operation of the Projects or in connection with any
services, equipment or furnishings provided in connection with the operation
thereof, to the extent realized by Borrower. Lender shall have the right from
time to time at all times during normal business hours upon not less than three
(3) Business Days prior notice to examine such books, federal income tax returns
(subject to Section 2.09(i) hereof), records and accounts at the office of
Borrower or other Person maintaining such books, federal income tax returns
(subject to Section 2.09(i) hereof), records and accounts and to make such
copies or extracts thereof as Lender shall desire. After the occurrence of an
Event of Default, Borrower shall pay any costs and expenses incurred by Lender
to examine Borrower's
44
and Guarantor's accounting records with respect to the Projects, as Lender shall
determine to be necessary or appropriate in the protection of Lender's interest.
(B)
BORROWER WILL FURNISH LENDER (I) ANNUALLY, WITHIN ONE HUNDRED
TWENTY (120) DAYS FOLLOWING THE END OF EACH FISCAL YEAR OF BORROWER,
(II) QUARTERLY, WITHIN FORTY-FIVE (45) DAYS FOLLOWING THE END OF EACH FISCAL
QUARTER OF BORROWER (OTHER THAN THE FOURTH QUARTER FINANCIAL STATEMENTS, WHICH
SHALL BE DELIVERED CONTEMPORANEOUSLY WITH OR AS A PART OF THE ANNUAL FINANCIAL
STATEMENTS) AND (III) ON A MONTHLY BASIS, WITHIN THIRTY FIVE (35) DAYS FOLLOWING
THE END OF EACH CALENDAR MONTH, WITH A COMPLETE COPY OF BORROWER'S FINANCIAL
STATEMENT COVERING (I) ALL OF THE FINANCIAL AFFAIRS OF BORROWER AND (II) THE
OPERATION OF THE PROJECTS FOR SUCH FISCAL YEAR, FISCAL QUARTERS OR CALENDAR
MONTHS, AS APPLICABLE, CONTAINING A STATEMENT OF REVENUES AND EXPENSES, A
STATEMENT OF ASSETS AND LIABILITIES AND A STATEMENT OF BORROWER'S EQUITY. LENDER
AGREES AND ACKNOWLEDGES THAT THE FORM OF THE MONTHLY STATEMENTS TO BE PROVIDED
HEREUNDER SHALL BE CONSISTENT WITH THOSE PRODUCED BY BORROWER IN THE ORDINARY
COURSE OF ITS BUSINESS PURSUANT TO ITS INTERNAL ACCOUNTING PROCEDURES AND SHALL
NOT BE REQUIRED TO BE IN COMPLIANCE WITH GAAP. BORROWER'S OBLIGATION HEREUNDER
FOR THE DELIVERY OF MONTHLY FINANCIAL STATEMENTS SHALL COMMENCE WITH THE
STATEMENTS FOR THE MONTH OF JULY 2006. TOGETHER WITH THE FINANCIAL STATEMENTS
REQUIRED TO BE FURNISHED PURSUANT TO THIS SECTION 2.09(B), BORROWER SHALL
FURNISH TO LENDER (A) AN OFFICER'S CERTIFICATE CERTIFYING AS OF THE DATE THEREOF
(1) THAT THE FINANCIAL STATEMENTS ACCURATELY REPRESENT THE RESULTS OF OPERATIONS
AND FINANCIAL CONDITION OF BORROWER AND THE PROJECTS ALL (OTHER THAN THE MONTHLY
STATEMENTS) IN ACCORDANCE WITH GAAP (OR SUCH OTHER ACCOUNTING BASIS REASONABLY
ACCEPTABLE TO LENDER) CONSISTENTLY APPLIED, AND (2) WHETHER THERE EXISTS A
DEFAULT OR EVENT OF DEFAULT UNDER THE NOTE OR ANY OTHER LOAN DOCUMENT EXECUTED
AND DELIVERED BY BORROWER, AND IF SUCH EVENT OR CIRCUMSTANCE EXISTS, THE NATURE
THEREOF, THE PERIOD OF TIME IT HAS EXISTED AND THE ACTION THEN BEING TAKEN TO
REMEDY SUCH EVENT OR CIRCUMSTANCE AND (B) TOGETHER WITH THE FINANCIAL STATEMENTS
DELIVERED PURSUANT TO SECTION 2.09(B)(II) ABOVE, A STATEMENT SHOWING
(1) PRO-FORMA NET OPERATING INCOME FOR THE SUBSEQUENT TWELVE (12) MONTH PERIOD
ADJUSTED