Common use of Annual Statements Clause in Contracts

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (i) a copy of the Consolidated Financials for each of (x) the Lessee and (y) any Sublessee for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by the Lessee or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by the Lessee and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the Lessor.

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (i) a copy of the Consolidated Financials for each of (x) the Lessee and Lessee, (y) the Guarantor and (z) any Sublessee which is an Affiliate of Lessee for the preceding fiscal year, certified and and, in the case of Guarantor, audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by Lessee, the Lessee Guarantor or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each such Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by Lessee, the Guarantor, any Manager which is an Affiliate of Lessee and each Sublesseesuch Sublessee which is an Affiliate of Lessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, Lessee, the Lessee Guarantor, such Manager or any such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, Guarantor regarding the existence of any reportable conditions or material weaknesses and weaknesses; (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such the Subleases, the respective rentals provided for therein, and such other information pertaining to such the Subleases as may be reasonably requested by Lessor; and (v) evidence satisfactory to Lessor that Lessee has fulfilled its obligation to make the LessorAnnual Facility Upgrade Expenditure, provided, however, that no such evidence shall be required to be submitted until the fourth Lease Year with respect to that portion of the Leased Property comprised only of the Project.

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (iI) a copy of the Consolidated Financials for each of (xX) the Lessee Lessee, (Y) the Guarantor and (yZ) any Sublessee other Acceptable Licensed Operator for the preceding fiscal year, certified and audited (only with respect to the Guarantor) by, and with the unqualified opinion of, independent certified public accountants from a nationally recognized public accounting firm (it being hereby acknowledged that KPMG Peat Marwick is acceptable to the Lessor for this purpose) and certified as true and correct by the Lessee Lessee, the Guarantor or the applicable SublesseeAcceptable Licensed Operator, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each Sublessee any other Acceptable Licensed Operator shall include a detailed balance sheet income statement for Leased Property as of the last day of such fiscal year and a an unaudited statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (iiII) separate statements, certified as true and correct by the Lessee Lessee, the Guarantor and each Sublesseeany other Acceptable Licensed Operator, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee Lessee, the Guarantor or such SublesseeAcceptable Licensed Operator, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iiiIII) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee Lessee, the Guarantor or the applicable Sublesseeany other Acceptable Licensed Operator, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (ivIV) a statement certified as true and correct by the Lessee setting forth any and all Subleases (excluding Resident Agreements) as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the LessorLessor and (V) evidence satisfactory to the Lessor that the Lessee has fulfilled its obligation to make the Annual Facility Upgrade Expenditure in accordance with the provisions of Section 8.1.4. Notwithstanding any provisions of this Section 11.2.1(a) to the contrary, the Lessee may provide the Lessor with Consolidated Financials covering each of the Lessee, the Guarantor and any other Acceptable Licensed Operator in accordance with the aforementioned provisions; provided, however, the Lessee shall provide the Lessor with a separate detailed balance sheet and an unaudited statement of earnings for the Leased Property.

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (i) a copy of the Consolidated Financials for each of (x) the Lessee and (y) any Sublessee for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by the Lessee or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each such Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by the Lessee and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable any Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the Lessor.

Annual Statements. Within ninety one hundred (90100) days after the end of each of their respective fiscal years, (i) a copy of the Consolidated Financials for each of (x) the Lessee and the Guarantor and (y) any Sublessee for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by Lessee and the Lessee Guarantor or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by Lessee, the Lessee Guarantor and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, Lessee, the Lessee Guarantor or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of Lessee, the Lessee Guarantor or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and weaknesses, (iv) a statement certified as true and correct by the Lessee setting forth all Subleases (excluding Residence Agreements) as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such the Subleases as may be reasonably requested by Lessor and (v) evidence satisfactory to Lessor that Lessee has fulfilled its obligation to make the LessorAnnual Facility Upgrade Expenditure in accordance with the provisions of Section 11.4.11.

