DAYS NOTICE FROM
HOLDER, ANY FINANCIAL STATEMENTS OR OTHER FINANCIAL REPORTING INFORMATION
REQUIRED TO BE FILED BY HOLDER WITH THE SEC OR ANY OTHER GOVERNMENTAL AUTHORITY
OR REQUIRED PURSUANT TO ANY ORDER ISSUED BY ANY GOVERNMENTAL AGENCIES OR
ARBITRATOR IN ANY LITIGATION TO WHICH HOLDER IS A PARTY FOR PURPOSES OF
COMPLIANCE THEREWITH ("ADDITIONAL INFORMATION").
IF THE OBLIGOR IS REQUIRED TO
INCUR ANY ADDITIONAL OUT OF POCKET COSTS, FEES AND EXPENSES IN PREPARING SUCH
ADDITIONAL INFORMATION OTHER THAN IN THE ORDINARY COURSE OF THE OBLIGOR'S
OBLIGATIONS HEREUNDER, HOLDER SHALL REIMBURSE THE OBLIGOR FOR ALL COSTS, FEES
AND EXPENSES INCURRED IN SUCH PREPARATION.
NOTWITHSTANDING THE FOREGOING, IN
THE EVENT THAT THE OBLIGOR'S FINANCIAL RECORDS ARE NOT OTHERWISE BEING REVIEWED
OR AUDITED BY AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT THEN THE HOLDER WILL
ACCEPT FINANCIAL STATEMENTS CERTIFIED TRUE AND CORRECT BY THE CHIEF FINANCIAL
OFFICER OF THE OBLIGOR TO THE BEST OF SUCH OFFICER'S KNOWLEDGE (OR OF THE
OBLIGOR'S GENERAL PARTNER OR MANAGING MEMBER, IF APPLICABLE).
IF HOLDER MAKES A
CONSOLIDATION DETERMINATION, IN CONNECTION WITH HOLDER'S RESPONSIBILITY TO
MAINTAIN EFFECTIVE INTERNAL CONTROLS OVER FINANCIAL REPORTING AND THE
REQUIREMENTS FOR COMPLYING WITH THE SARBANES-OXLEY ACT OF 2002 ("SOX"), EACH
OBLIGOR HEREBY AGREES TO PROVIDE REASONABLE ACCESS TO THE OBLIGOR'S BOOKS AND
RECORDS AND PROPERTIES, UPON REASONABLE PRIOR ORAL OR WRITTEN NOTICE TO THE
OBLIGOR AND REASONABLE ASSISTANCE NECESSARY TO HOLDER THAT WILL ALLOW HOLDER TO
CONDUCT ACTIVITIES NECESSARY TO SATISFY SUCH RESPONSIBILITIES, INCLUDING BUT NOT
LIMITED TO THE ACTIVITIES STIPULATED BY THE PUBLIC COMPANY ACCOUNTING OVERSIGHT
BOARD IN ITS RELEASE 2004-1, OR OTHER
5
SIMILARLY PROMULGATED GUIDANCE BY OTHER REGULATORY AGENCIES.
EACH OBLIGOR SHALL
BE REIMBURSED ITS REASONABLE EXPENSES INCURRED FOR ALL SUCH SERVICES AND
ASSISTANCE REQUESTED BY HOLDER.
HOLDER AGREES TO PROVIDE THE OBLIGOR WITH
APPROPRIATE NOTICE REGARDING THE CONDUCT OF THE ACTIVITIES ANTICIPATED IN THIS
PROVISION.
IF HOLDER MAKES A CONSOLIDATION DETERMINATION, THE OBLIGOR AGREES TO
PROVIDE, AT HOLDER'S REQUEST AND EXPENSE, EVIDENCE OF THE OBLIGOR'S DOCUMENTED
POLICIES, IF ANY, REGARDING "WHISTLE-BLOWER" PROCEDURES AND REGARDING THE
REPORTING OF FRAUD OR MISSTATEMENTS INVOLVING FINANCIAL REPORTING OF THE
OBLIGOR.
C.
RECORDS.
EACH OBLIGOR SHALL KEEP AND MAINTAIN AT ALL TIMES IN
ACCORDANCE WITH GAAP (SEPARATE AND APART FROM ITS OTHER BOOKS, RECORDS AND
ACCOUNTS) COMPLETE AND ACCURATE UP TO DATE BOOKS AND RECORDS ADEQUATE TO REFLECT
CLEARLY AND CORRECTLY THE RESULTS OF OPERATIONS OF THE OBLIGOR.
SUCH BOOKS AND
RECORDS SHALL BE KEPT AND MAINTAINED AT THE LEASED PROPERTY OR THE OBLIGOR'S
PRINCIPAL OFFICE.
HOLDER OR ITS REPRESENTATIVES SHALL HAVE, AT ALL REASONABLE
TIMES DURING NORMAL BUSINESS HOURS, REASONABLE ACCESS, ON REASONABLE ADVANCE
NOTICE, TO EXAMINE AND COPY EACH OBLIGOR'S BOOKS AND RECORDS AND PROPERTIES.
SUCH BOOKS AND RECORDS SHALL BE AVAILABLE FOR AT LEAST FOUR (4) YEARS FOR
HOLDER'S INSPECTION, COPYING, REVIEW AND AUDIT AT HOLDER'S EXPENSE DURING
REASONABLE BUSINESS HOURS AND UPON REASONABLE NOTICE.
D.
COMPLIANCE WITH SOX.
IF THE HOLDER MAKES A CONSOLIDATION
DETERMINATION, EACH OBLIGOR SHALL COMPLY WITH ANY AND ALL POLICIES THAT HOLDER
HAS IMPLEMENTED IN ACCORDANCE WITH