CONTINUANCE OF AN EVENT OF DEFAULT, ANY SUCH BUDGET AND ANY AMENDMENT TO ANY
EXISTING BUDGET SHALL REQUIRE THE APPROVAL OF ADMINISTRATIVE AGENT (SUCH ANNUAL
BUDGET, AN "ANNUAL BUDGET");
(VII)
BY NO LATER
THAN FORTY FIVE (45) DAYS AFTER AND AS OF THE END OF EACH CALENDAR QUARTER,
COMMENCING THE THIRD CALENDAR QUARTER OF 2011, A CALCULATION OF THE THEN CURRENT
DEBT YIELD CERTIFIED BY A RESPONSIBLE OFFICER OF BORROWER TO BE TRUE AND
COMPLETE, TOGETHER WITH SUCH BACK-UP INFORMATION AS ADMINISTRATIVE AGENT SHALL
REASONABLY REQUIRE; AND
(VIII)
INTENTIONALLY
OMITTED;
(IX)
THE OFFICER'S
CERTIFICATE REQUIRED PURSUANT TO SECTION 5.3 HEREOF.
(B)
UPON REASONABLE REQUEST FROM ADMINISTRATIVE AGENT (ON ITS OWN
BEHALF OR ON BEHALF OF ANY LENDER), BORROWER SHALL FURNISH IN A REASONABLY
TIMELY MANNER TO ADMINISTRATIVE AGENT AN ACCOUNTING OF ALL SECURITY DEPOSITS
HELD IN CONNECTION WITH ANY LEASE OF ANY PART OF THE PROPERTY, INCLUDING THE
NAME AND IDENTIFICATION NUMBER OF THE ACCOUNTS IN WHICH SUCH SECURITY DEPOSITS
ARE HELD.
(C)
WITHIN TEN (10) DAYS, OR SUCH OTHER PERIOD AS MAY BE
REASONABLY NECESSARY TO PROVIDE SUCH INFORMATION, OF ADMINISTRATIVE AGENT'S
REQUEST (ON ITS OWN BEHALF OR ON BEHALF OF ANY LENDER), BORROWER SHALL FURNISH
ADMINISTRATIVE AGENT WITH SUCH OTHER ADDITIONAL FINANCIAL INFORMATION (INCLUDING
STATE AND FEDERAL TAX RETURNS TO THE EXTENT APPLICABLE) AS MAY, FROM TIME TO
TIME, BE REASONABLY REQUIRED BY ADMINISTRATIVE AGENT OR ANY LENDER.
BORROWER
SHALL FURNISH TO ADMINISTRATIVE AGENT, EACH LENDER AND THEIR AGENTS CONVENIENT
FACILITIES FOR THE EXAMINATION AND AUDIT OF THE BOOKS AND RECORDS OF BORROWER AT
ANY REASONABLE TIME FROM TIME TO TIME DURING BUSINESS HOURS UPON REASONABLE
ADVANCE NOTICE.
(D)
BORROWER AGREES THAT ALL FINANCIAL STATEMENTS AND OTHER ITEMS
REQUIRED TO BE DELIVERED TO ADMINISTRATIVE AGENT PURSUANT TO THIS SECTION 4.12
(EACH A "REQUIRED FINANCIAL ITEM" AND, COLLECTIVELY, THE "REQUIRED FINANCIAL
ITEMS") SHALL: (I) BE COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS; (II)
PRESENT FAIRLY THE FINANCIAL CONDITION OF THE APPLICABLE PARTY; (III) TO THE
EXTENT APPLICABLE, DISCLOSE ALL LIABILITIES THAT ARE REQUIRED TO BE REFLECTED OR
RESERVED AGAINST IN ACCORDANCE WITH GAAP; AND (IV) BE PREPARED IN HARDCOPY AND
ELECTRONIC FORMATS.
BORROWER AGREES THAT ALL REQUIRED FINANCIAL ITEMS REQUIRED
TO BE DELIVERED PURSUANT TO SECTION 4.12(A) SHALL NOT CONTAIN ANY
MISREPRESENTATION OR OMISSION OF A MATERIAL FACT.
55
SECTION 4.13
ESTOPPEL CERTIFICATES.
(A)
AFTER REQUEST BY ADMINISTRATIVE AGENT, BORROWER, WITHIN
TEN (10) DAYS OF SUCH REQUEST, SHALL FURNISH ADMINISTRATIVE AGENT (FOR THE
BENEFIT OF LENDERS) OR ANY PROPOSED ASSIGNEE OR ANY LENDER WITH A STATEMENT,
DULY ACKNOWLEDGED AND CERTIFIED, SETTING FORTH (I) THE ORIGINAL PRINCIPAL AMOUNT
OF THE NOTE, (II) THE UNPAID PRINCIPAL AMOUNT OF THE NOTE, (III) THE RATE OF
INTEREST OF THE NOTE, (IV) THE TERMS OF PAYMENT AND MATURITY DATE OF THE NOTE,
(V) THE DATE INSTALLMENTS OF INTEREST AND/OR PRINCIPAL WERE LAST PAID, (VI)
THAT, EXCEPT AS PROVIDED IN SUCH STATEMENT, NO EVENT OF DEFAULT EXISTS, (VII)
THAT THIS AGREEMENT, THE NOTE, THE SECURITY INSTRUMENT AND THE OTHER LOAN
DOCUMENTS ARE VALID, LEGAL