authorized
representative thereof, during reasonable business hours and upon reasonable
advance notice.
D. 121B121B121B121B121B121BUUUUReports
.UUUU
The Administrative Member shall provide the Members with reports as
follows (with a breakdown for each Company Subsidiary, if applicable):
(1) 188B188B188B188B188B188BAnnual financial statements (balance sheet and
income statement) in a format acceptable to BREA including a combining schedule
for each of the Company Subsidiaries within ninety (90) days of the end of the
fiscal year, audited by the "Company's Accountants" (i.e., KPMG or another
independent nationally recognized accounting firm approved by the Members).
(2) 189B189B189B189B189B189BCopies of the Company's annual federal and state
income tax returns as prepared by the Company's Accountants together with a copy
of that certain IRS form commonly referred to as a "Schedule K-1," (if
applicable) plus a copy of any applicable state equivalents, within one hundred
and twenty
(120) days following the end of each fiscal year.
(3) 190B190B190B190B190B190BA monthly report for each calendar month, certified
by Administrative Member to be true, accurate and complete in all material
respects, and submitted to BREA within thirty (30) days of the end of each such
calendar month (the "Periodic Report").
Each Periodic Report shall be in
accordance with GAAP and consistent with the financial statement format to be
delivered under subsection D(1) above, unless a deviation is approved by BREA,
and shall include the following:
(a) an operating statement and report of
financial condition of the Company and each Company Subsidiary for such period,
including combining financial statements for each of the Company Subsidiaries;
(b) a statement containing Administrative Member's estimate of the amount needed
to be contributed by the Members pursuant to Article III for the succeeding
month; (c) a variance report, comparing actual costs and expenses and revenues
with budgeted costs and expenses and revenues on a category basis along with a
reasonably detailed explanation of all material or significant variances and all
changes in any time schedules relating thereto; (d) an occupancy report, and a
current rent roll; and (e) if applicable, a calculation by Administrative Member
of the amount of Distributable Cash for the preceding calendar month and a
calculation by Administrative Member of the respective distributions if any, to
Members pursuant to Article IV, including a calculation of the IRR Deficiency
amounts, if any.
(4) 191B191B191B191B191B191BThe reports described on the Administrative
Obligations Exhibit "E."
(5) 192B192B192B192B192B192BSuch other reports as may be required by the lenders
of the Company or any Company Subsidiaries.
(6) 193B193B193B193B193B193BSuch other reports as BREA shall reasonably require,
provided that the cost
of preparing same shall be borne by the Company and
shall be included in Administrative Member Costs.
E. 122B122B122B122B122B122BUUUUWorking Capital Reserve and Other Reserves
.UUUU
The Administrative Member shall cause
and maintain reasonable reserves
as set forth in the applicable approved Operating Budget for future costs,
expenses and payments or for substantial costs (including capital repairs,
22
improvements and replacements), to the extent the payment of such costs is not
contemplated by other reserves maintained by or on behalf of the