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 MORTGAGED PROPERTY AND OWNERSHIP OF THE MORTGAGED PROPERTY AND IN CONNECTION
WITH ANY SERVICES, EQUIPMENT OR FURNISHINGS PROVIDED IN CONNECTION WITH THE
OPERATION OF THE MORTGAGED PROPERTY, WHETHER SUCH INCOME OR EXPENSE MAY BE
REALIZED BY BORROWER OR BY ANY OTHER PERSON WHATSOEVER.
LENDER 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 LENDER SHALL
DESIRE.
DURING THE CONTINUATION OF AN EVENT OF DEFAULT (INCLUDING, WITHOUT
LIMITATION, AN EVENT OF DEFAULT RESULTING FROM THE FAILURE OF 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 LENDER TO EXAMINE BORROWER'S ACCOUNTING RECORDS, AS LENDER SHALL
REASONABLY DETERMINE TO BE NECESSARY OR APPROPRIATE IN THE PROTECTION OF
LENDER'S INTEREST.
(II) BORROWER SHALL FURNISH TO LENDER ANNUALLY, WITHIN NINETY (90) DAYS
FOLLOWING THE END OF EACH FISCAL YEAR, A COMPLETE COPY OF BORROWER'S AND
GUARANTOR'S FINANCIAL STATEMENTS, EACH AUDITED BY A "BIG FOUR" ACCOUNTING FIRM
OR SUCH OTHER INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT ACCEPTABLE TO LENDER IN
ACCORDANCE WITH GAAP CONSISTENTLY APPLIED COVERING BORROWER'S AND GUARANTOR'S
RESPECTIVE FINANCIAL POSITION AND RESULTS OF OPERATIONS, FOR SUCH FISCAL YEAR
AND CONTAINING A STATEMENT OF REVENUES AND EXPENSES, A STATEMENT OF ASSETS AND
LIABILITIES AND A STATEMENT OF BORROWER'S OR GUARANTOR'S (AS APPLICABLE) EQUITY,
ALL OF WHICH SHALL BE IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO LENDER.
ANY AUDIT REQUIREMENTS OF THE BORROWER PURSUANT TO THIS AGREEMENT MAY BE
SATISFIED BY DELIVERY OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE
GUARANTOR, PROVIDED THAT SUCH FINANCIAL STATEMENTS OF THE GUARANTOR CONTAIN (I)
A SEPARATE INCOME AND EXPENSE STATEMENT FOR THE BORROWER AND (II) A SEPARATE
BALANCE SHEET, INCLUDING A STATEMENT OF BORROWER'S EQUITY.
LENDER SHALL HAVE
THE RIGHT FROM TIME TO TIME TO REVIEW AND
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CONSULT WITH RESPECT TO THE AUDITING PROCEDURES USED IN THE PREPARATION OF SUCH
ANNUAL FINANCIAL STATEMENTS.
TOGETHER WITH BORROWER'S AND GUARANTORS' ANNUAL
FINANCIAL STATEMENTS, BORROWER SHALL FURNISH, AND CAUSE GUARANTOR TO FURNISH, TO
LENDER AN OFFICER'S CERTIFICATE CERTIFYING AS OF THE DATE THEREOF (X) THAT THE
ANNUAL FINANCIAL STATEMENTS PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE RESULTS
OF OPERATIONS AND FINANCIAL CONDITION OF BORROWER OR GUARANTOR, AS APPLICABLE,
ALL IN ACCORDANCE