Annual Statements. Within No later than ninety (90) days after the end of each Fiscal Year, beginning with the first Fiscal Year ending immediately after the Closing Date, Borrower Representative shall deliver to Administrative Agent a detailed audited financial report of their respective fiscal yearsthe Tested Companies containing a Consolidated balance sheet at the end of such period and a Consolidated income statement or operations, statement of cash flows, and statement of stockholders’ equity (deficit) for such period, together with all supporting schedules and footnotes, and a report containing management’s discussion and analysis of such financial statements for the Fiscal Year then ended, including the accompanying notes thereto, fairly presenting in all material respects the Consolidated financial position and the results of the operations of the Tested Companies as of the end of and for such Fiscal Year, in each case, setting forth in comparative form the figures for the corresponding period or periods of the preceding Fiscal Year, together with an unqualified audit opinion (but such opinion may contain a “going concern” or like qualifications that is due solely to (i) a copy the impending maturity of any Debt permitted by this Agreement, (ii) any anticipated inability to satisfy the Financial Covenant in Section 10.1(a) or Section 10.1(b) or any financial covenant set forth in Section 10.1(a) or Section 10.1(b) of the Consolidated Financials for Term Loan Credit Agreement (in each case, only so long as Borrowers would have the ability to exercise a cure right under Section 11.7 of this Agreement and Section 11.7 (xor any analogous provision) of the Lessee and Term Loan Credit Agreement), and/or (yiii) any Sublessee for the preceding fiscal year, changes in accounting principles or practices reflecting changes in GAAP that are required or approved by Borrowers’ independent certified and audited by, and with the unqualified opinion of, public accountants) of independent certified public accountants acceptable to of nationally recognized standing selected by Borrower Representative that the Lessor financial statements were prepared in accordance with GAAP and certified as true present fairly, in accordance with GAAP, in all material respects the results of operations and correct by financial position of the Lessee or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each Sublessee shall include a detailed balance sheet for Leased Property Tested Companies as of the last day end of such fiscal year and a statement of earnings from for the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by the Lessee and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the LessorFiscal Year then ended.

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (i) a copy of the Consolidated Financials for each of (x) the Lessee and Lessee, (y) the Guarantor and (z) any Sublessee which is an Affiliate of Lessee for the preceding fiscal year, certified and and, in the case of Guarantor, audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by Lessee, the Lessee Guarantor or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each such Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by Lessee, the Guarantor, any Manager which is an Affiliate of Lessee and each Sublesseesuch Sublessee which is an Affiliate of Lessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, Xxxxxx, the Lessee Guarantor, such Manager or any such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps 48 being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, Guarantor regarding the existence of any reportable conditions or material weaknesses and weaknesses; (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such the Subleases, the respective rentals provided for therein, and such other information pertaining to such the Subleases as may be reasonably requested by Lessor; and (v) evidence satisfactory to Lessor that Lessee has fulfilled its obligation to make the LessorAnnual Facility Upgrade Expenditure.

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (i) a copy of the unaudited Consolidated Financials for each of (x) the Lessee and (y) any Sublessee for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and year certified as true and correct by the Lessee or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by the Lessee and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; and (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases (excluding Resident Agreements) as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the Lessor.

Annual Statements. Within ninety (90) days after the end of each ofeach of their respective fiscal years, (i) a copy of the Consolidated Financials for each of (xc) the Lessee and Lessee, (y) the Guarantor and (z) any Sublessee which is an Affiliate of Lessee for the preceding fiscal year, certified and and, in the case of Guarantor, audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by Lessee, the Lessee Guarantor or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each such Sublessee shall include a detailed balance sheet for Leased Property as of the ofthe last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) Property separate statements, certified as true and correct by the Lessee, the. Gua:aiitor, any IVlanager which is an Affiliate of Lessee and each Sublesseesuch Sublessee which is an Affiliate of Lessee, stating whether, to the best of the signer's knowledge and belief after making due inquiryinquiiy, Lessee, the Lessee Guarantor, such Manager or any such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged enaaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, Guarantor regarding the existence of any reportable conditions or material weaknesses and weaknesses; (iv) a statement certified as true and correct by the Lessee setting forth all Subleases Sub!eases as of the ofthe last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration etpiration dates of such ofthe Subleases, the respective rentals provided for therein, and such other information pertaining to such the Subleases as may be reasonably requested by Lessor; and (v) evidence satisfactory to Lessor that Lessee has fulfilled its obligation to make the Lessor.Annual Facility Upgrade E;cpenditure. (b)

