TO ANY LITIGATION OR GOVERNMENTAL INVESTIGATION RELATING TO BORROWER OR THE
PROPERTY.
(B)
RIGHT TO CONTEST.
AFTER PRIOR WRITTEN
NOTICE TO LENDER, BORROWER, AT ITS OWN EXPENSE, MAY CONTEST BY APPROPRIATE LEGAL
PROCEEDINGS, PROMPTLY INITIATED AND CONDUCTED IN GOOD FAITH AND WITH DUE
DILIGENCE, THE REQUIREMENTS OF LAW AFFECTING THE PROPERTY OR ALLEGED VIOLATION
THEREOF, PROVIDED THAT:
(I) NO EVENT OF DEFAULT EXISTS; (II) SUCH PROCEEDINGS
SHALL BE PERMITTED UNDER AND BE CONDUCTED IN ACCORDANCE WITH THE REQUIREMENTS OF
LAW; (III) THE PROPERTY WILL NOT BE IN DANGER OF BEING SOLD, FORFEITED,
TERMINATED, CANCELLED OR LOST; (IV) NON-COMPLIANCE WITH SUCH REQUIREMENT OF LAW
SHALL NOT IMPOSE ANY CIVIL, CRIMINAL OR ENVIRONMENTAL LIABILITY ON LENDER OR
BORROWER; (V) BORROWER DEPOSITS WITH LENDER CASH (OR OTHER SECURITY ACCEPTABLE
TO LENDER) IN SUCH AMOUNT AS LENDER DEEMS SUFFICIENT TO COVER LOSS OR DAMAGE
THAT MAY RESULT FROM BORROWER'S FAILURE TO PREVAIL IN SUCH CONTEST, PROVIDED
THAT AFTER A SECURITIZATION, ONE HUNDRED TWENTY-FIVE PERCENT (125%) OF THE
AMOUNT ESTIMATED BY LENDER IS DEPOSITED; (VI) BORROWER FURNISHES TO LENDER ALL
OTHER ITEMS REASONABLY REQUESTED BY LENDER; AND (VII) UPON A FINAL DETERMINATION
THEREOF, BORROWER PROMPTLY COMPLIES WITH THE OBLIGATIONS DETERMINED TO BE
APPLICABLE, AND BORROWER SHALL BE PERMITTED TO USE THE AMOUNT SO DEPOSITED WITH
LENDER TO MAKE SUCH PAYMENT, AND TO THE EXTENT ANY OF SUCH FUNDS REMAIN WITH
LENDER FOLLOWING SUCH PAYMENT, IF NO EVENT OF DEFAULT SHALL HAVE OCCURRED,
LENDER SHALL DISBURSE ALL REMAINING FUNDS TO BORROWER.
Section 9.11
Financial Reports, Books and
Records.
(A)
DELIVERY OF FINANCIAL STATEMENTS.
BORROWER
SHALL, OR SHALL CAUSE PROPERTY MANAGER, TO KEEP ADEQUATE BOOKS AND RECORDS OF
ACCOUNT WITH RESPECT TO ITS FINANCIAL CONDITION AND THE OPERATION OF THE
PROPERTY, IN ACCORDANCE WITH CASH BASIS OR GAAP, CONSISTENTLY APPLIED (OR SUCH
OTHER METHOD WHICH IS REASONABLY ACCEPTABLE TO LENDER), AND SHALL FURNISH, OR
CAUSE TO BE FURNISHED, THE FOLLOWING TO LENDER, EACH PREPARED IN SUCH DETAIL AS
REASONABLY REQUIRED BY LENDER AND CERTIFIED BY A RESPONSIBLE OFFICER OR PROPERTY
MANAGER TO BE TRUE, COMPLETE AND CORRECT:
57
(I)
AS SOON AS AVAILABLE, BUT IN ANY EVENT
WITHIN FORTY-FIVE (45) DAYS AFTER THE END OF EACH FISCAL QUARTER, A QUARTERLY
RENT ROLL PROVIDING THE REQUIRED INFORMATION AS OF THE END OF SUCH FISCAL
QUARTER;
(II)
AS SOON AS AVAILABLE, BUT IN ANY EVENT
WITHIN FORTY-FIVE (45) DAYS AFTER THE END OF EACH FISCAL QUARTER, A QUARTERLY
OPERATING STATEMENT FOR THE PROPERTY DETAILING THE OPERATING INCOME RECEIVED,
OPERATING EXPENSES INCURRED, THE COST OF ALL IMMEDIATE REPAIRS, REPLACEMENTS AND
TENANT IMPROVEMENTS AND LEASING COMMISSION PERFORMED OR PAID DURING SUCH
QUARTER, AND THE DEBT SERVICE COVERAGE RATIO AS OF THE END OF SUCH FISCAL
QUARTER;
(III)
AS SOON AS AVAILABLE, BUT IN ANY EVENT
WITHIN NINETY (90) DAYS AFTER THE CLOSE OF BORROWER'S FISCAL YEAR, (A) AN ANNUAL
RENT ROLL, PRESENTED ON AN ANNUAL BASIS CONSISTENT WITH THE QUARTERLY RENT ROLLS
DESCRIBED ABOVE; (B) AN ANNUAL OPERATING STATEMENT FOR THE PROPERTY PRESENTED ON
AN ANNUAL BASIS CONSISTENT WITH THE