Common use of Quarterly Reports Clause in Contracts

Quarterly Reports. Commencing not later than forty-five (45) days following the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending in January 2006), Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect of the Property and unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR as of the end of such Fiscal Quarter and for the corresponding Fiscal Quarter of the previous year, including a statement of net operating income for the year to date and a statement of revenues and expenses for such Fiscal Quarter, and a comparison of the year to date results with (i) the results for the same period of the previous year, (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter shall be accompanied by an Officer’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s knowledge, (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master Lessee, (B) that as of the date of such Officer’s Certificate, no Event of Default exists under this Agreement, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease or the Property in which the amount involved is $2,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof.

Quarterly Reports. Commencing not later than forty-five Borrower shall furnish to Lender within thirty (4530) days following after the end of each Fiscal Quarter calendar quarter (commencing with as indicated below) the Fiscal Quarter ending in January 2006)following items: (i) quarterly and year-to-date operating statements, Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee pursuant to the Master Leasenoting Net Operating Income and other information necessary and sufficient under GAAP or federal income tax accounting principles, consistently applied, to deliver to Mezzanine Lender quarterly sales reports in respect fairly represent the financial position and results of operation of the Property and unaudited financial statementsduring such calendar month, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR as of the end of such Fiscal Quarter and for the corresponding Fiscal Quarter of the previous year, including all in form satisfactory to Lender; (ii) a statement of net operating income for the year to date and a statement of revenues and expenses balance sheet for such Fiscal Quarter, and calendar quarter; (iii) a comparison of the year to budgeted income and expenses and the actual income and expenses for each month and year-to-date results with (i) the results for the same period Property, together with a detailed explanation of any variances of the previous year, greater of (iix) the results that had been projected by Mortgage Borrower $10,000 and Master Lessee (y) ten percent (10%) or more between budgeted and actual amounts for such period and year-to-date; (iiiiv) a statement of the Annual Budget for actual Capital Expenses made by Borrower during each calendar quarter as of the last day of such period calendar quarter; (v) to the extent not already disclosed by operating statements delivered pursuant to this Section 6.3.3, a statement that Borrower has not incurred any indebtedness other than indebtedness permitted hereunder; (vi) an aged receivables report, (vii) rent rolls identifying the leased premises, names of all tenants, units leased, monthly rental and all other charges payable under each Lease, term of Lease and date of expiration, (viii) a year-by-year schedule showing by percentage the rentable area of the Improvements and the Fiscal Year, total base rent attributable to Leases expiring each year) and a calculation of delinquency report for the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for Property. Each such period. Such statements for each Fiscal Quarter statement shall be accompanied by an Officer’s Certificate certifying (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s knowledge, (A1) that such statements items are true, correct, accurate, and complete and fairly represent present the financial condition and results of the operations of Mortgage Borrower and Master Lesseethe Property in accordance with GAAP or federal income tax accounting principles, consistently applied, (Bsubject to normal year-end adjustments) that as of the date of such Officer’s Certificate, no and (2) whether there exists a Default or Event of Default exists under this AgreementDefault, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, and if so, specifying the nature and status thereof, the period of each such Event of Default time it has existed and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease or the Property in which the amount involved is $2,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto it and (Dix) during a Cash Trap Period, a reconciliation of Operating Expenses identifying those funds which were disbursed to Borrower from the amount by Operating Expense Subaccount during the prior calendar quarter which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations have not been used to be made by Mezzanine Lender pursuant to the terms hereofpay Approved Operating Expenses.

Quarterly Reports. Commencing not later than forty-five (45) Borrower shall furnish to Lender within 45 days following after the end of each Fiscal Quarter calendar quarter (commencing with as indicated below) the Fiscal Quarter ending in January 2006)following items: (i) quarterly and year-to-date operating statements, Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee pursuant to the Master Leasenoting Net Operating Income and other information necessary and sufficient under GAAP or federal income tax accounting principles, consistently applied, to deliver to Mezzanine Lender quarterly sales reports in respect fairly represent the financial position and results of operation of the Property and unaudited financial statementsduring such calendar month, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR as of the end of such Fiscal Quarter and for the corresponding Fiscal Quarter of the previous year, including all in form satisfactory to Lender; (ii) a statement of net operating income for the year to date and a statement of revenues and expenses balance sheet for such Fiscal Quarter, and calendar quarter; (iii) a comparison of the year to date results with (i) budgeted income and expenses and the results actual income and expenses for the same period current month and year-to-date for the Property, together with a detailed explanation of any variances of the previous year, greater of (iix) the results that had been projected by Mortgage Borrower $10,000 and Master Lessee (y) ten percent (10%) or more between budgeted and actual amounts for such period and year-to-date; (iiiiv) a statement of the Annual Budget for actual Capital Expenses made by Borrower during each calendar quarter as of the last day of such period calendar quarter; (v) to the extent not already disclosed by operating statements delivered pursuant to this Section 6.3.3, a statement that Borrower has not incurred any indebtedness other than indebtedness permitted hereunder; (vi) an aged receivables report, (vii) rent rolls identifying the leased premises, names of all tenants, units leased, monthly rental and all other charges payable under each Lease, term of Lease and date of expiration, (viii) a year-by-year schedule showing the rentable area of the Improvements and the Fiscal Year, and a calculation of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for total base rent attributable to Leases expiring each year. Each such period. Such statements for each Fiscal Quarter statement shall be accompanied by an Officer’s Certificate certifying (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s knowledge, (A1) that such statements items are true, correct, accurate, and complete and fairly represent present the financial condition and results of the operations of Mortgage Borrower and Master Lesseethe Property in accordance with GAAP or federal income tax accounting principles, consistently applied, (Bsubject to normal year-end adjustments) that as of the date of such Officer’s Certificate, no and (2) whether there exists a Default or Event of Default exists under this AgreementDefault, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, and if so, specifying the nature and status thereof, the period of each such Event of Default time it has existed and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease or the Property in which the amount involved is $2,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto it and (Dix) during a Cash Management Period, a reconciliation of Operating Expenses identifying those funds which were disbursed to Borrower from the amount by Operating Expense Subaccount during the prior calendar quarter which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations have not been used to be made by Mezzanine Lender pursuant to the terms hereofpay Approved Operating Expenses.

Quarterly Reports. Commencing not later than forty-five (45) days following the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending in January 2006), Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee Lessee, pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect of the Property and unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR as of the end of such Fiscal Quarter and for the corresponding Fiscal Quarter of the previous year, including a statement of net operating income (in respect of the Property) for the year to date and a statement of revenues and expenses for such Fiscal Quarter, and a comparison of the year to date results with (i) the results for the same period of the previous year, (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter shall be accompanied by an Officer’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s knowledge, (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master Lessee, (B) that as of the date of such Officer’s Certificate, no Event of Default exists under this Agreement, the Mezzanine Note Notes or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease Lessee or the Property in which the amount involved is $2,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof.

Quarterly Reports. Commencing not later than forty-five Borrower shall furnish, or cause to be furnished, to Lender on or before sixty (4560) days following after the end of each Fiscal Quarter (commencing with calendar quarter the Fiscal Quarter ending in January 2006)following items, Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect of the Property and unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR as of the end of such Fiscal Quarter and for the corresponding Fiscal Quarter of the previous year, including a statement of net operating income for the year to date and a statement of revenues and expenses for such Fiscal Quarter, and a comparison of the year to date results with (i) the results for the same period of the previous year, (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter shall be accompanied by an Officer’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s knowledge, (A) stating that such statements items are true, correct and complete and fairly represent present the financial condition and results of the operations of Mortgage Borrower and Master Lesseethe Property (subject to normal year-end adjustments) as applicable: (i) a rent roll for the subject quarter; (ii) (A) a balance sheet for Borrower as of the last day of such quarter prepared by a certified public accountant reasonably acceptable to Lender (provided, however, for so long as the Ionis Lease is in full force and effect and no Event of Default exists, such certified public accountant may be an employee of Sponsor) and (B) quarterly and year-to-date operating statements prepared by a certified public accountant reasonably acceptable to Lender (provided, however, for so long as the Ionis Lease is in full force and effect and no Event of Default exists, such certified public accountant may be an employee of Sponsor) for such quarter, noting Gross Income from Operations, Operating Expenses, Capital Expenditures, Net Operating Income, Net Cash Flow and such other information necessary and sufficient to fairly represent the financial position and results of operation of the Property during such quarter, all in form satisfactory to Lender; and (iii) a calculation reflecting the Debt Service Coverage Ratio as of the last day of such quarter for such quarter and for the last four quarters. In addition, such Officer’s Certificate shall also state that the representations and warranties of Borrower set forth in Section 3.1.24 are true and correct in all material respects as of the date of such Officer’s Certificate, certificate and that there are no Event of Default exists under this Agreement, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document trade payables and operational debt outstanding for more than sixty (Mortgage60) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease or the Property in which the amount involved is $2,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereofdays.

Quarterly Reports. Commencing not later than forty-five (45) days following the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending in January June, 2006), Mezzanine Borrower shall cause Mortgage Borrower to deliver, and shall cause Master Lessee pursuant to the Master Leasedeliver, to deliver to Mezzanine Lender quarterly sales reports in respect of the Property and unaudited financial statementsstatements of Guarantor, Borrower, Maryland Loan Guarantor and Master Lessee, internally prepared on an accrual basisin accordance with GAAP, reporting Portfolio Four-Wall EBITDAR Master Lessee’s EBITDAR, including (i) a balance sheet and profit and loss statement, as of the end of such Fiscal Quarter and for the corresponding Fiscal Quarter of the previous year, including a statement of net operating income (in respect of the Property) for the year to date and (ii) a statement of revenues and expenses for such Fiscal Quarter, and together with a comparison of the year to date results with (iA) the results for the same period of the previous year, (iiB) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iiiC) the portion of the Annual Budget applicable to such period, and (c) a calculation of the LCR for such period and the Fiscal Year, and a calculation statement of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter shall be accompanied by an Officer’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s knowledge, (A1) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower Borrower, Maryland Loan Guarantor and Master Lessee, (B2) that as of the date of such Officer’s Certificate, no Event of Default exists under this Agreement, the Mezzanine Note Notes or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C3) that as of the date of each Officer’s Certificate, no litigation exists (A) involving Mezzanine Borrower, Master Lease Maryland Loan Guarantor or the Property in which the amount involved is $2,000,000 500,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, oror (B) involving Master Lessee which if adversely determined would be reasonably likely to have a Material Adverse Effect, or if so, specifying such litigation and the actions being taking in relation thereto and (D4) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budget. Such financial statements Borrower shall contain provide such other financial information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereofof this Agreement.

