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, AND IN THE CASE OF THE GUARANTOR, AUDITED BY A
"BIG FOUR" ACCOUNTING FIRM OR SUCH OTHER INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
ACCEPTABLE TO LENDER (AND IN THE CASE OF BORROWER, CERTIFIED BY BORROWER), 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 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 WITH GAAP CONSISTENTLY APPLIED,
AND (Y) WHETHER THERE EXISTS AN EVENT OF DEFAULT OR DEFAULT, AND IF SUCH EVENT
OF DEFAULT OR DEFAULT EXISTS, THE NATURE THEREOF, THE PERIOD OF TIME IT HAS
EXISTED AND THE ACTION THEN BEING TAKEN TO REMEDY SAME.
86
(III)
BORROWER SHALL FURNISH TO LENDER, WITHIN FORTY-FIVE (45) DAYS
FOLLOWING