OF THE FINANCIAL AFFAIRS OF BORROWER AND ALL ITEMS OF INCOME AND
EXPENSE IN CONNECTION WITH THE OPERATION OF THE PROPERTY.
LENDER SHALL HAVE THE
RIGHT FROM TIME TO TIME AT ALL TIMES DURING NORMAL BUSINESS HOURS UPON
REASONABLE NOTICE TO EXAMINE SUCH BOOKS, RECORDS AND ACCOUNTS AT THE OFFICE OF
BORROWER, PROPERTY MANAGER OR OTHER PERSON MAINTAINING SUCH BOOKS, RECORDS AND
ACCOUNTS AND TO MAKE SUCH COPIES OR EXTRACTS THEREOF AS LENDER SHALL DESIRE.
AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, BORROWER
SHALL PAY ANY COSTS AND EXPENSES INCURRED BY LENDER TO EXAMINE BORROWER'S
ACCOUNTING RECORDS WITH RESPECT TO THE PROPERTY, AS LENDER SHALL REASONABLY
DETERMINE TO BE NECESSARY OR APPROPRIATE IN THE PROTECTION OF LENDER'S INTEREST.
(B)
BORROWER WILL CAUSE PROPERTY MANAGER TO FURNISH TO LENDER
ANNUALLY, WITHIN ONE HUNDRED TWENTY (120) DAYS FOLLOWING THE END OF EACH FISCAL
YEAR OF BORROWER, CERTIFIED (OR AUDITED IF REQUESTED BY LENDER OR REQUIRED BY
LAW) ANNUAL FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH GAAP (OR SUCH OTHER
ACCOUNTING BASIS REASONABLY ACCEPTABLE TO LENDER) FOR THE PROPERTY FOR SUCH
FISCAL YEAR, INCLUDING STATEMENTS OF PROFIT AND LOSS FOR THE PROPERTY.
SUCH
STATEMENTS SHALL SET FORTH THE FINANCIAL CONDITION AND THE RESULTS 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) A CERTIFICATE
EXECUTED BY THE PROPERTY MANAGER, STATING THAT EACH SUCH ANNUAL FINANCIAL
STATEMENT PRESENTS FAIRLY THE RESULTS OF OPERATIONS OF THE PROPERTY AND HAS BEEN
PREPARED IN ACCORDANCE WITH GAAP (OR SUCH OTHER ACCOUNTING BASIS REASONABLY
ACCEPTABLE TO LENDER), (III) A CERTIFIED RENT ROLL CONTAINING CURRENT RENT,
LEASE EXPIRATION DATES AND THE SQUARE FOOTAGE OCCUPIED BY EACH TENANT; (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 THE ANNUAL FINANCIAL
STATEMENTS, PROPERTY MANAGER 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 (AND, PRIOR TO A
SECURITIZATION, ON OR BEFORE TWENTY (20) DAYS AFTER THE END OF EACH CALENDAR
MONTH) THE FOLLOWING ITEMS, ACCOMPANIED BY A CERTIFICATE OF PROPERTY MANAGER,
STATING THAT SUCH ITEMS ARE TRUE, CORRECT, ACCURATE, AND COMPLETE