Quarterly Reports. Commencing not Not later than forty-five (45) days following the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending in January 2006)fiscal quarter, Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect of the Property and unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR a cash basis including a balance sheet and profit and loss statement as of the end of such Fiscal Quarter quarter and for the corresponding Fiscal Quarter quarter of the previous year, including a statement of net operating income for the year to date if applicable, and a statement of revenues and expenses for the year to date, a statement of Net Operating Income for such Fiscal Quarterquarter, and a comparison of the year to date results with (i) after the second (2nd) Fiscal Year occurring after the Closing Date, the results for the same period of the previous year, if applicable, and (ii) if the results that had been projected by Mortgage Borrower Existing Citibank Lease shall no longer be in full force and Master Lessee for such period and (iii) effect, the Annual Budget for such period and the Fiscal Year; provided, however, that solely with respect to the fourth (4th) fiscal quarter of each Fiscal Year, (1) Borrower shall only be obligated to deliver to Lender on or prior to the expiration of such forty-five (45) day period an Officer's Certificate stating whether or not, to the best of Borrower's Knowledge, any events or circumstances exist which, with or without the giving of notice, the passage of time or both, may constitute a monetary or material non-monetary default on the part of Borrower or the Citibank Tenant under the Citibank Lease and a calculation (2) Borrower shall deliver the items set forth above in this sentence with respect to each such fourth (4th) fiscal quarter simultaneously with the delivery by Borrower of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent annual report for such Fiscal Year pursuant to Section 11.2.2 below (i.e., rather than on or prior to the expiration of such forty-five (45) day period). Such statements for each Fiscal Quarter quarter shall be accompanied by an Officer’s 's Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s 's knowledge, (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master LesseeBorrower, (B) that as of the date of such Officer’s 's Certificate, no Event of Default exists under this Agreement, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, Default and (C) that as of the date of each Officer’s 's Certificate, no litigation exists involving Mezzanine Borrower, Master Lease or proceeding affecting Borrower or the Property or any part thereof in which the amount involved is $2,000,000 1,000,000 (either individually or in the aggregate) or more and not covered by insurance or in which all injunctive or substantially all of the potential liability similar relief is not covered by insurance, sought and likely to be obtained or, if so, specifying such litigation and the status thereof and any actions being taking in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereofthereto.

Quarterly Reports. Commencing not Not later than forty-five sixty (4560) days following the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending in January 2006)fiscal quarter, Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect of the Property and unaudited financial statementsstatements for Borrower and each Guarantor, internally prepared on an a accrual basis, reporting Portfolio Four-Wall EBITDAR basis including a balance sheet and profit and loss statement as of the end of such Fiscal Quarter quarter and for the corresponding Fiscal Quarter quarter of the previous year, including a statement of net operating income for the year to date and a statement of revenues and expenses for the year to date, a statement of Net Operating Income for such Fiscal Quarterquarter, and a comparison of the year to date results with (i) the results for the same period of the previous year, (ii) the results that had been projected by Mortgage Borrower and Master Lessee each Guarantor for such period and (iii) the Annual Budget for such period and the Fiscal Year. Borrower shall also delivery a projection of the real estate tax contribution of Bank of America, N.A. as additional rent under the BofA Lease during the immediately following fiscal quarter and a calculation description of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for Individual Properties to which such periodtax contribution relates. Such statements for each Fiscal Quarter quarter shall be accompanied by an Officer’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s knowledge, (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master Lesseeeach Guarantor, (B) that as of the date of such Officer’s Certificate, no Event of Default exists under this Agreement, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease or the Property or either Guarantor in which the amount involved is $2,000,000 500,000 (in the aggregate) or more or in and which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) the amount by which actual operating expenses Operating Expenses were greater than or less than the operating expenses Operating Expenses anticipated in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof.

Quarterly Reports. Commencing not later than Borrower shall furnish, or cause to be furnished, to Lender on or before twenty-five (25) days after the end of each calendar quarter an estimated balance sheet and income statement as of the last day of such quarter. Additionally, Borrower shall furnish, or cause to be furnished to Lender on or before forty-five (45) days following after the end of each Fiscal Quarter calendar quarter the following items, accompanied by an Officer’s Certificate stating that such items are true, correct and complete and fairly present the financial condition and results of the operations of Borrower and the Property and the Collateral(subject to normal year-end adjustments) as applicable: (commencing i) a Rent Roll for the subject quarter with the Fiscal Quarter ending in January 2006), Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee pursuant respect to the Master LeaseProperty; (ii) (A) a final balance sheet (not estimated) for Borrower as of the last day of such quarter, and (B) quarterly and year-to-date operating statements prepared for such quarter, noting Gross Revenues, Operating Expenses, Capital Expenditures, Net Operating Income, a comparison to deliver the Approved Annual Budget with an explanation of any variances of 5% or more between the actual total Operating Expenses incurred with respect to Mezzanine Lender quarterly sales reports an individual Property for the applicable period and the total Operating Expenses set forth in the Approved Annual Budget with respect to such Property for the applicable period, and such other information necessary and sufficient to fairly represent the financial position and results of operation of the Property and unaudited financial statementsthe Collateral during such quarter, internally prepared on an accrual basisall in form satisfactory to Lender; (iii) a calculation reflecting the Debt Service Coverage Ratio as of the last day of such quarter for such quarter and for the last four quarters (except that prior to the first anniversary of the Closing Date, reporting Portfolio Four-Wall EBITDAR said calculation shall only include the period from the Closing Date through the date of such calculation) and (iv) a reconciliation of all Qualified Capital Contributions and Borrower’s Invested Equity as of the end of such Fiscal Quarter quarter, together with a detailed statement setting forth the purpose and use for all such capital contributions on a line item basis (the corresponding Fiscal Quarter of the previous year“BIE Reconciliation Statement”). In addition, including a statement of net operating income for the year to date and a statement of revenues and expenses for such Fiscal Quarter, and a comparison of the year to date results with (i) the results for the same period of the previous year, (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter shall be accompanied by an Officer’s Certificate (or shall also state that the representations and warranties of Borrower set forth in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s knowledge, (A) that such statements fairly represent the financial condition Section 3.1.24 are true and results of operations of Mortgage Borrower and Master Lessee, (B) that correct as of the date of such Officer’s Certificate, certificate and that there are no Event of Default exists under this Agreement, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document trade payables and operational debt outstanding for more than sixty (Mortgage60) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease or the Property in which the amount involved is $2,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereofdays.

Quarterly Reports. Commencing not later than forty-five (45) Within 60 days following after the end of each of the first three Fiscal Quarter Quarters of each Fiscal Year (commencing with or within three Business Days following such earlier date on which Ultimate Parent Co-Borrower, Holdco Co-Borrower, WII Co-Borrower, Parent or Arby’s Opco Borrower is required to file a Form 10-Q under the Fiscal Quarter ending in January 2006Exchange Act), Mezzanine financial information regarding Ultimate Parent Co-Borrower shall cause Mortgage and its Subsidiaries consisting of Consolidated unaudited balance sheets of Ultimate Parent Co-Borrower to cause Master Lessee pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect of the Property and unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR its Subsidiaries as of the close of such quarter and the related statements of income and cash flow for such quarter and that portion of the Fiscal Year ending as of the close of such quarter setting forth in comparative form the figures for the corresponding period in the prior year (starting with periods ended in 2010), and previously delivered budgeted amounts, in each case (other than budgeted amounts) certified by a Responsible Officer of Ultimate Parent Co-Borrower as fairly presenting in all material respects the Consolidated financial position of Ultimate Parent Co-Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments). In addition, Ultimate Parent Co-Borrower shall provide a separate schedule displaying a consolidating balance sheet and statements of income and cash flows separating out each Unrestricted Subsidiary (which shall be required only if Ultimate Parent Co-Borrower has, or during such Fiscal Quarter and for had, any Unrestricted Subsidiaries) certified by a Responsible Officer of Ultimate Parent Co-Borrower as fairly presenting in all material respects the corresponding Fiscal Quarter of information set forth therein in a manner consistent with Ultimate Parent Co-Borrower’s internal consolidating schedules that support the previous year, including a statement of net operating income for the year to date and a statement of revenues and expenses for such Fiscal Quarter, and a comparison of the year to date results with (i) the results for the same period of the previous year, (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter shall be accompanied by an Officer’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s knowledge, (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master Lessee, (B) that as of the date of such Officer’s Certificate, no Event of Default exists under this Agreement, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease or the Property in which the amount involved is $2,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budget. Such Consolidated financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations Ultimate Parent Co-Borrower referred to be made by Mezzanine Lender pursuant to the terms hereofabove.

Quarterly Reports. Commencing not later than forty-five (45) days following the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending in January 2006December 31, 2007), Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee Lessee, pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales revenue reports in respect of the Property and unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR as of the end of such Fiscal Quarter and for the corresponding Fiscal Quarter of the previous year, including a statement of net operating income (in respect of the Property) for the year to date and a statement of revenues and expenses for such Fiscal Quarter, and a comparison of the year to date results with (i) the results for the same period of the previous year, year and (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCRLCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter shall shall: (A) fairly represent the financial condition and results of operations of Master Lessee and (B) be accompanied by an Officer’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) Certificate certifying to the best of the signer’s knowledge, that the requirements in clauses (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master Lessee, (B) above have been satisfied. Such statements shall also be accompanied by an Officer’s Certificate certifying to the best of the signer’s knowledge that as of the date of such Officer’s Certificate, (1) no Mortgage Event of Default exists under the Loan Agreement (Mortgage), the Mortgage Notes or any other Loan Document (Mortgage), or, if so, specifying the nature and status of each such Mortgage Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Mortgage Event of Default, (2) no Event of Default exists under this Agreement, the Mezzanine Note Notes or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Mezzanine Borrower or proposed to be taken to remedy such Event of Default, Default and (C3) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Mortgage Borrower, Master Lease Lessee or the Property in which the amount involved is $2,000,000 5,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking taken in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budgetthereto. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof.