Annual Statements. Within ninety one hundred twenty (90120) days after the end of each calendar year during the term of their respective fiscal yearsthis Mortgage, Mortgagor will furnish to Mortgagee (ia) annual financial statements of Mortgagor, including a copy balance sheet and income statement, and (b) annual operating statements of the Consolidated Financials for each of Premises, which shall include at least gross income itemized as to source, operating expenses (x) the Lessee and (y) any Sublessee for the preceding fiscal yearitemized), certified and audited bydepreciation charges, and with net income before and after federal income taxes, and a rent roll, and such additional information as Mortgagee may from time to time reasonably request. The financial statements of Mortgagor and the unqualified opinion of, independent certified public accountants acceptable to operating statements of the Lessor Premises shall be prepared and certified as true and correct by Mortgagor, shall be satisfactory in form and content to Mortgagee and shall be at the Lessee or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee expense of Mortgagor. Mortgagor covenants that it shall keep true and for each Sublessee shall include a detailed balance sheet for Leased Property as accurate records of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statementsPremises. All of the above required statements shall be prepared in adequate detail and shall conform to the methods used for income tax reporting on a cash basis. In the event the Premises are conveyed to a corporate entity pursuant to the terms of Section 2.9 below, such entity shall submit annual financial statements of the corporation and any supplemental schedules provided stockholders or officers, certified as true and correct by an officer of the Lessee and each Sublesseecorporation, stating whether, in addition to the best operating statements described above. In the event that the Premises are conveyed to an individual pursuant to the terms of Section 2.9 below, such individual shall submit annual statements certified by each individual or by an independent certified public accountant in good standing and shall include a balance sheet and a profit and loss statement in addition to the signer's knowledge and belief after making due inquiryoperating statements described above. In the event that the Premises shall be conveyed to a partnership, a trust or a limited liability company in accordance with the terms of Section 2.9 below, the Lessee partnership, the trust or such Sublesseethe limited liability company shall submit annual reports certified by an authorized partner, as trustee or member in addition to the case may be, is in default in operating statements described above. In the performance or observance of event Mortgagor fails to furnish any of the terms of this Lease or any above statements Mortgagee may cause an audit to be made of the respective books and records at the sole cost and expense of Mortgagor. Mortgagee also shall have the right to examine at their place of safekeeping all books, accounts and records relating to the operation of the Premises and make copies thereof or extracts therefrom and to discuss the affairs, finances or accounts with the officers and employees of Mortgagor and its independent accountants. Mortgagor shall have the right to be notified of and to have such officers or representatives as it shall designate be present at any such examination or discussion. Said examination shall be at Mortgagee’s expense unless Mortgagor’s statements are found to contain significant material misrepresentations, in which case the examination shall be at Mortgagor’s expense. At the time Mortgagor furnishes operating statements required by this Section and at such other Lease Documents andtimes as Mortgagee shall reasonably request, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) Mortgagor also shall furnish a copy rent roll of all letters from tenants having leases on the independent Premises, certified accountants engaged by Mortgagor, containing the rent schedules, expiration dates, and options to perform extend for such tenants, on an annual basis along with the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals operating statements provided for therein, and above or at such other information pertaining to such Subleases times as may be reasonably requested by the LessorMortgagee.

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (i) a copy of the Consolidated Financials for each of (x) the Lessee and Lessee, (y) the Guarantor and (z) any Sublessee which is an Affiliate of Lessee for the preceding fiscal year, certified and and, in the case of Guarantor, audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by Lessee, the Lessee Guarantor or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each such Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by Lessee, the Guarantor, any Manager which is an Affiliate of Lessee and each Sublesseesuch Sublessee which is an Affiliate of Lessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, Lessee, the Lessee Guarantor, such Manager or any such Sublessee, as the case may be, is in default in the performance or observance of any of the terms items of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, Guarantor regarding the existence of any reportable conditions or material weaknesses and weaknesses; (iv) a statement certified .certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such the Subleases, the respective rentals provided for therein, and such other information pertaining to such the Subleases as may be reasonably requested by Lessor; and (v) evidence satisfactory to Lessor that Lessee has fulfilled its obligation to make the Lessor.Annual Facility Upgrade Expenditure. (b)

Annual Statements. Within ninety one hundred (90100) days after the end of each of their respective fiscal years, (iI) a copy of the Consolidated Financials for each of (xX) the CHC (including supplemental schedules for Lessee and the other CHC Lessees) and (yY) any Sublessee for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by the Lessee CHC or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each Sublessee CHC shall include a detailed balance sheet for Leased Property the Hawthorn Facilities as of the last day of such fiscal year and a statement of earnings from the Leased Property such properties for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Propertysuch properties); (iiII) separate statements, certified as true and correct by Lessee, the Lessee Guarantors and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, Lessee, each of the Lessee Guarantors or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iiiIII) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee CHC, Lessee, any other CHC Lessee, any Guarantor or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (ivIV) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such the Subleases as may be reasonably requested by the Lessor.

