ADR, REVPAR and occupancy; and
(ii)
Year-to-date annual working capital
positions.
(I)
UPON REQUEST BY LESSOR, TO THE EXTENT
NOT PREVIOUSLY PROVIDED BY LESSEE, (I) COPIES OF ALL LICENSES, PERMITS,
OCCUPANCY AGREEMENTS, OPERATING AGREEMENTS, LEASES, CONTRACTS, INSPECTION
REPORTS, STUDIES, APPRAISALS, ASSESSMENTS, DEFAULT OR OTHER NOTICES AND SIMILAR
MATERIALS AND INFORMATION EXISTING WITH RESPECT TO THE LEASED PROPERTY AND (II)
SUCH ADDITIONAL FINANCIAL INFORMATION AS REQUIRED TO COMPLY WITH, AND TO
EVIDENCE COMPLIANCE WITH, THE SARBANES-OXLEY ACT OF 2002, AS MAY BE AMENDED, AS
SUCH STATUTE RELATES TO FINANCIAL REPORTS IN RESPECT OF THE LEASED PROPERTY.
22.3
COVENANTS OF LESSEE.
LESSEE COVENANTS TO CAUSE
ITS OFFICERS AND EMPLOYEES, MANAGER AND ITS AUDITORS TO COOPERATE FULLY AND
PROMPTLY WITH LESSOR AND WITH THE AUDITORS FOR LESSOR IN CONNECTION WITH THE
TIMELY PREPARATION AND FILING OF LESSOR'S FILINGS, REPORTS AND RETURNS UNDER
APPLICABLE FEDERAL, STATE AND OTHER GOVERNMENTAL SECURITIES, BLUE SKY AND TAX
LAWS AND REGULATIONS.
LESSOR COVENANTS TO CAUSE ITS OFFICERS AND EMPLOYEES AND
AUDITORS TO COOPERATE FULLY WITH LESSEE AND LESSEE'S AUDITORS IN CONNECTION WITH
THE TIMELY PREPARATION AND FILING OF LESSEE'S FILINGS, REPORTS AND RETURNS UNDER
APPLICABLE FEDERAL, STATE AND OTHER GOVERNMENTAL SECURITIES, BLUE SKY AND TAX
LAWS AND REGULATIONS.
22.4
CERTIFIED FINANCIAL STATEMENTS.
UPON REQUEST OF
LESSOR, THE FINANCIAL STATEMENTS REQUIRED UNDER SECTION 22.2(A)-(C) SHALL BE
CERTIFIED BY A MEMBER OR AN AUTHORIZED OFFICER (AS THE CASE MAY BE) OF LESSEE.
ALL FINANCIAL STATEMENTS OF LESSEE DELIVERED TO LESSOR SHALL BE TRUE AND CORRECT
IN ALL RESPECTS, SHALL BE PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES, CONSISTENTLY APPLIED, AND FAIRLY PRESENT THE FINANCIAL
CONDITION OF THE SUBJECT THEREOF AS OF THE DATES THEREOF.
ANY MATERIALLY
ADVERSE CHANGE THAT OCCURS IN THE FINANCIAL CONDITION REFLECTED THEREIN AFTER
THE DATE THEREOF SHALL BE REPORTED TO LESSOR PROMPTLY.
NONE OF THE AFORESAID
FINANCIAL STATEMENTS, OR ANY CERTIFICATE OR STATEMENT FURNISHED TO LESSOR BY OR
ON BEHALF OF LESSEE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY,
SHALL CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A
MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED THEREIN OR
HEREIN NOT MISLEADING.
22.5
LESSOR ESTOPPEL CERTIFICATES.
AT ANY TIME AND
FROM TIME TO TIME UPON NOT LESS THAN TEN (10) DAYS NOTICE BY LESSEE, LESSOR WILL
FURNISH TO LESSEE OR TO ANY PERSON DESIGNATED BY LESSEE AN ESTOPPEL CERTIFICATE
CERTIFYING THAT THIS LEASE IS UNMODIFIED AND IN FULL FORCE AND EFFECT (OR THAT
THIS LEASE IS IN FULL FORCE AND EFFECT AS MODIFIED AND SETTING FORTH THE
MODIFICATIONS), THE DATE TO WHICH RENT HAS BEEN PAID, WHETHER TO THE KNOWLEDGE
OF LESSOR THERE IS ANY EXISTING DEFAULT OR EVENT OF DEFAULT ON LESSEE'S PART
HEREUNDER, AND SUCH OTHER INFORMATION AS MAY BE REASONABLY REQUESTED BY LESSEE.
47
ARTICLE XXIII
INSPECTIONS; MEETINGS
23.1
LESSOR'S RIGHT TO INSPECT.
LESSEE SHALL PERMIT
LESSOR AND ITS AUTHORIZED REPRESENTATIVES AS FREQUENTLY AS REASONABLY REQUESTED
BY LESSOR TO INSPECT THE LEASED PROPERTY AND LESSEE'S ACCOUNTS AND RECORDS
PERTAINING THERETO AND MAKE COPIES THEREOF, DURING