements for each Borrower and Guarantor within one hundred twenty (120) days of each fiscal year end, including balance sheets, income statements, a statement of cash flow and supporting schedules reasonably requested by Agent, (c) quarterly unaudited financial statements for each Borrower and Guarantor, within forty-five (45) days of each calendar fiscal quarter end (except for the fiscal quarters ending December 31, for which such statements shall be delivered within one hundred twenty (120) days of each December 31)end, including balance sheets and income statements, and at Agent's ’s request, a statement of funds available for distribution and a supplementary real estate schedule (including, when applicable, covenant compliance certificates from each Guarantor in form and substance satisfactory to Agent with respect to Guarantor's ’s financial covenants set forth in the Guaranty), (d) to the extent there is a balance outstanding under the Loan during such period, a quarterly certification statement and Availability Amount calculation within forty-five (45) days of each fiscal quarter end (using the information from the prior two calendar quarter end, (except for the fiscal quarters ending December 31, for which such statements shall be delivered within one hundred twenty (120) days of each December 31quarters), including the Borrower’s Borrowing Base Amount calculation, in form and substance reasonably satisfactory to Agent, and (e) such additional information as Agent shall reasonably request (not more than once per month) regarding any Borrower, any Guarantor and any Property, within thirty (30) days (or such reasonably necessary time period as may be required by Borrower or any Guarantor) after Agent's ’s written request therefor. Notwithstanding the foregoing, if the Parent REIT no longer files a 10-K Form (the “10-K Form”) or a 10-Q Form (the “10-Q Form”) with the U.S. Securities and Exchange Commission, the Guarantor or Parent REIT shall during any such time thereafter be required to provide annual audited (by a third-party certified public accountant satisfactory to Agent) financial statements and quarterly unaudited financial statements. All such financial statements shall be in reasonable detail, shall be prepared in accordance with GAAP, and shall be certified by the party to which they apply as true, correct and complete. Notwithstanding For purposes of clarification, to the foregoing provisions extent that Borrower provides the financial statements and information required under Section 2.1(o) in connection with the closing of this Section 5.4 which permit the Guarantor Loan, Borrower shall not also be required to provide unaudited financial statementsthat same exact information under Sections 5.4, 5.5 and 5.6 hereof (but will be required to provide all other and future information specified in the event that KBS Real Estate Investment Trust, Inc. shall no longer provide audited consolidated financial statements to the Securities and Exchange Commission, which include the results of operations of Guarantor, the annual financial statements of Guarantor to be delivered to Agent above shall be audited by a third-party certified public accountant reasonably satisfactory to Agent (although unaudited financial statements shall no longer be permitted with regard to the Guarantor's last fiscal quarter, unaudited financial statements may be provided for the first three (3) fiscal quarters of the Guarantor's fiscal yearsuch sections).

