THE ACTUAL INCOME AND EXPENSES FOR THE PRIOR FISCAL
YEAR, (II) AN UNQUALIFIED OPINION OF A "BIG FOUR" ACCOUNTING FIRM OR OTHER
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT 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 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, (V) OCCUPANCY STATISTICS FOR THE PROPERTY, (VI)
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IF NOT INCLUDED IN THE AUDITED FINANCIALS REFERRED TO ABOVE, AN OFFICER'S
CERTIFICATE ATTACHING A SCHEDULE RECONCILING NET OPERATING INCOME TO NET CASH
FLOW (THE "NET CASH FLOW SCHEDULE"), WHICH SHALL ITEMIZE ALL ADJUSTMENTS MADE TO
NET OPERATING INCOME TO ARRIVE AT NET CASH FLOW DEEMED MATERIAL BY SUCH
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT, (VII) ROOM RATE REPORTS AND REV PAR
CALCULATIONS, AND (VIII)
AN OFFICER'S CERTIFICATE CERTIFYING THAT EACH ANNUAL
FINANCIAL STATEMENT PRESENTS FAIRLY THE FINANCIAL CONDITION AND THE RESULTS OF
OPERATIONS OF BORROWER AND THE PROPERTY BEING REPORTED UPON AND THAT SUCH
FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP AND 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, EXCEPT FOR THOSE BEING CONTESTED BY BORROWER IN GOOD
FAITH IN ACCORDANCE WITH THE REQUIREMENTS OF THE LOAN DOCUMENTS.
(C)
BORROWER WILL FURNISH, OR CAUSE TO BE
FURNISHED, TO LENDER ON OR BEFORE FORTY-FIVE (45) DAYS AFTER THE END OF EACH
CALENDAR MONTH 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): (I) A RENT ROLL FOR THE
SUBJECT MONTH; (II) MONTHLY AND YEAR-TO-DATE OPERATING STATEMENTS (INCLUDING
CAPITAL EXPENDITURES) PREPARED FOR EACH CALENDAR MONTH, NOTING NET OPERATING
INCOME, GROSS INCOME FROM OPERATIONS, AND OPERATING EXPENSES, AND, UPON LENDER'S
REQUEST, OTHER INFORMATION NECESSARY AND SUFFICIENT TO FAIRLY REPRESENT THE
FINANCIAL POSITION AND RESULTS OF OPERATION OF THE PROPERTY DURING SUCH CALENDAR
MONTH, AND CONTAINING A COMPARISON OF BUDGETED INCOME AND EXPENSES AND THE
ACTUAL INCOME AND EXPENSES TOGETHER WITH A DETAILED EXPLANATION OF ANY VARIANCES
OF 7.5% OR MORE BETWEEN BUDGETED AND ACTUAL AMOUNTS FOR SUCH PERIODS, ALL IN
FORM SATISFACTORY TO LENDER; (III) A CALCULATION REFLECTING THE ANNUAL DEBT
SERVICE COVERAGE RATIO FOR THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD AS
OF THE LAST DAY OF SUCH MONTH; AND (IV) A NET CASH FLOW SCHEDULE.
IN ADDITION,
SUCH OFFICER'S CERTIFICATE SHALL