Quarterly Reports. Commencing not Not later than forty-five (45) days following the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending in January 2006)fiscal quarter, Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect of the Property and unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR a cash basis including a balance sheet and profit and loss statement as of the end of such Fiscal Quarter quarter and for the corresponding Fiscal Quarter quarter of the previous year, including a statement of net operating income for the year to date and a statement of revenues and expenses for the year to date, a statement of Net Operating Income for such Fiscal Quarterquarter, and a comparison of the year to date results with (i) the results for the same period of the previous year, (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter quarter shall be accompanied by an Officer’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signerBorrower’s knowledge, (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master LesseeBorrower, (B) that as of the date of such Officer’s Certificate, no Event of Default exists under this Agreement, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease Borrower or the Property in which the amount involved is $2,000,000 1,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) the amount by which actual operating expenses Operating Expenses for such quarter were greater than or less than the operating expenses Operating Expenses anticipated in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof.

Quarterly Reports. Commencing not later than forty-five (45) days following the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending in January 2006December 31, 2007), Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee Lessee, pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales revenue reports in respect of the Property and unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR as of the end of such Fiscal Quarter and for the corresponding Fiscal Quarter of the previous year, including a statement of net operating income (in respect of the Property) for the year to date and a statement of revenues and expenses for such Fiscal Quarter, and a comparison of the year to date results with (i) the results for the same period of the previous year, year and (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCRLCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter shall shall: (A) fairly 110 represent the financial condition and results of operations of Master Lessee and (B) be accompanied by an Officer’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) Certificate certifying to the best of the signer’s knowledge, that the requirements in clause (A) that such above have been satisfied. Such statements fairly represent shall also be accompanied by an Officer’s Certificate certifying to the financial condition and results best of operations of Mortgage Borrower and Master Lessee, (B) the signer’s knowledge that as of the date of such Officer’s Certificate, (1) no Mortgage Event of Default exists under the Loan Agreement (Mortgage), the Mortgage Notes or any other Loan Document (Mortgage), or, if so, specifying the nature and status of each such Mortgage Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Mortgage Event of Default, (2) no Event of Default exists under this Agreement, the Mezzanine Note Notes or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Mezzanine Borrower or proposed to be taken to remedy such Event of Default, Default and (C3) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Mortgage Borrower, Master Lease Lessee or the Property in which the amount involved is $2,000,000 5,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking taken in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budgetthereto. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof.

Quarterly Reports. Commencing not later than Borrower shall furnish to Lender within forty-five (45) days following after the end of each Fiscal Quarter calendar quarter the following items: (commencing with a) year-to-date operating statements, noting Net Operating Income and other information necessary and sufficient under GAAP to fairly represent the Fiscal Quarter ending in January 2006), Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect financial position and results of operation of the Property and unaudited financial statementsduring such calendar quarter, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR as of the end of such Fiscal Quarter and for the corresponding Fiscal Quarter of the previous year, including all in form satisfactory to Lender; (b) a statement of net operating income for the year to date and a statement of revenues and expenses balance sheet for such Fiscal Quarter, and calendar quarter; (c) a comparison of the year to budgeted income and expenses and the actual income and expenses year-to-date results with (i) the results for the same period Property, together with a detailed explanation of the previous year, any variances of ten percent (ii10%) the results that had been projected by Mortgage Borrower or more between budgeted and Master Lessee actual amounts for such period and year-to-date; (iiid) a statement of the Annual Budget for actual Capital Expenses made by Borrower during each calendar quarter as of the last day of such period calendar quarter; (e) a statement that Borrower has not incurred any indebtedness other than Permitted Indebtedness; (f) an aged receivables report; and (g) rent rolls identifying the Fiscal Yearleased premises, names of all tenants, units leased, monthly rental and all other charges payable under each Lease, date to which paid, term of Lease, date of occupancy, date of expiration and a calculation of delinquency report for the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for Property. Each such period. Such statements for each Fiscal Quarter statement shall be accompanied by an Officer’s Certificate (or substantially in accordance with the case of the sales reports a Master Lessee Officer’s Certificateform attached as Schedule 14-2 hereto) certifying certifying, to the best of the signer’s knowledge, (Ai) that such statements items are true, correct, accurate, and complete in all material respects and fairly represent present the financial condition and results of the operations of Mortgage Borrower and Master Lesseethe Property as of the respective dates thereof in accordance with GAAP (subject to normal year-end adjustments), (Bii) to Borrower’s knowledge, whether there exists a Default or Event of Default, and if so, the nature thereof, the period of time it has existed and the action then being taken to remedy it, (iii) that as of the date of such Officer’s Certificate, no Event of Default exists under this Agreement, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease Borrower or the Property in which the amount involved is $2,000,000 500,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking taken in relation thereto and (Div) the amount by which actual operating expenses incurred by Borrower for such period were greater than or less than the operating expenses anticipated reflected in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof. Notwithstanding the foregoing, the quarterly reporting requirements set forth herein (other than those requirements set forth in subsections (a) and (g) herein which shall remain an obligation of Borrower) will be deemed satisfied by Borrower upon delivering to Lender copies of the Form 10-Q of Guarantor within the timeframes set forth in this Section 6.3.3, so long as: (1) Guarantor is subject to the reporting requirements of the Exchange Act, or any successor statute or statutes thereto, and (2) Guarantor files its financial information with the U.S. Securities and Exchange Commission as and when required by the Exchange Act and such financial information of Guarantor is available to the public.

Quarterly Reports. Commencing not Not later than forty-five (45) days following the end of each Fiscal Quarter calendar quarter (commencing with other than the Fiscal Quarter ending in January 2006fourth (4th) quarter of any calendar year), Mezzanine Borrower shall cause Mortgage Borrower Mortgagor will deliver to cause Master Lessee pursuant Mortgagee (with a copy to the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect of the Property and Rating Agencies) unaudited financial statements, internally prepared on an accrual basisprepared, reporting Portfolio Four-Wall EBITDAR in accordance with GAAP, consistently applied, including a balance sheet as of the end of such Fiscal Quarter and for the corresponding Fiscal Quarter of the previous yearquarter, including a statement of net operating income for the year to date and a statement of revenues and expenses through the end of such quarter, a statement of Net Operating Income as to each Property for such Fiscal Quarterquarter, and, only upon the request of either the Rating Agencies or Mortgagee, a statement of profits and a comparison of the year to date results with (i) the results for the same period of the previous year, (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such periodlosses. Such statements for each Fiscal Quarter quarter shall be accompanied by an Officer’s 's Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s 's knowledge, (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master LesseeMortgagor in accordance with GAAP consistently applied, (B) that as of the date of such Officer’s 's Certificate, no Event of Default exists under this AgreementMortgage, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower Mortgagor or proposed to be taken to remedy such Event of Default, (C) the Debt Service Coverage Ratio for the preceding calendar quarter and calendar year, and (D) that as of the date of each Officer’s 's Certificate, no uninsured litigation exists involving Mezzanine Borrower, Master Lease Mortgagor or the Mortgaged Property in which the amount involved is Two Hundred Fifty Thousand Dollars ($2,000,000 (in the aggregate250,000) or more or in which all or substantially all of the potential liability is not covered by insurancemore, or, if so, specifying such litigation 55 61 and the actions being taking in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budgetaccordance with Section 23 hereof. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender Mortgagee for purposes of calculations to be made by Mezzanine Lender Mortgagee pursuant to the terms hereof. In addition to the quarterly reports required under this subsection (b)(i), Mortgagor shall deliver to Mortgagee and the Rating Agencies, a list of all litigation and proceedings affecting Mortgagor or the Mortgaged Property or any part thereof in which the amount involved is Two Hundred Fifty Thousand Dollars ($250,000) or more, whether or not covered by insurance and whether or not relief is being sought.

Quarterly Reports. Commencing not Not later than forty-five sixty (4560) days following the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending in January 2006)fiscal quarter, Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect of the Property and unaudited financial statementsstatements for Borrower and each Guarantor, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR a cash basis including a balance sheet and profit and loss statement as of the end of such Fiscal Quarter quarter and for the corresponding Fiscal Quarter quarter of the previous year, including a statement of net operating income for the year to date and a statement of revenues and expenses for the year to date, a statement of Net Operating Income for such Fiscal Quarterquarter, and a comparison of the year to date results with (i) the results for the same period of the previous year, (ii) the results that had been projected by Mortgage Borrower and Master Lessee each Guarantor for such period and (iii) the Annual Budget for such period and the Fiscal Year. Borrower shall also delivery a projection of the real estate tax contribution of Bank of America, N.A. as additional rent under the BofA Lease during the immediately following fiscal quarter and a calculation description of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for Individual Properties to which such periodtax contribution relates. Such statements for each Fiscal Quarter quarter shall be accompanied by an Officer’s 's Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s 's knowledge, (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master Lesseeeach Guarantor, (B) that as of the date of such Officer’s 's Certificate, no Event of Default exists under this Agreement, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each Officer’s 's Certificate, no litigation exists involving Mezzanine Borrower, Master Lease or the Property or either Guarantor in which the amount involved is $2,000,000 500,000 (in the aggregate) or more or in and which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) the amount by which actual operating expenses Operating Expenses were greater than or less than the operating expenses Operating Expenses anticipated in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof.

Quarterly Reports. Commencing not later than forty-five (45) days following the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending in January 2006December 31, 2007), Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee Lessee, pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales revenue reports in respect of the Property and unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR as of the end of such Fiscal Quarter and for the corresponding Fiscal Quarter of the previous year, including a statement of net operating income (in respect of the Property) for the year to date and a statement of revenues and expenses for such Fiscal Quarter, and a comparison of the year to date results with (i) the results for the same period of the previous year, year and (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCRLCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter shall shall: (A) fairly represent the financial condition and results of operations of Master Lessee and (B) be accompanied by an Officer’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) Certificate certifying to the best of the signer’s knowledge, that the requirements in clauses (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master Lessee, (B) above have been satisfied. Such statements shall also be accompanied by an Officer’s Certificate certifying to the best of the signer’s knowledge that as of the date of such Officer’s Certificate, (1) no Mortgage Event of Default exists under the Loan Agreement (Mortgage), the Mortgage Notes or any other Loan Document (Mortgage), or, if so, specifying the nature and status of each such Mortgage Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Mortgage Event of Default, (2) no Senior Mezzanine Event of Default exists under the Senior Mezzanine Loan Agreement, the Senior Mezzanine Notes or any other Senior Mezzanine Loan Document or, if so, specifying the nature and status of each such Senior Mezzanine Event of Default and the action then being taken by Senior Mezzanine Borrower or proposed to be taken to remedy such Senior Mezzanine Event of Default, (3) no Event of Default exists under this Agreement, the Mezzanine Note Notes or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Mezzanine Borrower or proposed to be taken to remedy such Event of Default, Default and (C4) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Mortgage Borrower, Master Lease Lessee or the Property in which the amount involved is $2,000,000 5,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking taken in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budgetthereto. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof.