Providing Financial Information. Beginning with Borrower shall furnish such financial information concerning Borrower and the quarter ending December 31Project as any Lender, 2013the Administrative Bank or the Collateral Agent may request, Borrowers and shall furnish to Agent (a) evidence of payment of real estate taxes assessed against each Property on or before each due date thereof during Lenders and the term of Administrative Bank: A. As soon as available and in any event within 120 days after the Loan, (b) annual unaudited financial statements for each Borrower and Guarantor within one hundred twenty (120) days end of each fiscal year endof Borrower, including the annual audit report of the Borrower prepared in conformity with GAAP, consisting of at least statements of operations and retained earnings and cash flows, and a balance sheetssheet as at the end of such year, income statementssetting forth in each case in comparative form corresponding figures from the previous annual audit, certified without qualification by independent certified public accountants of recognized standing selected by Borrower and acceptable to the Super Majority Lenders and the Administrative Bank, together with any management letters, management reports or other supplementary comments or reports to Borrower or its board of directors furnished by such accountants. B. As soon as available and in any event within 120 days after the end of each fiscal year of LTF, the annual audit report of LTF prepared in conformity with GAAP, consisting of at least statements of operations and retained earnings and cash flows, and a balance sheet as at the end of such year, setting forth in each case in comparative form corresponding figures from the previous annual audit, certified without qualification by independent certified public accountants of recognized standing selected by LTF and acceptable to the Super Majority Lenders and the Administrative Bank, together with any management letters, management reports or other supplementary comments or reports to Borrower or its board of directors furnished by such accountants. C. As soon as available and in any event within 120 days after the end of each fiscal year of any Substitute Lessee, the annual audit report of such Substitute Lessee prepared in conformity with GAAP, consisting of at least statements of operations and retained earnings and cash flows, and a balance sheet as at the end of such year, setting forth in each case in comparative form corresponding figures from the previous annual audit, certified without qualification by independent certified public accountants of recognized standing selected by Substitute Lessee and acceptable to the Super Majority Lenders and the Administrative Bank, together with any management letters, management reports or other supplementary comments or reports to Substitute Lessee or its board of directors furnished by such accountants. D. Together with the audited financial statements required under Section V.7.A., a statement by the accounting firm performing such audit stating that it has reviewed this Agreement and that in performing its examination nothing came to its attention that caused it to believe that any Default or Event of cash flow Default exists, or, if such Default or Event of Default exists, describing its nature. E. As soon as available and supporting schedules reasonably requested by Agentin any event within 30 days after the end of each month of each fiscal year of Borrower, (c) quarterly a copy of the unaudited financial statements for each Borrower and Guarantor, within forty-five (45) days of each calendar quarter end (except for the fiscal quarters ending December 31, for which such statements shall be delivered within one hundred twenty (120) days of each December 31), including balance sheets and income statements, and at Agent's request, a statement of funds available for distribution and Borrower prepared in a supplementary real estate schedule (includingmanner consistent with the form of current period statements being prepared by Borrower as of the date of this Agreement, when applicable, covenant compliance certificates from Guarantor in form and substance satisfactory to Agent with respect to Guarantorsigned by Borrower's financial covenants set forth in the Guaranty), (d) chief manager or other designated officer acceptable to the extent there is Super Majority Lenders and the Administrative Bank (the chief manager and each such other acceptable designated officer being a balance outstanding under the Loan during such period, a quarterly certification statement and Availability Amount calculation within forty-five (45) days of each calendar quarter end, (except for the fiscal quarters ending December 31, for which such statements shall be delivered within one hundred twenty (120) days of each December 31), including the Borrowing Base Amount calculation, in form and substance satisfactory to Agent, and (e) such additional information as Agent shall reasonably request (not more than once per month) regarding any Borrower, Guarantor and any Property, within thirty (30) days (or such reasonably necessary time period as may be required by Borrower or Guarantor) after Agent's written request therefor. All such financial statements shall be in reasonable detail, shall be prepared in accordance with GAAP, and shall be certified by the party to which they apply as true, correct and complete. Notwithstanding the foregoing provisions of this Section 5.4 which permit the Guarantor to provide unaudited financial statements, in the event that KBS Real Estate Investment Trust, Inc. shall no longer provide audited consolidated financial statements to the Securities and Exchange Commission, which include the results of operations of Guarantor, the annual financial statements of Guarantor to be delivered to Agent above shall be audited by a third-party certified public accountant reasonably satisfactory to Agent (although unaudited financial statements shall no longer be permitted with regard to the Guarantor's last fiscal quarter, unaudited financial statements may be provided for the first three (3) fiscal quarters of the Guarantor's fiscal year"Designated Officer").

