BOTH A PER YEAR AND CUMULATIVE BASIS, AND (V) A
SCHEDULE RECONCILING NET OPERATING INCOME TO NET CASH FLOW (THE "NET CASH FLOW
SCHEDULE"), WHICH SHALL ITEMIZE ALL MATERIAL ADJUSTMENTS MADE TO NET OPERATING
INCOME TO ARRIVE AT NET CASH FLOW.
TOGETHER WITH BORROWER'S ANNUAL FINANCIAL
STATEMENTS, BORROWER SHALL FURNISH TO LENDER AN OFFICER'S CERTIFICATE CERTIFYING
TO ITS KNOWLEDGE AS OF THE DATE THEREOF WHETHER THERE EXISTS AN EVENT OR
CIRCUMSTANCE WHICH CONSTITUTES A DEFAULT OR EVENT OF DEFAULT UNDER THE LOAN
DOCUMENTS EXECUTED AND DELIVERED BY, OR APPLICABLE TO, BORROWER, AND IF SUCH
DEFAULT OR EVENT OF DEFAULT EXISTS, THE
48
NATURE THEREOF, THE PERIOD OF TIME IT HAS EXISTED AND THE ACTION THEN BEING
TAKEN TO REMEDY THE SAME.
(C)
BORROWER WILL FURNISH, OR CAUSE TO BE FURNISHED, TO LENDER ON OR
BEFORE TWENTY (20) DAYS AFTER THE END OF EACH CALENDAR QUARTER THE FOLLOWING
ITEMS, ACCOMPANIED BY AN OFFICER'S CERTIFICATE STATING THAT SUCH ITEMS ARE TRUE,
CORRECT, ACCURATE, AND COMPLETE AND FAIRLY PRESENT THE FINANCIAL CONDITION AND
RESULTS OF THE OPERATIONS OF BORROWER AND THE PROPERTY (SUBJECT TO NORMAL
YEAR-END ADJUSTMENTS) AS APPLICABLE:
(I)
QUARTERLY AND YEAR-TO-DATE OPERATING
STATEMENTS (INCLUDING CAPITAL EXPENDITURES) PREPARED FOR EACH CALENDAR QUARTER,
NOTING NET OPERATING INCOME, GROSS INCOME FROM OPERATIONS, AND OPERATING
EXPENSES (NOT INCLUDING ANY CONTRIBUTIONS TO THE REPLACEMENT RESERVE ACCOUNT),
AND OTHER INFORMATION NECESSARY AND SUFFICIENT TO FAIRLY REPRESENT THE FINANCIAL
POSITION AND RESULTS OF OPERATION OF THE PROPERTY DURING SUCH CALENDAR QUARTER,
AND CONTAINING A COMPARISON OF BUDGETED INCOME AND EXPENSES AND THE ACTUAL
INCOME AND EXPENSES TOGETHER WITH A DETAILED EXPLANATION OF ANY VARIANCES OF
FIVE PERCENT (5%) OR MORE BETWEEN BUDGETED AND ACTUAL AMOUNTS FOR SUCH PERIODS,
ALL IN FORM SATISFACTORY TO LENDER; (II) A CALCULATION REFLECTING THE ANNUAL
DEBT SERVICE COVERAGE RATIO FOR THE IMMEDIATELY PRECEDING TWELVE (12) MONTH
PERIOD AS OF THE LAST DAY OF SUCH QUARTER ACCOMPANIED BY AN OFFICER'S
CERTIFICATE WITH RESPECT THERETO; AND (III) A NET CASH FLOW SCHEDULE.
PRIOR TO
A SECURITIZATION, BORROWER SHALL PROVIDE THE ITEMS REQUIRED PURSUANT TO THIS
SECTION 5.1.11(C) ON A MONTHLY BASIS.
(D)
FOR THE PARTIAL YEAR PERIOD COMMENCING ON THE CLOSING DATE, AND
FOR EACH FISCAL YEAR THEREAFTER, BORROWER SHALL SUBMIT TO LENDER AN ANNUAL
BUDGET NOT LATER THAN THIRTY (30) DAYS AFTER THE COMMENCEMENT OF SUCH PERIOD OR
FISCAL YEAR IN FORM REASONABLY SATISFACTORY TO LENDER.
THE ANNUAL BUDGET SHALL
BE SUBJECT TO LENDER'S WRITTEN APPROVAL IF A CASH SWEEP PERIOD EXISTS (EACH SUCH
ANNUAL BUDGET, AN "APPROVED ANNUAL BUDGET").
IN THE EVENT THAT LENDER OBJECTS
TO A PROPOSED ANNUAL BUDGET SUBMITTED BY BORROWER DURING A CASH SWEEP PERIOD,
LENDER SHALL ADVISE BORROWER OF SUCH OBJECTIONS WITHIN FIFTEEN (15) DAYS AFTER
RECEIPT THEREOF (AND DELIVER TO BORROWER A REASONABLY DETAILED DESCRIPTION OF
SUCH OBJECTIONS) AND BORROWER SHALL PROMPTLY REVISE SUCH ANNUAL BUDGET AND
RESUBMIT THE SAME TO LENDER.
LENDER SHALL ADVISE BORROWER OF ANY OBJECTIONS TO
SUCH REVISED ANNUAL BUDGET WITHIN TEN (10) DAYS AFTER RECEIPT THEREOF (AND
DELIVER TO BORROWER A REASONABLY