BY
FACSIMILE ANSWER BACK, IN EACH CASE ADDRESSED AS FOLLOWS (OR TO SUCH OTHER
ADDRESS OR PERSON AS A PARTY SHALL DESIGNATE FROM TIME TO TIME BY NOTICE TO THE
OTHER PARTY):
IF TO LENDER: CITIGROUP GLOBAL MARKETS REALTY CORP., 388
GREENWICH ST., FLOOR 11, NEW YORK, NY 10013, ATTENTION: PAUL SCHULER, TELECOPIER
(212) 816-1299, WITH A COPY TO:
THACHER PROFFITT & WOOD LLP, TWO WORLD
FINANCIAL CENTER, NEW YORK, NEW YORK 10281, ATTENTION: DONALD F. SIMONE,
TELECOPIER: (212) 912-7751; IF TO BORROWER:
C/O THE BORROWER'S DESIGNEE, 15601
DALLAS PARKWAY, SUITE 600, ADDISON, TEXAS
75001, TO THE ATTENTION OF BORROWER,
TELECOPIER: (214) 655-1610.
A NOTICE SHALL BE DEEMED TO HAVE BEEN GIVEN:
IN
THE CASE OF HAND DELIVERY, AT THE TIME OF DELIVERY; IN THE CASE OF REGISTERED OR
CERTIFIED MAIL, WHEN DELIVERED OR THE FIRST ATTEMPTED DELIVERY ON A BUSINESS
DAY; OR IN THE CASE OF OVERNIGHT DELIVERY, UPON THE FIRST ATTEMPTED DELIVERY ON
A BUSINESS DAY; OR IN THE CASE OF FACSIMILE, UPON THE CONFIRMATION OF SUCH
FACSIMILE TRANSMISSION.
6.2
BORROWER NOTICES AND DELIVERIES.
BORROWER SHALL (A) GIVE PROMPT
WRITTEN NOTICE TO LENDER OF: (I) ANY LITIGATION, GOVERNMENTAL PROCEEDINGS OR
CLAIMS OR INVESTIGATIONS PENDING OR THREATENED AGAINST BORROWER WHICH MIGHT
MATERIALLY ADVERSELY AFFECT BORROWER'S CONDITION (FINANCIAL OR OTHERWISE) OR
BUSINESS, THE COLLATERAL OR THE PROPERTY; (II) ANY MATERIAL ADVERSE CHANGE IN
BORROWER'S CONDITION, FINANCIAL OR OTHERWISE, OR OF THE OCCURRENCE OF ANY
DEFAULT OR EVENT OF DEFAULT OF WHICH BORROWER HAS KNOWLEDGE; AND (B) FURNISH AND
PROVIDE TO LENDER ALL INSTRUMENTS, DOCUMENTS, BOUNDARY SURVEYS, FOOTING OR
FOUNDATION SURVEYS, CERTIFICATES, PLANS AND SPECIFICATIONS, APPRAISALS, TITLE
AND OTHER INSURANCE REPORTS AND AGREEMENTS, REASONABLY REQUESTED, FROM TIME TO
TIME, BY LENDER WITHIN THE POSSESSION OR REASONABLE CONTROL OF BORROWER.
IN
ADDITION, AFTER REQUEST BY LENDER (BUT NO MORE FREQUENTLY THAN TWICE IN ANY
YEAR), (X) BORROWER SHALL FURNISH TO LENDER WITHIN TEN DAYS, A CERTIFICATE
ADDRESSED TO LENDER, ITS SUCCESSORS AND ASSIGNS REAFFIRMING (TO THE BEST OF
THEIR KNOWLEDGE) ALL REPRESENTATIONS AND WARRANTIES OF BORROWER SET FORTH IN THE
LOAN DOCUMENTS AS OF THE DATE REQUESTED BY LENDER OR, TO THE EXTENT OF ANY
CHANGES TO ANY SUCH REPRESENTATIONS AND WARRANTIES, SO STATING SUCH CHANGES, AND
(Y) BORROWER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE MORTGAGE
BORROWER TO FURNISH TO LENDER WITHIN 30 DAYS, TENANT ESTOPPEL CERTIFICATES
ADDRESSED TO LENDER, ITS SUCCESSORS AND ASSIGNS FROM EACH TENANT AT EACH
PROPERTY IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO LENDER.
6.3
FINANCIAL REPORTING.
6.3.1
BOOKKEEPING.
BORROWER SHALL KEEP ON A CALENDAR YEAR BASIS, IN
ACCORDANCE WITH GAAP (OR FEDERAL INCOME TAX BASIS OF ACCOUNTING, CONSISTENTLY
APPLIED), PROPER AND ACCURATE BOOKS, RECORDS AND ACCOUNTS REFLECTING ALL OF THE
FINANCIAL AFFAIRS OF BORROWER AND ALL ITEMS OF INCOME AND EXPENSE AND ANY
SERVICES PROVIDED IN CONNECTION WITH THE OWNERSHIP OF THE COLLATERAL, WHETHER
SUCH INCOME OR EXPENSE IS REALIZED BY BORROWER OR ANY AFFILIATE OF BORROWER.
BORROWER SHALL CAUSE MORTGAGE BORROWER TO KEEP ON A CALENDAR YEAR BASIS, IN
ACCORDANCE WITH GAAP (OR FEDERAL INCOME