Providing Financial Information. Beginning with Borrower shall furnish such financial information concerning Borrower, Guarantor and the quarter ending December 31Project as Lender may request, 2013, Borrowers and shall furnish to Agent Lender (a) evidence of payment of real estate taxes assessed against each Property on or before each due date thereof during the term of the Loan, (b) annual unaudited quarterly financial statements (including a balance sheet, income statement and change in financial condition statement) for each Borrower and Guarantor within one hundred twenty (120) days consolidated), if prepared in the ordinary course of each fiscal year end, including balance sheets, income statements, a statement of cash flow and supporting schedules reasonably requested by Agent, (c) quarterly unaudited financial statements for each Borrower and Guarantorits business, within forty-five (45) days following the end of each calendar fiscal quarter end thereof, (except b) current annual financial statements (including a balance sheet, income statement and change in financial condition statement) for the fiscal quarters ending December 31, for which such statements shall be delivered Borrower and Guarantor (consolidated) within one hundred twenty ninety (12090) days following the end of each December 31)fiscal year thereof, including balance sheets (c) copies of the filed federal income tax returns (with all supporting schedules) of Borrower and income statementsGuarantor due during the term of the Loan within fifteen (15) days after receipt of a written request therefor from Lender, and at Agent's request, a statement of funds available for distribution and a supplementary real estate schedule (including, when applicable, covenant compliance certificates from Guarantor in form and substance satisfactory to Agent with respect to Guarantor's financial covenants set forth in the Guaranty), (d) to upon receipt of a written request therefor from Lender, quarterly written reports (i) setting forth any new direct indebtedness, obligations or liabilities incurred by Borrower since the extent there date hereof (or the date of the last such written report after the first such written report is a balance outstanding under the Loan during such period, a quarterly certification statement and Availability Amount calculation within forty-five so provided) (45) days of each calendar quarter end, (except for the fiscal quarters ending December 31, for which such statements shall be delivered within one hundred twenty (120) days of each December 31"Report Date"), including the Borrowing Base Amount calculation, in form and substance satisfactory to Agent, and (eii) such additional information as Agent shall reasonably request (not more than once per month) regarding any Borrowerconfirming that the Exhibit to the Sworn Statement and Agreement Concerning Guarantees, Guarantor Contingent Liabilities and any PropertyFinancial Statements of even date herewith, within thirty (30) days (or such reasonably necessary time period as may be required executed by Borrower and Guarantor to Lender, which lists Borrower's Guarantees and Contingent Liabilities, as that term is defined in said Sworn Statement, remains a true, correct, complete and fully representative list of Borrower's Guarantees and Contingent Liabilities, or Guarantor) after Agent's written request thereforamending said Exhibit to reflect any additions to, subtractions from or changes in such Guarantees and Contingent Liabilities since the last Report Date, so long as any portion of the indebtedness evidenced by the Note is unpaid. All such financial statements shall be in reasonable detail, shall be prepared for partnerships and corporations in accordance with GAAPGAAP and for individuals in accordance with accounting principles consistently applied, and shall be certified by the party to which they apply as true, correct and complete. Notwithstanding the foregoing provisions of this Section 5.4 which permit the Guarantor , and, with respect to provide unaudited financial statements, in the event that KBS Real Estate Investment Trust, Inc. shall no longer provide audited consolidated financial statements to the Securities and Exchange Commission, which include the results of operations of Guarantor, the annual financial statements of Guarantor to be delivered to Agent above partnerships and corporations, shall be audited by a third-party certified public accountant reasonably satisfactory of recognized standing acceptable to Agent Lender. With respect to Guarantor's financial statements, copies of Form 10-Q (although unaudited covering each fiscal quarter of Guarantor) filed by Guarantor with the Securities and Exchange Commission shall satisfy the requirements relating to Guarantor's quarterly financial statements shall no longer be permitted with regard to the set forth above, and copies of Guarantor's last Form 10-K (covering each fiscal quarter, unaudited year of Guarantor) so filed by Guarantor shall satisfy the requirements relating to Guarantor's annual financial statements set forth above. In addition, Borrower shall also provide to Lender such other information regarding the business, operation and financial condition of Borrower, Guarantor and the Project as Lender may be provided for the first three (3) fiscal quarters request and shall permit Lender to examine all of the GuarantorBorrower's fiscal year)books and records pertaining thereto.