Quarterly Reports. Commencing not Not later than forty-five (45) days following the end of each Fiscal Quarter calendar quarter (commencing with other than the Fiscal Quarter ending in January 2006fourth (4th) quarter of any calendar year), Mezzanine Borrower shall cause Mortgage Borrower will deliver to cause Master Lessee pursuant Lender (with a copy to the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect of the Property and Rating Agencies) unaudited financial statements, internally prepared on an accrual basisprepared, reporting Portfolio Four-Wall EBITDAR in accordance with GAAP, consistently applied, including a balance sheet as of the end of such Fiscal Quarter and for the corresponding Fiscal Quarter of the previous yearquarter, including a statement of net operating income for the year to date and a statement of revenues and expenses through the end of such quarter, a statement of Net Operating Income as to each Property and aggregated for all the Properties for such Fiscal Quarterquarter, and, only upon the request of either the Rating Agencies or Lender, a statement of profits and a comparison of the year to date results with (i) the results for the same period of the previous year, (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such periodlosses. Such statements for each Fiscal Quarter quarter shall be accompanied by an Officer’s 's Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s 's knowledge, (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master Lesseein accordance with GAAP consistently applied, (B) that as of the date of such Officer’s 's Certificate, no Event of Default exists under this AgreementMortgage, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) the Debt Service Coverage Ratio for the preceding calendar quarter and calendar year, and (D) that as of the date of each Officer’s 's Certificate, no uninsured litigation exists involving Mezzanine Borrower, Master Lease Borrower or the Mortgaged Property in which the aggregate amount involved is Two Hundred Fifty Thousand Dollars ($2,000,000 (in the aggregate250,000) or more or in which all or substantially all of the potential liability is not covered by insurancemore, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budgetaccordance with Section 23 hereof. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof. In addition to the quarterly reports required under this subsection (b)(i), Borrower shall deliver to Lender and the Rating Agencies, a list of all litigation and proceedings affecting Borrower or the Mortgaged Property or any part thereof in which the aggregate amount involved is Two Hundred Fifty Thousand Dollars ($250,000) or more, whether or not covered by insurance and whether or not relief is being sought.

Quarterly Reports. Commencing not later than forty-five (45) days following the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending in January 2006December 31 2007), Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee Lessee, pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales revenue reports in respect of the Property and unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR as of the end of such Fiscal Quarter and for the corresponding Fiscal Quarter of the previous year, including a statement of net operating income (in respect of the Property) for the year to date and a statement of revenues and expenses for such Fiscal Quarter, and a comparison of the year to date results with (i) the results for the same period of the previous year, year and (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCRLCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter shall shall: (A) fairly represent the financial condition and results of operations of Master Lessee and (B) be accompanied by an Officer’s Certificate (or in the case of the sales reports and a Master Lessee Officer’s Certificate) Certificate certifying to the best of the signer’s knowledge, (1) that the requirements in clause (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master Lessee, above have been satisfied; (B2) that as of the date of such Officer’s Certificate, no Event of Default exists under this Agreement, the Mezzanine Note Notes or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, and (C3) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease Lessee or the Property in which the amount involved is $2,000,000 5,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking taken in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budgetthereto. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof.

Quarterly Reports. Commencing not later than forty-five (45) Within 50 days following after the end of the first three Fiscal Quarters of each Fiscal Quarter Year (commencing or such longer period as would be permitted by the SEC if the Borrower or Holdings (or any Parent Entity) were then subject to SEC reporting requirements as a non-accelerated filer) beginning with the Fiscal Quarter ending in January 2006)March 31, Mezzanine 2021, financial information regarding the Borrower shall cause Mortgage Borrower to cause Master Lessee pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect and its Subsidiaries consisting of the Property and (A) consolidated unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR balance sheets as of the end of each quarter and (B) the related statements of operations for such quarter and for that portion of the Fiscal Quarter Year ending as of the close of such quarter and cash flow for that portion of the Fiscal Year ending as of the close of such quarter, certified by a Responsible Officer of Borrower as fairly presenting the consolidated financial condition of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments and the absence of comparable balance sheets or figures for the corresponding period in the prior Fiscal Quarter Year) together with a management’s discussion and analysis of financial information (which need not be prepared in accordance with Item 303 of Regulation S-K of the previous yearSecurities Act). Notwithstanding the foregoing, including a statement the obligations in this Section 6.1(a) may be satisfied with respect to financial information of net operating income for the year to date and a statement of revenues and expenses for such Fiscal Quarter, and a comparison of the year to date results with (i) the results for the same period of the previous year, (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter shall be accompanied its Subsidiaries by an Officer’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s knowledge, furnishing (A) that such the applicable financial statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master Lessee, Holdings (or any Parent Entity) or (B) that Borrower’s, or Holdings’ (or any Parent Entity’s), as applicable, quarterly report on Form 10-Q filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to Holdings (or a Parent Entity) and Holdings (or such Parent Entity) has material operations separate and apart from its ownership of the date of Borrower, such Officer’s Certificateinformation is accompanied by information that explains in reasonable detail (as determined by Borrower in good faith) the differences between the information relating to Holdings (or such Parent Entity), no Event of Default exists under this Agreementon the one hand, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage information relating to Borrower or proposed to be taken to remedy such Event of Defaultand its Subsidiaries on a standalone basis, (C) that as of on the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease or the Property in which the amount involved is $2,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereofhand.

Quarterly Reports. Commencing not Not later than forty-five (45) days following the end of each Fiscal Quarter fiscal quarter, Borrower will deliver to Lender (commencing with the Fiscal Quarter ending in January 2006)with, Mezzanine Borrower if a Securitization shall cause Mortgage Borrower to cause Master Lessee pursuant have occurred, a copy to the Master Lease, Rating Agencies) unaudited operating statements with respect to deliver to Mezzanine Lender quarterly sales reports in respect of Borrower and the Property and unaudited financial statementsHolding Company, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR basis including a balance sheet statement of operations as of the end of such Fiscal Quarter the trailing twelve (12) month period and for the corresponding Fiscal Quarter previous trailing twelve (12) month period (however, for any quarter prior to the twelve month anniversary of the previous yearClosing Date, including a statement for the quarter and the period from the Closing Date through the end of the then current quarter) a statement of net operating income for the year to date and a statement of revenues and expenses Net Operating Income for such Fiscal Quarterperiod, and a comparison of the year to date results with (i) the results for the same period of the previous year, period (only at such time after the one-year anniversary of the Closing Date) and (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter quarter shall be accompanied by an Officera Borrower’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s knowledge, (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master Lesseethe Property, (B) that as of the date of such OfficerBorrower’s Certificate, to Borrower’s knowledge no Event of Default exists under this Agreement, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each OfficerBorrower’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease Borrower or the Property in which the amount involved is $2,000,000 1,500,000 (in the aggregate) or more or and in which all or substantially all of the potential liability is not covered by insurance, orand, if so, specifying such litigation and the actions being taking in relation thereto thereto, and (D) the amount by which actual operating expenses Operating Expenses, for the quarter then ended, were greater than or less than the operating expenses Operating Expenses, for the quarter then ended, anticipated in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof.

Quarterly Reports. Commencing not later than Borrower will (and will cause Senior Mezzanine Loan Borrower to or shall cause Owner to) maintain full and accurate books of accounts and other records reflecting the results of the operations of the Property and will furnish to Lender on or before forty-five (45) days following after the end of each Fiscal Quarter calendar quarter the following items, each certified by Borrower as being true and correct in all material respects: (commencing with i) a written statement (rent roll) dated as of the Fiscal Quarter ending in January 2006)last day of each such calendar quarter identifying each of the Leases (excluding subleases) by the term, Mezzanine Borrower shall cause Mortgage Borrower space occupied, rental required to cause Master Lessee pursuant be paid, security deposit paid, any rental concessions, and a report identifying any defaults or payment delinquencies thereunder; (ii) monthly and year to date operating statements prepared for each calendar month during each such calendar quarter, noting Net Operating Income, and operating expenses, and including an itemization of actual (not pro forma) capital expenditures and other information necessary and sufficient under generally accepted accounting practices to fairly represent the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect financial position and results of operation of the Property during such calendar month, all in form satisfactory to Lender; (iii) a property balance sheet for each such calendar quarter; (iv) a comparison of the budgeted income and unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR expenses and the actual income and expenses for year to date together with a detailed explanation of any variances of five percent (5%) or more between budgeted and actual amounts for such year to date period; and (v) a calculation reflecting the Debt Service Coverage Ratio as of the last day of each such calendar quarter. Until a Securitization has occurred, Borrower shall (and shall cause Senior Mezzanine Loan Borrower to, or shall cause Owner to) furnish monthly each of the items listed in the immediately preceding sentence within thirty (30) days after the end of such Fiscal Quarter and for the corresponding Fiscal Quarter of the previous year, including a statement of net operating income for the year to date and a statement of revenues and expenses for such Fiscal Quarter, and a comparison of the year to date results with (i) the results for the same period of the previous year, (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter shall be accompanied by an Officer’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s knowledge, (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master Lessee, (B) that as of the date of such Officer’s Certificate, no Event of Default exists under this Agreement, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease or the Property in which the amount involved is $2,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereofmonth.