Annual Statements. Within ninety (90) As soon as available and in any event ----------------- within 90 days after the end of each fiscal year of their respective fiscal yearsthe Borrower, (i) a copy consolidated balance sheet of the Consolidated Financials for each of (x) the Lessee Borrower and (y) any Sublessee for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by the Lessee or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each Sublessee shall include a detailed balance sheet for Leased Property its Restricted Subsidiaries as of the last day end of such fiscal year and a statement the related consolidated statements of earnings from the Leased Property for such fiscal year showingoperations, among other things, all rents changes in stockholders' equity and other income therefrom and all expenses paid or incurred in connection with the operation cash flows of the Leased Property); (ii) separate statements, certified as true Borrower and correct by the Lessee and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of its Restricted Subsidiaries for such fiscal year, setting forth in each case in comparative form the respective areas demised thereunderfigures as of the end of and for the previous fiscal year, all in reasonable detail and accompanied by an opinion thereon of independent certified public accountants of recognized national standing selected by the Borrower and reasonably satisfactory to the Required Lenders, which opinion shall not be made in reliance upon the opinion of any other accountant (except for opinions of other independent certified public accountants in respect of financial statements of a Person which shall have become a Subsidiary or the assets of which shall have been acquired by the Borrower or a Subsidiary during such fiscal year), shall not contain any qualification as to scope, and shall state that such financial statements present fairly, in all material respects, the names financial position of the Sublessees thereundercompanies being reported on and their results of operations and their cash flows in conformity with GAAP, that the audit of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards and that such accountants believe such audit provides a reasonable basis for such opinion and (ii) comparable consolidated financial statements of JPF and its Subsidiaries as at the end of and for such fiscal year, prepared in the same manner as such consolidated financial statements of the Borrower and its Restricted Subsidiaries and accompanied by an opinion thereon of independent certified public accountants meeting the requirements therefor, mutatis mutandis, set forth in the foregoing ------- -------- subdivision (b)(i); provided that, (A) the delivery within the time -------- period specified above (or, if later, within five days of timely filing with the Commission) of JPF's Annual Report on Form 10-K (together with JPF's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) for any fiscal year prepared in compliance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of subdivision (ii) of this Section 4(b) for such year so long as such Annual Report contains the applicable opinions and other information required by this Section 4(b), and (B) together with the consolidated financial statements of the Borrower and its Restricted Subsidiaries furnished pursuant to this Section 4(b) in respect of each fiscal year, the respective expiration dates Borrower will also furnish comparable consolidated financial statements as at the end of and for such Subleasesyear (which need not be accompanied by an opinion thereon of independent accountants), prepared in accordance with GAAP and certified by the principal financial officer of the Borrower as fairly presenting, in all material respects, the respective rentals provided for thereinfinancial position of the companies being reported on and the results of their operations and cash flows except as to the absence of footnotes, of the Borrower and such other information pertaining to such Subleases as may be reasonably requested by the Lessor.all of its Subsidiaries;

Annual Statements. Within ninety (90) days after the end of each of their oftheir respective fiscal years, (i) a copy of the ofthe Consolidated Financials for each of (x) the Lessee and Lessee, (y) the Guarantor and (z) any Sublessee which is an Affiliate of Lessee for the preceding fiscal year, certified and and, in the case of Guarantor, audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by Lessee, the Lessee Guarantor or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each such Sublessee shall include a detailed balance sheet for Leased Property as of the ofthe last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal fscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the ofthe Leased Property); (ii) separate statements, certified as true and correct by Lessee, the Guarantor, any Manager which is an Affiliate of Lessee and each Sublesseesuch Sublessee which is an Affiliate of Lessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, Lessee, the Lessee Guarantor, such Manager or any such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, Guarantor regarding the existence of any reportable repoitable conditions or material weaknesses and weaknesses; (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the ofthe last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the Lessor.54

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (i) a copy of the Consolidated Financials for each of (x) the Lessee and Guarantor d (y) any Sublessee for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by the Lessee Guarantor or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each Sublessee shall include include, as supplemental information, a detailed balance sheet for Leased Property and the Facility thereof as of the last day of such fiscal year and a statement of earnings from the Leased Property and the Facility thereof for such fiscal year showing, among other things, all rents and Rents d other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by Lessee, the Lessee Guarantor and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, Lessee, the Lessee Guarantor or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of Lessee, the Lessee Guarantor or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such the Subleases, the respective rentals provided for therein, and such other information pertaining to such the Subleases as may be reasonably requested by the Lessor.

