OF OPERATIONS FOR THE
PROPERTY FOR SUCH FISCAL YEAR, AND SHALL INCLUDE, BUT NOT BE LIMITED TO, AMOUNTS
REPRESENTING ANNUAL NET CASH FLOW, NET OPERATING INCOME, GROSS INCOME FROM
OPERATIONS AND OPERATING EXPENSES.
SUCH ANNUAL FINANCIAL STATEMENTS SHALL BE
ACCOMPANIED BY (I) A COMPARISON OF THE BUDGETED INCOME AND EXPENSES AND THE
ACTUAL INCOME AND EXPENSES FOR THE PRIOR FISCAL YEAR, (II) AN OFFICER'S
CERTIFICATE STATING THAT EACH SUCH ANNUAL FINANCIAL STATEMENT PRESENTS FAIRLY
THE FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS OF BORROWER AND THE
PROPERTY BEING REPORTED UPON AND HAS BEEN PREPARED IN ACCORDANCE WITH GAAP (OR
SUCH OTHER ACCOUNTING BASIS REASONABLY ACCEPTABLE TO LENDER), (III) A LIST OF
TENANTS, IF ANY, OCCUPYING MORE THAN TWENTY PERCENT (20%) OF THE TOTAL FLOOR
AREA OF THE IMPROVEMENTS, (IV) A BREAKDOWN SHOWING THE YEAR IN WHICH EACH LEASE
THEN IN EFFECT
46
EXPIRES AND THE PERCENTAGE OF TOTAL FLOOR AREA OF THE IMPROVEMENTS AND THE
PERCENTAGE OF BASE RENT WITH RESPECT TO WHICH LEASES SHALL EXPIRE IN EACH SUCH
YEAR, EACH SUCH PERCENTAGE TO BE EXPRESSED ON BOTH A PER YEAR AND CUMULATIVE
BASIS, AND (V) A SCHEDULE RECONCILING NET OPERATING INCOME TO NET CASH FLOW (THE
"NET CASH FLOW SCHEDULE"), WHICH SHALL ITEMIZE ALL MATERIAL ADJUSTMENTS MADE TO
NET OPERATING INCOME TO ARRIVE AT NET CASH FLOW.
TOGETHER WITH BORROWER'S
ANNUAL FINANCIAL STATEMENTS, BORROWER SHALL FURNISH TO LENDER AN OFFICER'S
CERTIFICATE CERTIFYING TO ITS KNOWLEDGE AS OF THE DATE THEREOF WHETHER THERE
EXISTS AN EVENT OR CIRCUMSTANCE WHICH CONSTITUTES A DEFAULT OR EVENT OF DEFAULT
UNDER THE LOAN DOCUMENTS EXECUTED AND DELIVERED BY, OR APPLICABLE TO, BORROWER,
AND IF SUCH DEFAULT OR EVENT OF DEFAULT EXISTS, THE NATURE THEREOF, THE PERIOD
OF TIME IT HAS EXISTED AND THE ACTION THEN BEING TAKEN TO REMEDY THE SAME.
(C)
BORROWER WILL FURNISH, OR CAUSE TO BE
FURNISHED, TO LENDER ON OR BEFORE TWENTY (20) DAYS AFTER THE END OF EACH
CALENDAR QUARTER THE FOLLOWING ITEMS, ACCOMPANIED BY AN OFFICER'S CERTIFICATE
STATING THAT SUCH ITEMS ARE TRUE, CORRECT, ACCURATE, AND COMPLETE AND FAIRLY
PRESENT THE FINANCIAL CONDITION AND RESULTS OF THE OPERATIONS OF BORROWER AND
THE PROPERTY (SUBJECT TO NORMAL YEAR-END ADJUSTMENTS) AS APPLICABLE:
(I)
QUARTERLY AND YEAR-TO-DATE OPERATING STATEMENTS (INCLUDING CAPITAL EXPENDITURES)
PREPARED FOR EACH CALENDAR QUARTER, NOTING NET OPERATING INCOME, GROSS INCOME
FROM OPERATIONS, AND OPERATING EXPENSES (NOT INCLUDING ANY CONTRIBUTIONS TO THE
REPLACEMENT RESERVE FUND), AND OTHER INFORMATION NECESSARY AND SUFFICIENT TO
FAIRLY REPRESENT THE FINANCIAL POSITION AND RESULTS OF OPERATION OF THE PROPERTY
DURING SUCH CALENDAR QUARTER, AND CONTAINING A COMPARISON OF BUDGETED INCOME AND
EXPENSES AND THE ACTUAL INCOME AND EXPENSES TOGETHER WITH A DETAILED EXPLANATION
OF ANY VARIANCES OF FIVE PERCENT (5%) OR MORE BETWEEN BUDGETED AND ACTUAL
AMOUNTS FOR SUCH PERIODS, ALL IN FORM SATISFACTORY TO LENDER; (II) A CALCULATION
REFLECTING THE ANNUAL DEBT SERVICE COVERAGE RATIO FOR THE IMMEDIATELY PRECEDING
TWELVE (12) MONTH PERIOD AS OF THE LAST DAY OF SUCH QUARTER ACCOMPANIED BY AN
OFFICER'S CERTIFICATE WITH RESPECT THERETO; AND (III) A