TO ANY APPLICABLE NOTICE, GRACE AND CURE PERIODS PROVIDED IN THE MANAGEMENT
AGREEMENT). BORROWER MAY FROM TIME TO TIME APPOINT A SUCCESSOR MANAGER TO MANAGE
THE PROPERTY WITH AGENT'S PRIOR WRITTEN CONSENT, SUCH CONSENT NOT TO BE
UNREASONABLY WITHHELD. NOTWITHSTANDING THE FOREGOING, ANY SUCCESSOR MANAGER
SELECTED HEREUNDER BY AGENT OR BORROWER TO MANAGE THE PROPERTY SHALL BE A
REPUTABLE MANAGEMENT COMPANY HAVING SUBSTANTIAL EXPERIENCE IN THE MANAGEMENT OF
REAL PROPERTY OF A SIMILAR TYPE, SIZE AND QUALITY IN THE STATE IN WHICH THE
PROPERTY IS LOCATED. BORROWER FURTHER COVENANTS AND AGREES THAT ANY MANAGER OF
PROPERTY SHALL AT ALL TIMES WHILE ANY INDEBTEDNESS IS OUTSTANDING MAINTAIN
WORKER'S COMPENSATION INSURANCE AS REQUIRED BY GOVERNMENTAL AUTHORITIES.
(II)
BORROWER FURTHER COVENANTS AND AGREES THAT THE PROPERTY SHALL BE
OPERATED PURSUANT TO THE MANAGEMENT AGREEMENT AND THAT BORROWER SHALL:
(W) PROMPTLY PERFORM AND/OR OBSERVE ALL OF THE MATERIAL COVENANTS AND AGREEMENTS
REQUIRED TO BE PERFORMED AND OBSERVED BY IT UNDER THE MANAGEMENT AGREEMENT AND
DO ALL THINGS REASONABLY NECESSARY TO PRESERVE AND TO KEEP UNIMPAIRED ITS
MATERIAL RIGHTS THEREUNDER; (X) PROMPTLY NOTIFY THE AGENT OF ANY MATERIAL
DEFAULT UNDER THE MANAGEMENT AGREEMENT OF WHICH IT IS AWARE; (Y) PROMPTLY
DELIVER TO THE AGENT A COPY OF EACH FINANCIAL STATEMENT, BUSINESS PLAN, CAPITAL
EXPENDITURES PLAN, NOTICE AND REPORT RECEIVED BY IT UNDER THE MANAGEMENT
AGREEMENT, INCLUDING, BUT NOT LIMITED TO, FINANCIAL STATEMENTS; AND (Z) PROMPTLY
ENFORCE THE PERFORMANCE AND OBSERVANCE OF THE COVENANTS AND AGREEMENTS REQUIRED
TO BE PERFORMED AND/OR OBSERVED BY THE MANAGER UNDER THE MANAGEMENT AGREEMENT.
(R)
FINANCIAL REPORTING.
(I)
BORROWER SHALL KEEP AND MAINTAIN OR SHALL CAUSE TO BE KEPT AND
MAINTAINED ON A FISCAL YEAR BASIS IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED,
BOOKS, RECORDS AND ACCOUNTS REFLECTING IN REASONABLE DETAIL ALL OF THE FINANCIAL
AFFAIRS OF BORROWER AND ALL ITEMS OF INCOME AND EXPENSE IN CONNECTION WITH THE
OPERATION OF THE PROPERTY AND OWNERSHIP OF THE PROPERTY AND IN CONNECTION WITH
ANY SERVICES, EQUIPMENT OR FURNISHINGS PROVIDED IN CONNECTION WITH THE OPERATION
OF THE PROPERTY, WHETHER SUCH INCOME OR EXPENSE MAY BE REALIZED BY BORROWER OR
BY ANY OTHER PERSON WHATSOEVER.
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AGENT SHALL HAVE THE RIGHT FROM TIME TO TIME AT ALL TIMES DURING NORMAL BUSINESS
HOURS UPON REASONABLE PRIOR WRITTEN NOTICE TO BORROWER TO EXAMINE SUCH BOOKS,
RECORDS AND ACCOUNTS AT THE OFFICE OF BORROWER OR OTHER PERSON MAINTAINING SUCH
BOOKS, RECORDS AND ACCOUNTS AND TO MAKE SUCH COPIES OR EXTRACTS THEREOF AS AGENT
SHALL DESIRE. DURING THE CONTINUATION OF AN EVENT OF DEFAULT (INCLUDING, WITHOUT
LIMITATION, AN EVENT OF DEFAULT RESULTING FROM THE FAILURE OF THE BORROWER TO
DELIVER ANY OF THE FINANCIAL INFORMATION REQUIRED TO BE DELIVERED PURSUANT TO
THIS SECTION 5.1(R)), BORROWER SHALL PAY ANY REASONABLE COSTS AND EXPENSES
INCURRED BY AGENT TO EXAMINE BORROWERS' ACCOUNTING RECORDS, AS AGENT SHALL
REASONABLY DETERMINE TO BE NECESSARY OR APPROPRIATE IN THE PROTECTION OF THE
LENDERS' INTEREST.
(II)
BORROWER SHALL FURNISH TO AGENT ANNUALLY, WITHIN ONE HUNDRED
TWENTY (120) DAYS FOLLOWING THE END OF EACH FISCAL YEAR, A