Quarterly Reports. Commencing not later than forty-five (45) days following the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending in January 2006December 31 2007), Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee Lessee, pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales revenue reports in respect of the Property and unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR as of the end of such Fiscal Quarter and for the corresponding Fiscal Quarter of the previous year, including a statement of net operating income (in respect of the Property) for the year to date and a statement of revenues and expenses for such Fiscal Quarter, and a comparison of the year to date results with (i) the results for the same period of the previous year, year and (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCRLCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter shall shall: (A) fairly represent the financial condition and results of operations of Master Lessee and (B) be accompanied by an Officer’s Certificate (or in the case of the sales reports and a Master Lessee Officer’s Certificate) Certificate certifying to the best of the signer’s knowledge, (1) that the requirements in clauses (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master Lessee, (B) above have been satisfied; (2) that as of the date of such Officer’s Certificate, no Event of Default exists under this Agreement, the Mezzanine Note Notes or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, and (C3) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease Lessee or the Property in which the amount involved is $2,000,000 5,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking taken in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budgetthereto. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof.

Quarterly Reports. Commencing not Not later than forty-five (45) days ----------------- following the end of each Fiscal Quarter calendar quarter (commencing with other than the Fiscal Quarter ending in January 2006fourth (4th) quarter of any calendar year), Mezzanine Borrower shall cause Mortgage Borrower Grantor will deliver to cause Master Lessee pursuant Beneficiary (with a copy to the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect of the Property and Rating Agencies) unaudited financial statements, internally prepared on an accrual basisprepared, reporting Portfolio Four-Wall EBITDAR in accordance with GAAP, consistently applied, including a balance sheet as of the end of such Fiscal Quarter quarter, and for a statement of revenues and expenses through the corresponding Fiscal Quarter end of the previous yearsuch quarter, including a statement of net operating income for the year to date and such quarter, a statement of revenues profits and expenses for such Fiscal Quarterlosses as to each Property, and a comparison of the budgeted income and expenses and the actual income and expenses for each quarter and year to date results date, together with a detailed explanation of any variances between budgeted and actual amounts that are greater than (ix) the results for the same period of the previous year$ , (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iiiy) the Annual Budget five percent (5%) or more for such period and the Fiscal Year, and a calculation of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such periodeach line item therein. Such statements for each Fiscal Quarter quarter shall be accompanied by an Officer’s 's Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s 's knowledge, (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master LesseeGrantor in accordance with GAAP consistently applied, (B) that as of the date of such Officer’s 's Certificate, no Event of Default exists under this AgreementMortgage, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower Grantor or proposed to be taken to remedy such Event of Default, (C) the Debt Service Coverage Ratio for the preceding calendar quarter and calendar year, and (D) that as of the date of each Officer’s 's Certificate, no litigation exists involving Mezzanine Borrower, Master Lease Grantor or the Property Trust Estate in which the amount involved is $2,000,000 (in the aggregate) 100,000 or more or in which all or substantially all of the potential liability is not covered by insurancemore, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budgetaccordance with Section ------- 23 hereof. Such financial statements shall contain such other information -- as shall be reasonably requested by Mezzanine Lender Beneficiary for purposes of calculations to be made by Mezzanine Lender Beneficiary pursuant to the terms hereof.

Quarterly Reports. Commencing not later than forty-five (45) days following the end of each Fiscal Quarter (commencing with the current Fiscal Quarter), Borrower shall deliver to the Administrative Agent unaudited financial statements for such Fiscal Quarter ending in January 2006), Mezzanine for the Borrower shall cause Mortgage Borrower to and each of the PropCo Subsidiaries and cause Master Lessee Lessee, pursuant to the Master Lease, to deliver to Mezzanine Lender the Administrative Agent quarterly sales reports in respect of the Property Borrowing Base Properties and unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR as of the end of such Fiscal Quarter and for the corresponding Fiscal Quarter of the previous year, including a statement of net operating income (in respect of the Borrowing Base Properties (which, with respect to such statement and any other statement, report or other information required in respect of the revenues, expenses, income, sales, reports or other similar characteristics of a Borrowing Base Property shall be deemed for purposes of this Section 14 to mean those Borrowing Base Properties that are at the time in question under the Master Lease and operated by Master Lessee) for the year to date and a statement of revenues and expenses for such Fiscal Quarter, and a comparison of the year to date results with (i) the results for the same period of the previous year, (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCR, LTV RatioICR, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter shall be accompanied by an Officer’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s knowledge, (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower (as consolidated with the PropCo Subsidiaries) and Master Lessee, (B) that as of the date of such Officer’s Certificate, no Event of Default exists under this Agreement, the Mezzanine Note Notes or any other Mezzanine Loan Credit Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, any PropCo Subsidiary, HoldCo, Master Lease Lessee or any of the Property Borrowing Base Properties in which the amount involved is $2,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender the Administrative Agent for purposes of calculations to be made by Mezzanine Lender the Administrative Agent pursuant to the terms hereof. All of such information shall be prepared on an aggregate basis for all of the Borrowing Base Properties.

Quarterly Reports. Commencing not Not later than forty-five (45) days following the end of each Fiscal Quarter fiscal quarter (commencing with other than the Fiscal Quarter ending in January 2006last quarter of each fiscal year), Mezzanine Borrower and Maryland Owner shall cause Mortgage Borrower to cause Master Lessee pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect of the Property and unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR basis including a balance sheet and statement of operations as of the end of such Fiscal Quarter quarter and for the corresponding Fiscal Quarter quarter of the previous year, including a statement of net operating income for the year to date and a statement of revenues and expenses Net Operating Income for such Fiscal Quarterquarter and year-to-date, and a comparison of the year to date results with (ia) to the extent prepared by Borrower and/or Maryland Owner, the results for the same period of the previous year, (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iiib) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter quarter shall be in the form attached hereto as Schedule 11.2.1 and shall be accompanied by an Officer’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) , certifying to the best of the signer’s knowledge, (Ai) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master LesseeMaryland Owner as of the respective dates thereof, (Bii) that as of the date of such Officer’s Certificate, no Event of Default exists under this Agreement, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower and/or Maryland Owner or proposed to be taken to remedy such Event of Default, Default and (Ciii) that as of the date of each such Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease Maryland Owner or the any Individual Property in which the amount involved is One Million and No/100 Dollars ($2,000,000 1,000,000.00) (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budgetthereto. Such financial statements submission shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof. Additionally, from and after and during the continuance of a monetary or material non-monetary Default or Event of Default, and during any Guarantor Rating Period, in the event that any Guaranty remains in effect hereunder, Borrower and Maryland Owner shall at Lender’s request provide such financial statements and balance sheets on a monthly basis, within thirty (30) days following the end of each calendar month.

Quarterly Reports. Commencing not Not later than forty-five sixty (4560) days following the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending in January 2006)fiscal quarter, Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect of the Property and unaudited financial statementsstatements for Borrower and the Guarantor, internally prepared on an accrual basisin accordance with GAAP, reporting Portfolio Four-Wall EBITDAR consistently applied, including a balance sheet and profit and loss statement as of the end of such Fiscal Quarter quarter and for the corresponding Fiscal Quarter quarter of the previous year, including a statement of net operating income for the year to date and a statement of revenues and expenses for such Fiscal Quarterthe year to date, and a comparison of the year to date results with (i) the results for the same period of the previous year, (ii) the results that had been projected by Mortgage Borrower and Master Lessee the Guarantor for such period and (iii) the Annual Budget for such period and the Fiscal YearYear and containing, if requested by Lender, a detailed explanation of any variances of five percent (5%) or more between the budgeted and actual amounts for such periods, all in form satisfactory to Lender. Borrower shall also deliver a projection of the real estate tax contribution of Bank of America, N.A. as additional rent under the BofA Lease during the immediately following fiscal quarter and a calculation description of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for Individual Properties to which such periodtax contribution relates. Such statements for each Fiscal Quarter quarter shall be accompanied by an Officer’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s knowledge, (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master Lesseethe Guarantor, (B) that as of the date of such Officer’s Certificate, no Event of Default exists under this Agreement, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease or the Property or either Guarantor in which the amount involved is $2,000,000 500,000 (in the aggregate) or more or in and which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) the amount by which actual operating expenses Operating Expenses were greater than or less than the operating expenses Operating Expenses anticipated in the applicable Annual Budget. Furthermore, such Officer’s Certificate shall also state that the representations and warranties of Borrower set forth in Section 4.1.29 are true and correct as of the date of such Officer’s Certificate and that there are no trade payables outstanding for more than sixty (60) days. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof. Schedule XIV attached hereto contains the form of quarterly report that the Borrower shall deliver pursuant to this Section.

Quarterly Reports. Commencing not later than forty-five (45) Borrower shall furnish to Lender, within 30 days following after the end of each Fiscal Quarter calendar quarter, the following items: (commencing with i) operating statements, noting Net Operating Income and other information necessary and sufficient under GAAP to fairly represent the Fiscal Quarter ending in January 2006), Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect financial position and results of operation of the Property and unaudited financial statementsduring such period, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR all in form satisfactory to Lender; (ii) a balance sheet as of the end of such Fiscal Quarter and for the corresponding Fiscal Quarter of the previous year, including a statement of net operating income for the year to date and a statement of revenues and expenses for such Fiscal Quarter, and period; (iii) a comparison of the year to budgeted income and expenses and the actual income and expenses for each month and year-to-date results with (i) the results for the same period Property, together with a detailed explanation of the previous year, any variances of ten percent (ii10%) the results that had been projected by Mortgage Borrower or more between budgeted and Master Lessee actual amounts for such period and year-to-date; (iiiiv) a statement of the Annual Budget for actual Capital Expenses made by Borrower during each period as of the last day of such period period; (v) a statement that Borrower has not incurred any indebtedness other than indebtedness permitted hereunder; (vi) an aged receivables report; and (vii) rent rolls identifying the Fiscal Yearleased premises, names of all tenants, units leased, monthly rental and all other charges payable under each Lease, any concessions included in each Lease, date to which paid, term of Lease, date of occupancy, date of expiration, and a calculation of delinquency report for the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for Property. Each such period. Such statements for each Fiscal Quarter statement shall be accompanied by a Compliance Certificate and an Officer’s Certificate certifying (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s knowledge, (A1) that such statements items are true, correct, accurate, and complete and fairly represent present the financial condition and results of the operations of Mortgage Borrower and Master Lessee, the Property in accordance with GAAP (Bsubject to normal year-end adjustments) that as of the date of such Officer’s Certificate, no and (2) whether there exists a Default or Event of Default exists under this AgreementDefault, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, and if so, specifying the nature and status thereof, the period of each such Event of Default time it has existed and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease or the Property in which the amount involved is $2,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereofit.

