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200011180 Imposition, Lien or Levy notwithstanding such contest if, in the reasonable opinion of American Family the Premises shall be in jeopardy or in danger of being wholly or partially forfeited or foreclosed. Any such payments by American Family shall be deemed Recoverable Costs. SECTION 1.8 PROTECTION OF SECURITY. Borrower agrees to promptly notify American Family of any suit, action or proceeding that may materially affect the value of the Premises. In such event, American Family may elect to appear in or through its counsel and defend any such action or proceeding. So long as Borrower proceeds, in the reasonable judgment of American Family, to defend any such suit, action or proceeding in good faith and is making every reasonable effort to resolve such suit, action or proceeding, Borrower shall have the authority, but if such settlement might materially adversely affect one or more Leases or the value or marketability of the Premises, then only with the prior written concurrence of American Family, which shall not be unreasonably withheld or delayed, to determine when and under what circumstances and terms of settlement, such suit, action or proceeding may be resolved. If American Family, in the exercise of its business judgment, reasonably believes Borrower is not proceeding with due dispatch and in good faith to defend or resolve such suit, action or proceeding, American Family may elect, through its counsel, to appear in and defend any such suit, action or proceeding. Borrower agrees to indemnify and reimburse American Family from any and all loss, damage, expense or cost arising out of or incurred in connection with any such suit, action or proceeding, including costs of evidence of title and reasonable attorneys' and paralegals' fees and costs. Any such losses, damages, expenses or costs shall be deemed Recoverable Costs. SECTION 1.9 ANNUAL STATEMENTS. Annually during the term of the Loan, Borrower shall submit to American Family the following Reports in form and detail satisfactory to American Family by May 31' of each year unless otherwise specified: (a) The audited annual consolidated financial statement of Guarantor as of the end of its preceding fiscal year, including a balance sheet, income statement, cash flow statement, and all explanatory notes; and (b) Following any fiscal year of Borrower during which Borrower leases the Premises for all or any portion of such year: (i) an annual operating statement for such year, in form and detail satisfactory to American Family, indicating all income and expenses, including expenses for leasing commissions, and all tenant improvements and other capital improvements, if any; and (ii) a certified rent roll dated no earlier than the last day of such fiscal year, including such information on vacancies, Tenants, Leases, Lease income and rent collection as American Family may require. Borrower covenants that it shall keep true and accurate records of its business operations and the operation of the Premises. In the event Borrower fails to furnish any of the above statements when due, or upon an Event. of Default, American Family may cause an audit to be made of the respective books and records of Borrower at the sole cost and expense of 1F.