Providing Financial Information. Beginning with the quarter ending December 31, 2013, Borrowers Borrower and each Guarantor shall furnish to Agent the Lender at the times set forth below the following financial statements, reports and certificates: (a) evidence of payment of real estate taxes assessed against each Property on or before each due date thereof during the term of the LoanAs soon as available, but in any event within ninety (b) annual unaudited financial statements for each Borrower and Guarantor within one hundred twenty (12090) days of after each fiscal year end, including an audited financial statement of the Borrower consisting of a balance sheetssheet, income statements, a profit and loss statement and sources of cash flow prepared and supporting schedules reasonably requested certified to by Agent, (c) quarterly unaudited financial statements for each Borrower and Guarantor, within forty-five (45) days of each calendar quarter end (except for the fiscal quarters ending December 31, for which such statements shall be delivered within one hundred twenty (120) days of each December 31), including balance sheets and income statements, and at Agent's request, a statement of funds available for distribution and a supplementary real estate schedule (including, when applicable, covenant compliance certificates from Guarantor in form and substance an independent certified public accountant satisfactory to Agent the Lender together with respect to Guarantora copy of Borrower's financial covenants set forth applicable 10K Report; (b) As soon as available, but in the Guaranty), (d) to the extent there is a balance outstanding under the Loan during such period, a quarterly certification statement and Availability Amount calculation within forty-five (45) days of each calendar quarter end, (except for the fiscal quarters ending December 31, for which such statements shall be delivered within one hundred twenty (120) days of each December 31), including the Borrowing Base Amount calculation, in form and substance satisfactory to Agent, and (e) such additional information as Agent shall reasonably request (not more than once per month) regarding any Borrower, Guarantor and any Property, event within thirty (30) days (or after the last day of each fiscal quarter, a balance sheet and profit and loss statement of the Borrower dated as of the last business day of such reasonably necessary time period fiscal quarter in form and detail as may be required by the Lender certified by the Chief Financial Officer of the Borrower together with a copy of Borrower's applicable 10Q Report; (c) As soon as available, but in any event within ninety (90) days after the end of each calendar year, the personal financial statements of each of the Guarantors prepared and certified personally by each of the Guarantors, including a contingent obligation listing for each of the Guarantors; (d) On the first (1st) Business Day of each month, a copy of the updated Borrowing Base Certificate, together with a report regarding sales of all lots located within any Development Project for which a Development Project Loan has been made; and (e) Such other information concerning the business, operations and condition (financial or Guarantorotherwise) after Agent's written request thereforof the Borrower and the Guarantors as the Lender may reasonably request. All such financial statements shall be prepared in reasonable detail, shall be prepared for partnerships and corporations in accordance with GAAP, GAAP and for individuals in accordance with accounting principles consistently applied and shall be signed and certified by the party to which they apply as true, correct and complete. Notwithstanding In the foregoing provisions event the Borrower fails to furnish any of this Section 5.4 which permit the Guarantor above statements or information or upon the occurrence of an event of default hereunder, the Lender may cause an audit to provide unaudited financial statementsbe made of the respective books and records of the Borrower and the Guarantors at the sole cost and expense of the Borrower. The Lender also shall have the right to examine at their place of safekeeping all books, accounts and records relating to the operation of the Projects and make copies thereof or extracts therefrom and to discuss the affairs, finances or accounts with the employees and officers of the Borrower and the Borrower's independent accountants. Said examinations shall be at the Lender's expense unless the Borrower's statements are found to contain significant discrepancies, in which case the event that KBS Real Estate Investment Trust, Inc. shall no longer provide audited consolidated financial statements to the Securities and Exchange Commission, which include the results of operations of Guarantor, the annual financial statements of Guarantor to be delivered to Agent above examination shall be audited by a third-party certified public accountant reasonably satisfactory to Agent (although unaudited financial statements shall no longer be permitted with regard to at the GuarantorBorrower's last fiscal quarter, unaudited financial statements may be provided for the first three (3) fiscal quarters of the Guarantor's fiscal year)expense.