Quarterly Reports. Commencing not later than forty-five (45) days following the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending in January 2006December 31, 2007), Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee Lessee, pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales revenue reports in respect of the Property and unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR as of the end of such Fiscal Quarter and for the corresponding Fiscal Quarter of the previous year, including a statement of net operating income (in respect of the Property) for the year to date and a statement of revenues and expenses for such Fiscal Quarter, and a comparison of the year to date results with (i) the results for the same period of the previous year, year and (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCRLCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter shall shall: (A) fairly represent the financial condition and results of operations of Master Lessee and (B) be accompanied by an Officer’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) Certificate certifying to the best of the signer’s knowledge, that the requirements in clause (A) that such above have been satisfied. Such statements fairly represent shall also be accompanied by an Officer’s Certificate certifying to the financial condition and results best of operations of Mortgage Borrower and Master Lessee, (B) the signer’s knowledge that as of the date of such Officer’s Certificate, (1) no Mortgage Event of Default exists under the Loan Agreement (Mortgage), the Mortgage Notes or any other Loan Document (Mortgage), or, if so, specifying the nature and status of each such Mortgage Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Mortgage Event of Default, (2) no Senior Mezzanine Event of Default exists under the Senior Mezzanine Loan Agreement, the Senior Mezzanine Notes or any other Senior Mezzanine Loan Document or, if so, specifying the nature and status of each such Senior Mezzanine Event of Default and the action then being taken by Senior Mezzanine Borrower or proposed to be taken to remedy such Senior Mezzanine Event of Default, (3) no Event of Default exists under this Agreement, the Mezzanine Note Notes or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Mezzanine Borrower or proposed to be taken to remedy such Event of Default, Default and (C4) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Mortgage Borrower, Master Lease Lessee or the Property in which the amount involved is $2,000,000 5,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking taken in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budgetthereto. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof.

Quarterly Reports. Commencing not later than forty-five (45) days following the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending in January 2006December 31, 2007), Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee Lessee, pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales revenue reports in respect of the Property and unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR as of the end of such Fiscal Quarter and for the corresponding Fiscal Quarter of the previous year, including a statement of net operating income (in respect of the Property) for the year to date and a statement of revenues and expenses for such Fiscal Quarter, and a comparison of the year to date results with (i) the results for the same period of the previous year, year and (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCRLCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter shall shall: (A) fairly represent the financial condition and results of operations of Master Lessee and (B) be accompanied by an Officer’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) Certificate certifying to the best of the signer’s knowledge, that the requirements in clauses (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master Lessee, (B) above have been satisfied. Such statements shall also be accompanied by an Officer’s Certificate certifying to the best of the signer’s knowledge that as of the date of such Officer’s Certificate, (1) no Mortgage Event of Default exists under the Loan Agreement (Mortgage), the Mortgage Notes or any other Loan Document (Mortgage), or, if so, specifying the nature and status of each such Mortgage Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Mortgage Event of Default, (2) no Senior Mezzanine Event of Default exists under any Senior Mezzanine Loan Agreement, the Senior Mezzanine Notes or any other Senior Mezzanine Loan Document or, if so, specifying the nature and status of each such Senior Mezzanine Event of Default and the action then being taken by the applicable Senior Mezzanine Borrower or proposed to be taken to remedy such Senior Mezzanine Event of Default, (3) no Event of Default exists under this Agreement, the Mezzanine Note Notes or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Mezzanine Borrower or proposed to be taken to remedy such Event of Default, Default and (C4) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Mortgage Borrower, Master Lease Lessee or the Property in which the amount involved is $2,000,000 5,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking taken in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budgetthereto. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof.

Quarterly Reports. Commencing not later than forty-five Within sixty (4560) days following after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending in January 2006)calendar quarter, Borrower shall, and shall cause Mezzanine A Borrower, and shall cause Mezzanine A Borrower shall to cause Mortgage Borrower to cause Master Lessee pursuant furnish to the Master LeaseLender a detailed operating statement (showing quarterly activity and year-to-date) stating Gross Income from Operations, to deliver to Mezzanine Lender quarterly sales reports in respect of the Property Operating Expenses, Net Cash Flow and unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR as of the end of such Fiscal Quarter net cash flow and capital expenditures for the corresponding Fiscal Quarter of the previous year, including a statement of net operating income for the year to date calendar quarter just ended and a statement of revenues and expenses balance sheet for such Fiscal Quarterquarter for Borrower, Mezzanine A Borrower and Mortgage Borrower. Borrower’s quarterly statements shall be accompanied by (i) a comparison of the year to date results with (i) budgeted income and expenses and the results actual income and expenses for the same period of the previous yearprior calendar quarter, (ii) a calculation reflecting the results that had been projected by Mortgage Borrower and Master Lessee Debt Service Coverage Ratio as of the last day of such quarter, for such period quarter and the last four quarters; (iii) a current rent roll for the Annual Budget for such period Property; (iv) a certificate executed by the chief financial officer of each of Borrower, Mezzanine A Borrower and the Fiscal Year, and a calculation of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter shall be accompanied by an Officer’s Certificate Mortgage Borrower (or in the case general partner of the sales reports a Master Lessee Officer’s CertificateMortgage Borrower, or Mezzanine A Borrower, as applicable ) certifying to the best of the signer’s knowledge, (A) stating that each such statements quarterly statement presents fairly represent the financial condition and the results of operations of the Borrower, Mezzanine A Borrower, Mortgage Borrower and Master Lessee, (B) that as of the date of such Officer’s Certificate, no Event of Default exists under this AgreementBorrower, the Mezzanine Note A Collateral, the Collateral and the Property and has been prepared in accordance with general accepted accounting principles; and (v) any notice received from a tenant under any Major Lease threatening non-payment of Rent or other default, alleging or acknowledging a default by landlord, requesting a termination of a Major Lease or a material modification of any Major Lease or notifying Borrower of the exercise or non-exercise of any option provided for in such tenant’s Major Lease, or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying similar material correspondence received by Borrower from tenants under Major Leases during the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease or the Property in which the amount involved is $2,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereofsubject fiscal quarter.

Quarterly Reports. Commencing not later than forty-five (45) days following the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending in January 2006December 31, 2007), Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee Lessee, pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales revenue reports in respect of the Property and unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR as of the end of such Fiscal Quarter and for the corresponding Fiscal Quarter of the previous year, including a statement of net operating income (in respect of the Property) for the year to date and a statement of revenues and expenses for such Fiscal Quarter, and a comparison of the year to date results with (i) the results for the same period of the previous year, year and (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCRLCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter shall shall: (A) fairly represent the financial condition and results of operations of Master Lessee and (B) be accompanied by an Officer’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) Certificate certifying to the best of the signer’s knowledge, that the requirements in clause (A) that such above have been satisfied. Such statements fairly represent shall also be accompanied by an Officer’s Certificate certifying to the financial condition and results best of operations of Mortgage Borrower and Master Lessee, (B) the signer’s knowledge that as of the date of such Officer’s Certificate, (1) no Mortgage Event of Default exists under the Loan Agreement (Mortgage), the Mortgage Notes or any other Loan Document (Mortgage), or, if so, specifying the nature and status of each such Mortgage Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Mortgage Event of Default, (2) no Senior Mezzanine Event of Default exists under any Senior Mezzanine Loan Agreement, any Senior Mezzanine Note or any other Senior Mezzanine Loan Document or, if so, specifying the nature and status of each such Senior Mezzanine Event of Default and the action then being taken by the applicable Senior Mezzanine Borrower or proposed to be taken to remedy such Senior Mezzanine Event of Default, (3) no Event of Default exists under this Agreement, the Mezzanine Note Notes or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Mezzanine Borrower or proposed to be taken to remedy such Event of Default, Default and (C4) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Mortgage Borrower, Master Lease Lessee or the Property in which the amount involved is $2,000,000 5,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking taken in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budgetthereto. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof.

Quarterly Reports. Commencing not later than forty-five (45) days following the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending in January 2006December 31, 2007), Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee Lessee, pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales revenue reports in respect of the Property and unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR as of the end of such Fiscal Quarter and for the corresponding Fiscal Quarter of the previous year, including a statement of net operating income (in respect of the Property) for the year to date and a statement of revenues and expenses for such Fiscal Quarter, and a comparison of the year to date results with (i) the results for the same period of the previous year, year and (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCRLCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter shall shall: (A) fairly represent the financial condition and results of operations of Master Lessee and (B) be accompanied by an Officer’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) Certificate certifying to the best of the signer’s knowledge, that the requirements in clause (A) that such above have been satisfied. Such statements fairly represent shall also be accompanied by an Officer’s Certificate certifying to the financial condition and results best of operations of Mortgage Borrower and Master Lessee, (B) the signer’s knowledge that as of the date of such Officer’s Certificate, (1) no Mortgage Event of Default exists under the Loan Agreement (Mortgage), the Mortgage Notes or any other Loan Document (Mortgage), or, if so, specifying the nature and status of each such Mortgage Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Mortgage Event of Default, (2) no Senior Mezzanine Event of Default exists under any Senior Mezzanine Loan Agreement, the Senior Mezzanine Notes or any other Senior Mezzanine Loan Document or, if so, specifying the nature and status of each such Senior Mezzanine Event of Default and the action then being taken by the applicable Senior Mezzanine Borrower or proposed to be taken to remedy such Senior Mezzanine Event of Default, (3) no Event of Default exists under this Agreement, the Mezzanine Note Notes or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Mezzanine Borrower or proposed to be taken to remedy such Event of Default, Default and (C4) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Mortgage Borrower, Master Lease Lessee or the Property in which the amount involved is $2,000,000 5,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking taken in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budgetthereto. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof.