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (i) a copy of the Consolidated Financials for each of (x) the Lessee and (y) any Sublessee (other than Deaconess) for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by the Lessee or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each such Sublessee shall include a detailed balance sheet for Leased Property (other than Deaconess) as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by the Lessee and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublesseeany Sublessee (other than Deaconess), as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the Lessor.

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (i) a copy of the Consolidated Financials for each of (x) the Lessee and (y) any Sublessee for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by the Lessee or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each such Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by the Lessee and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable any Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases (excluding Resident Agreements) as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the Lessor.

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (i) a copy of the Consolidated Financials for each of (x) the Lessee and Lessee, (y) the Guarantor and (z) any Sublessee which is an Affiliate of Lessee for the preceding fiscal year, certified and and, in the case of Guarantor, audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by Lessee, the Lessee Guarantor or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each such Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by Lessee, the Guarantor, any Manager which is an Affiliate of Lessee and each Sublesseesuch Sublessee which is an Affiliate of Lessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, Lessee, the Lessee Guarantor, such Manager or any such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, Guarantor regarding the existence of any reportable conditions or material weaknesses and weaknesses; (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised 50 thereunder, the names of the Sublessees thereunder, the respective expiration dates of such the Subleases, the respective rentals provided for therein, and such other information pertaining to such the Subleases as may be reasonably requested by Lessor; and (v) evidence satisfactory to Lessor that Lessee has fulfilled its obligation to make the LessorAnnual Facility Upgrade Expenditure, provided, however, that no such evidence shall be required to be submitted until the fourth Lease Year.

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal yearsyears or such earlier period as may be required under the HUD Regulatory Agreement or any other HUD Financing Document, (i) a copy of the unaudited Consolidated Financials for each of (x) the Lessee and (y) any Sublessee for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by the Lessee or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by the Lessee and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; and (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases (excluding Resident Agreements) as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the Lessor.

Annual Statements. Within Grantor shall, within ninety (90) days after the end of each fiscal year of their respective fiscal yearsGrantor, deliver to Beneficiary (ia) a copy of the Consolidated Financials for each of (x) the Lessee annual statements audited and (y) any Sublessee for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, by an independent certified public accountants acceptable accountant reasonably satisfactory to the Lessor Beneficiary and certified as true and correct by the Lessee or the applicable Sublesseeprepared in accordance with generally accepted accounting principles, as the case may be showing in detail (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each Sublessee shall include l) a detailed balance sheet for Leased Property the Security as of the last day of such fiscal year and year, (2) a statement of earnings from the Leased Property Security for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); Security, (ii) separate statements, certified as true and correct by the Lessee and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii3) a copy of all letters from cash flow statement for the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses Security; and (ivb) a statement certified as true and correct signed by Grantor listing all leases of space in the Lessee setting forth all Subleases Improvements as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereundertenants, the respective expiration dates of such Subleasesthe leases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may reasonably be reasonably requested by Beneficiary. Notwithstanding anything herein to the Lessorcontrary, for so long as title to the Real Property remains with Grantor and there is no uncured default for which notice is not required, nor any other uncured default for which notice has been previously given under any of the Loan Documents, then in lieu of the opinion from certified public accountants, Beneficiary will accept financial statements containing the information set forth in the preceding paragraph, in form and substance satisfactory to Beneficiary signed by Grantor's chief financial officer or authorized general partner. If Grantor omits to prepare and deliver promptly any report required by this Section, Beneficiary may elect, in addition to exercising any remedy for Beneficiary shall afford any information received pursuant to this Section the same degree of confidentiality that Beneficiary affords similar information proprietary to Beneficiary; provided, however, that Beneficiary does not in any way warrant or represent that such information received from Grantor will remain confidential, and, provided further, that Beneficiary shall have the unconditional right to disclose, as necessary, any such information in the event Beneficiary sells, transfers, conveys, or assigns the Deed of Trust or any portion of the Indebtedness.