Quarterly Reports. Commencing not later than forty-five (45) Within 50 days following after the end of the first three Fiscal Quarters of each Fiscal Quarter Year (commencing or such longer period as would be permitted by the SEC if the Borrower or Holdings (or any Parent Entity) were then subject to SEC reporting requirements as a non-accelerated filer) beginning with the Fiscal Quarter ending in January 2006)March 31, Mezzanine 2021, financial information regarding the Borrower shall cause Mortgage Borrower to cause Master Lessee pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect and its Subsidiaries consisting of the Property and (A) consolidated unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR balance sheets as of the end of each quarter and (B) the related statements of operations for such quarter and for that portion of the Fiscal Quarter Year ending as of the close of such quarter and cash flow for that portion of the Fiscal Year ending as of the close of such quarter, certified by a Responsible Officer of Borrower as fairly presenting the consolidated financial condition of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments and the absence of comparable balance sheets or figures for the corresponding period in the prior Fiscal Quarter Year) together with a management’s discussion and analysis of financial information (which need not be prepared in accordance with Item 303 of Regulation S-K of the previous yearSecurities Act). Notwithstanding the foregoing, including a statement the obligations in this Section 6.1(a) may be satisfied with respect to financial information of net operating income for the year to date and a statement of revenues and expenses for such Fiscal Quarter, and a comparison of the year to date results with (i) the results for the same period of the previous year, (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter shall be accompanied its Subsidiaries by an Officer’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s knowledge, furnishing (A) that such the applicable financial statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master Lessee, Holdings (or any Parent Entity) or (B) that Borrower’s, or Holdings’ (or any Parent Entity’s), as applicable, quarterly report on Form 10-Q filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to Holdings (or a Parent Entity) and Holdings (or such Parent Entity) has material operations separate and apart from its ownership of the date of Borrower, such Officer’s Certificateinformation is accompanied by information that explains in reasonable detail (as determined by Borrower in good faith) the differences between the information relating to Holdings (or such Parent Entity), no Event of Default exists under this Agreementon the one hand, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage information relating to Borrower or proposed to be taken to remedy such Event of Defaultand its Subsidiaries on a standalone basis, on the other hand. (C) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease or the Property in which the amount involved is $2,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof.o)

Quarterly Reports. Commencing not later than As soon as practicable, and in any event within forty-five (45) days following after the end of each fiscal quarter in each Fiscal Quarter Year, the consolidated and consolidating balance sheets of (commencing with i) the Fiscal Quarter ending in January 2006), Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect of the Property Parent and unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR its Subsidiaries as of at the end of such period and the related consolidated and consolidating statements of income, shareholders' equity and cash flow of the Parent and its Subsidiaries and (ii) to the extent the same are routinely and regularly prepared, Leasing Affiliate and its Subsidiaries and the Borrower and its Subsidiaries as at the end of such period and the related respective consolidated and consolidating statements of income, shareholders' equity and cash flow of Leasing Affiliate and its Subsidiaries and the Borrower and its Subsidiaries for such fiscal quarter, the period commencing on the Effective Date and ending on September 30, 1997, and thereafter for the period from the beginning of the then current Fiscal Quarter and Year to the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding Fiscal Quarter periods of the previous year, including a statement of net operating income Fiscal Year and the corresponding figures from the financial forecast for the year current Fiscal Year delivered on the Effective Date or pursuant to date SECTION 8.01(f), as applicable, certified by the chief financial officer of the Borrower as fairly presenting the respective consolidated and a statement consolidating financial positions, as applicable, of revenues the Parent and expenses for such Fiscal Quarterits Subsidiaries, Leasing Affiliate and its Subsidiaries, and a comparison the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in accordance with GAAP, subject to normal year end adjustments. For purposes of SECTIONS 8.01(a), 8.01(b), and 8.01(c), comparisons required to be made during the period commencing on the Effective Date and ending on December 31, 1997 shall be made to the corresponding figures for the corresponding periods set forth in the consolidating balance sheets of the year Parent delivered to date results with the Agent and the Lenders under the 1996 Credit Agreement. Notwithstanding the foregoing, in the event (i) the results filing of the Parent's Form 10-Q with the Commission with respect to any fiscal quarter is delayed for any reason and Borrower has provided Agent with written notice of such delay by the due date for the same period of the previous year, reports required for such quarter under this CLAUSE (b) and (ii) Borrower shall deliver either the results that had been projected by Mortgage Borrower and Master Lessee for required reports or interim good faith estimates of the information required to be reported under this CLAUSE (b) within fifty-five (55) days after the end of such fiscal quarter, upon delivery of such required reports or interim estimates within such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter Borrower shall be accompanied by an Officer’s Certificate deemed to have complied with the requirements of this CLAUSE (or in b) with respect to such quarter PROVIDED THAT Borrower delivers the case required reporting substantially concurrently with Parent's filing of its Form 10-Q with the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s knowledge, (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master Lessee, (B) that as of the date of such Officer’s Certificate, no Event of Default exists under this Agreement, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease or the Property in which the amount involved is $2,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereofCommission.

Quarterly Reports. Commencing not later than forty-five (45) days following Beginning on the Contract Start Date, and continuing until the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending in January 2006)Target Emission Intensity Measurement Period, Mezzanine Borrower shall cause Mortgage Borrower subject to cause Master Lessee pursuant Schedule E, the Recipient will submit to the Master Lease, to deliver to Mezzanine Lender Province quarterly sales reports in respect for each of the Property following three month periods: January 1 to March 31, April 1 to June 30, July 1 to September 30, and unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR as October 1 to December 31. Such reports shall be submitted no later than the fifth day of the end of such Fiscal Quarter month following the specified period, shall be prepared using a template provided by the Province, and for the corresponding Fiscal Quarter shall contain each of the previous yearfollowing: a detailed update on progress in implementing the Project, identifying any delays and their causes; an analysis by the Recipient discussing whether the Budget or Adjusted Budget, as applicable, remains an accurate estimate of the amount of the Eligible Expenses that the Recipient will incur; any requests to amend the Budget under section 19.14; identification of any requested, anticipated or actual sources of Other Funding that have not been previously reported, including a statement the total amount of net operating income for Other Funding that is requested, anticipated or received on account of the year to date and a statement Project, the total of revenues and expenses for such Fiscal QuarterOther Funding that is requested, anticipated or received on account of Eligible Expenses, and a comparison of the year to date results with (i) the results for the same period of the previous year, (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter shall be accompanied by an Officer’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s knowledge, (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master Lessee, (B) that as of the date of such Officer’s Certificate, no Event of Default exists under this Agreement, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease or the Property fiscal years in which the amount involved Other Funding is $2,000,000 (requested, anticipated or received; for any quarterly report submitted prior to the completion of all Milestones, an update on the status of progress toward all Milestones, including whether work on each Milestone, including work on any Budget Items in relation to that Milestone, has started and when the aggregate) or more or in which Recipient anticipates meeting all or substantially all Milestones, together with identification of any risks to meeting the Milestone by the Milestone Dates and proposed revisions; for any quarterly report submitted prior to the completion of a General Milestone, an update on the anticipated Milestone Payment for the next General Milestone; any requests to amend Milestone Dates under section 19.14; an update on whether the Recipient anticipates meeting the Target Emission Intensity within the Target Emission Intensity Measurement Period; if the Recipient identifies risks that the Milestones will not be met by the Milestone Dates, a description of the potential liability is not covered cause for delays; and a summary update on the status of the Project together with photographs suitable for public reporting by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) Province on the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereofProject.

Quarterly Reports. Commencing not Not later than forty-five sixty (4560) days following the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending in January 2006)fiscal quarter, Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect of the Property and unaudited financial statementsstatements for Borrower and each Guarantor, internally prepared on an a accrual basis, reporting Portfolio Four-Wall EBITDAR basis including a balance sheet and profit and loss statement as of the end of such Fiscal Quarter quarter and for the corresponding Fiscal Quarter quarter of the previous year, including a statement of net operating income for the year to date and a statement of revenues and expenses for the year to date, a statement ofNet Operating Income for such Fiscal Quarterquarter, and a comparison of the year to date results with (i) the results for the same period of the previous year, (ii) the results that had been projected by Mortgage Borrower and Master Lessee each Guarantor for such period and (iii) the Annual Budget for such period and the Fiscal Year. Borrower shall also delivery a projection of the real estate tax contribution of Bank of America, N.A. as additional rent under the BofA Lease during the immediately following fiscal quarter and a calculation description of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for Individual Properties to which such periodtax contribution relates. Such statements for each Fiscal Quarter quarter shall be accompanied by an Officer’s 's Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s 's knowledge, (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master Lesseeeach Guarantor, (B) that as of the date of such Officer’s 's Certificate, no Event of Default exists under this Agreement, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each Officer’s 's Certificate, no litigation exists involving Mezzanine Borrower, Master Lease or the Property or either Guarantor in which the amount involved is $2,000,000 500,000 (in the aggregate) or more or in and which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) the amount by which actual operating expenses Operating Expenses were greater than or less than the operating expenses Operating Expenses anticipated in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof.

Quarterly Reports. Commencing not later than forty-five Borrower shall furnish to Lender within thirty (4530) days following after the end of each Fiscal Quarter calendar quarter, as applicable, the following items: (commencing with i) year-to-date operating statements, noting Net Operating Income and other information necessary and sufficient under GAAP or any other accounting method of accounting as determined by Borrower and reasonably approved by Lender, consistently applied to fairly represent the Fiscal Quarter ending in January 2006), Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect financial position and results of operation of the Property and unaudited financial statementsduring such calendar quarter, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR as of the end of such Fiscal Quarter and for the corresponding Fiscal Quarter of the previous year, including all in form satisfactory to Lender; (ii) a statement of net operating income for the year to date and a statement of revenues and expenses balance sheet for such Fiscal Quartercalendar quarter; (iii) quarterly, and with respect to the T-Mobile Property, a comparison of the year to budgeted income and expenses and the actual income and expenses for each quarter and year-to-date results with (i) the results for the same period Property; (iv) a statement of the previous yearactual Capital Expenses made by Borrower during each calendar quarter as of the last day of such calendar quarter; (v) a statement that Borrower has not incurred any indebtedness other than indebtedness permitted hereunder, (iivi) the results that had been projected by Mortgage Borrower and Master Lessee for such period [intentionally deleted]; and (iiivii) rent rolls identifying the Annual Budget for such period leased premises, names of all tenants, units leased, monthly rental and the Fiscal Yearall other charges payable under each Lease, date to which paid, term of Lease, date of occupancy, and a calculation date of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for expiration. Each such period. Such statements for each Fiscal Quarter statement shall be accompanied by an Officer’s Certificate certifying (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s knowledge, (A1) that such statements items are true, correct, accurate, and complete in all material respects and fairly represent present the financial condition and results of the operations of Mortgage Borrower and Master Lessee, (B) that as of the date of such Officer’s Certificate, no Event of Default exists under this Agreement, the Mezzanine Note Property in accordance with GAAP or any other Mezzanine Loan Document or Loan Document accounting method as determined by Borrower and approved by Lender, consistently applied (Mortgagesubject to year-end adjustments) orand (2) whether there exists an Event of Default, and if so, specifying the nature and status thereof, the period of each such Event of Default time it has existed and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event it. Notwithstanding the foregoing, Borrower shall notify Lender promptly in writing of Default, (C) that as any material adverse change in the financial position of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease Borrower or the Property in which the amount involved is $2,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) the amount by which actual operating expenses were greater than or less than the operating expenses anticipated in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereofoccurring during any calendar quarter.

Quarterly Reports. Commencing not later than forty-five (45) Within 45 days following after the end of each Fiscal Quarter (commencing of the first three fiscal quarters of each fiscal year, beginning with the Fiscal Quarter fiscal quarter ending in on or about January 2006)1, Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee pursuant to 2011, (i) the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect consolidated balance sheet of the Property and unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR Holdings as of the end of such Fiscal Quarter fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the corresponding Fiscal Quarter then elapsed portion of the previous fiscal year, including a statement in comparative form with the consolidated statements of net operating income and cash flows for the comparable periods in the previous fiscal year (provided that with respect to any fiscal quarter that ends on or prior to the first anniversary of the Closing Date, the foregoing requirement that such financial statements be presented in comparative form shall only apply to the extent financial statements of Holdings or the Acquired Business exist for such comparable periods in the previous fiscal year), and notes thereto, all prepared in accordance with GAAP and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Holdings as of the date and a statement of revenues and expenses for such Fiscal Quarterthe periods specified in accordance with GAAP consistently applied, and on a comparison of the year to date results basis consistent with (i) the results audited financial statements for the same period of the previous fiscal year ended on or about September 30, 2010, subject to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the results that had been projected by Mortgage Borrower Administrative Agent setting forth statement of income items and Master Lessee Consolidated EBITDA of Holdings for such period fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts, and (iii) the Annual Budget for such period a narrative report and the Fiscal Yearmanagement’s discussion and analysis, and in a calculation of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter shall be accompanied by an Officer’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying form reasonably satisfactory to the best Administrative Agent, of the signer’s knowledge, (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower for such fiscal quarter and Master Lessee, (B) that as the then elapsed portion of the date fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the requirements of clause (b)(i) shall be deemed satisfied by the filing of a Form 10-Q of Holdings in respect of such Officer’s Certificatefiscal quarter with the U.S. Securities and Exchange Commission, no Event of Default exists under this Agreement, so long as such Form 10-Q (x) is publicly available on the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease or the Property in which the amount involved is $2,000,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto Internet without charge and (Dy) is filed on or before the amount by which actual operating expenses were greater than or less than 45th day following the operating expenses anticipated in the applicable Annual Budget. Such financial statements shall contain end of such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof.fiscal quarter);

Quarterly Reports. Commencing not later than Borrower shall furnish (or shall cause Owner to furnish) to Lender within forty-five (45) days following after the end of each Fiscal Quarter calendar quarter the following items: (commencing with a) year-to-date operating statements, noting Net Operating Income and other information necessary and sufficient under GAAP to fairly represent the Fiscal Quarter ending in January 2006), Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect financial position and results of operation of the Property and unaudited financial statementsduring such calendar quarter, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR as of the end of such Fiscal Quarter and for the corresponding Fiscal Quarter of the previous year, including all in form satisfactory to Lender; (b) a statement of net operating income for the year to date and a statement of revenues and expenses balance sheet for such Fiscal Quarter, and calendar quarter; (c) a comparison of the year to budgeted income and expenses and the actual income and expenses year-to-date results with (i) the results for the same period Property, together with a detailed explanation of the previous year, any variances of ten percent (ii10%) the results that had been projected by Mortgage Borrower or more between budgeted and Master Lessee actual amounts for such period and year-to-date; (iiid) a statement of the Annual Budget for actual Capital Expenses made by Borrower or Owner during each calendar quarter as of the last day of such period calendar quarter; (e) a statement that neither Borrower nor Owner has not incurred any indebtedness other than Permitted Indebtedness; (f) an aged receivables report; and (g) rent rolls identifying the Fiscal Yearleased premises, names of all tenants, units leased, monthly rental and all other charges payable under each Lease, date to which paid, term of Lease, date of occupancy, date of expiration and a calculation of delinquency report for the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for Property. Each such period. Such statements for each Fiscal Quarter statement shall be accompanied by an Officer’s Certificate (or substantially in accordance with the case of the sales reports a Master Lessee Officer’s Certificateform attached as Schedule 10-2 hereto) certifying certifying, to the best of the signer’s knowledge, (Ai) that such statements items are true, correct, accurate, and complete in all material respects and fairly represent present the financial condition and results of the operations of Mortgage Borrower Borrower, Owner and Master Lesseethe Property as of the respective dates thereof in accordance with GAAP (subject to normal year-end adjustments), (Bii) to Borrower’s knowledge, whether there exists a Default or Event of Default, and if so, the nature thereof, the period of time it has existed and the action then being taken to remedy it, (iii) that as of the date of such Officer’s Certificate, no Event of Default exists under this Agreement, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease Owner, the Collateral or the Property in which the amount involved is $2,000,000 500,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking taken in relation thereto and (Div) the amount by which actual operating expenses incurred by Borrower and Owner for such period were greater than or less than the operating expenses anticipated reflected in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof. Notwithstanding the foregoing, the quarterly reporting requirements set forth herein (other than those requirements set forth in subsections (a) and (g) herein which shall remain an obligation of Borrower) will be deemed satisfied by Borrower upon delivering to Lender copies of the Form 10-Q, as applicable of Guarantor within the timeframes set forth in this Section 6.3.3, so long as: (1) Guarantor is subject to the reporting requirements of the Exchange Act, or any successor statute or statutes thereto, and (2) Guarantor files its financial information with the U.S. Securities and Exchange Commission as and when required by the Exchange Act and such financial information of Guarantor is available to the public.

Quarterly Reports. Commencing not Not later than forty-five (45) days following the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending in January 2006)calendar quarter, Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect of the Property and unaudited financial statements, internally prepared on an accrual basis, reporting Portfolio Four-Wall EBITDAR basis including a balance sheet and profit and loss statement as of the end of such Fiscal Quarter quarter and for the corresponding Fiscal Quarter quarter of the previous year, including a statement of net operating income for the year to date and a statement of revenues and expenses for the year to date, a statement of Net Operating Income for such Fiscal Quarterquarter on a calendar month basis, and a comparison of the year to date results with (i) the results for the same period of the previous year, (ii) the results that had been projected by Mortgage Borrower and Master Lessee for such period and (iii) the Annual Budget for such period and the Fiscal Year, and a calculation of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for such period. Such statements for each Fiscal Quarter quarter shall be accompanied by an Officer’s 's Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s 's knowledge, (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master LesseeBorrower, (B) that as of the date of such Officer’s 's Certificate, no Event of Default exists under this Agreement, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each Officer’s 's Certificate, no litigation exists involving Mezzanine Borrower, Master Lease Borrower or the Property in which the amount involved is $2,000,000 500,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) the amount by which actual operating expenses Operating Expenses were greater than or less than the operating expenses Operating Expenses anticipated in the applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of calculations to be made by Mezzanine Lender pursuant to the terms hereof.

Quarterly Reports. Commencing not Not later than forty-five sixty (4560) days following the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending in January 2006)fiscal quarter, Mezzanine Borrower shall cause Mortgage Borrower to cause Master Lessee pursuant to the Master Lease, to deliver to Mezzanine Lender quarterly sales reports in respect of the Property and unaudited financial statementsstatements for Borrower and the Guarantor, internally prepared on an accrual basisin accordance with GAAP, reporting Portfolio Four-Wall EBITDAR consistently applied, including a balance sheet and profit and loss statement as of the end of such Fiscal Quarter quarter and for the corresponding Fiscal Quarter quarter of the previous year, including a statement of net operating income for the year to date and a statement of revenues and expenses for such Fiscal Quarterthe year to date, and a comparison of the year to date results with (i) the results for the same period of the previous year, (ii) the results that had been projected by Mortgage Borrower and Master Lessee the Guarantor for such period and (iii) the Annual Budget for such period and the Fiscal YearYear and containing, if requested by Lender, a detailed explanation of any variances of five percent (5%) or more between the budgeted and actual amounts for such periods, all in form satisfactory to Lender. Borrower shall also deliver a projection of the real estate tax contribution of Bank of America, N.A. as additional rent under the BofA Lease during the immediately following fiscal quarter and a calculation description of the DSCR, LTV Ratio, Master Lease Variable Additional Rent and Master Lease Recurrent Additional Rent for Individual Properties to which such periodtax contribution relates. Such statements for each Fiscal Quarter quarter shall be accompanied by an Officer’s Certificate (or in the case of the sales reports a Master Lessee Officer’s Certificate) certifying to the best of the signer’s knowledge, (A) that such statements fairly represent the financial condition and results of operations of Mortgage Borrower and Master Lesseethe Guarantor, (B) that as of the date of such Officer’s Certificate, no Event of Default exists under this Agreement, the Mezzanine Note or any other Mezzanine Loan Document or Loan Document (Mortgage) or, if so, specifying the nature and status of each such Event of Default and the action then being taken by Mortgage Borrower or proposed to be taken to remedy such Event of Default, (C) that as of the date of each Officer’s Certificate, no litigation exists involving Mezzanine Borrower, Master Lease or the Property or either Guarantor in which the amount involved is $2,000,000 500,000 (in the aggregate) or more or in and which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taking in relation thereto and (D) the amount by which actual operating expenses Operating Expenses were greater than or less than the operating expenses Operating Expenses anticipated in the applicable Annual Budget. Furthermore, such Officer’s Certificate shall also state that the representations and warranties of Borrower set forth in Section 4.1.29 are true and correct as of the date of such Officer’s Certificate and that there are no trade payables outstanding for more than sixty (60) days. Such financial statements shall contain such other information as shall be reasonably requested by Mezzanine Lender for purposes of 102 calculations to be made by Mezzanine Lender pursuant to the terms hereof. Schedule XIV attached hereto contains the form of quarterly report that the Borrower shall deliver pursuant to this Section.