AND IF A MONETARY DEFAULT OR ANY EVENT OF DEFAULT EXISTS, THE NATURE THEREOF,
THE PERIOD OF TIME IT HAS EXISTED AND THE ACTION THEN BEING TAKEN TO REMEDY THE
SAME.
HRHI'S ANNUAL FINANCIAL STATEMENTS SHALL BE ACCOMPANIED BY (A) AN
UNQUALIFIED OPINION OF A "BIG FOUR" ACCOUNTING FIRM OR OTHER INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANT REASONABLY ACCEPTABLE TO LENDER, AND (B) AN
OFFICER'S CERTIFICATE CERTIFYING THAT EACH ANNUAL FINANCIAL STATEMENT PRESENTS
FAIRLY THE FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS OF HRHI BEING
REPORTED UPON AND THAT SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN
ACCORDANCE WITH GAAP AND AS OF THE DATE THEREOF WHETHER THERE EXISTS AN EVENT OR
CIRCUMSTANCE WHICH CONSTITUTES A MONETARY DEFAULT OR ANY EVENT OF DEFAULT UNDER
THE LOAN DOCUMENTS EXECUTED AND DELIVERED BY, OR APPLICABLE TO, HRHI, AND IF A
MONETARY DEFAULT OR ANY EVENT OF DEFAULT EXISTS, THE NATURE THEREOF, THE PERIOD
OF TIME IT HAS EXISTED AND THE ACTION THEN BEING TAKEN TO REMEDY THE SAME.
(C)
BORROWERS WILL FURNISH, OR CAUSE TO BE
FURNISHED, TO LENDER ON OR BEFORE THIRTY (30) DAYS AFTER THE END OF EACH
CALENDAR MONTH DURING THE TERM OF THE LOAN AND ON OR BEFORE FORTY-FIVE (45) DAYS
AFTER THE END OF EACH CALENDAR QUARTER DURING THE TERM OF THE LOAN COMMENCING
WITH THE FIRST QUARTER OF 2008 AND THEREAFTER, 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 EACH BORROWER AND THE PROPERTIES ON A COMBINED BASIS AS WELL AS
EACH PROPERTY INDIVIDUALLY (SUBJECT TO NORMAL YEAR-END ADJUSTMENTS) AS
APPLICABLE: (I) WITH RESPECT TO THE HOTEL/CASINO PROPERTY, AN OCCUPANCY REPORT
FOR THE SUBJECT MONTH; (II) A RENT ROLL FOR EACH PROPERTY FOR THE SUBJECT MONTH
(OR QUARTER, AS APPLICABLE); (III) MONTHLY (OR QUARTERLY, AS APPLICABLE) AND
YEAR-TO-DATE OPERATING STATEMENTS (INCLUDING CAPITAL EXPENDITURES) PREPARED FOR
EACH CALENDAR MONTH (OR QUARTER, AS APPLICABLE), NOTING NET OPERATING INCOME,
GROSS INCOME FROM OPERATIONS, AND OPERATING EXPENSES (NOT INCLUDING ANY
CONTRIBUTIONS TO THE REPLACEMENT RESERVE FUND), EACH IN THE FORM PREPARED BY THE
APPLICABLE MANAGER UNDER THE APPLICABLE MANAGEMENT AGREEMENT SO LONG AT IT
INCLUDES THE INFORMATION OTHERWISE REQUIRED HEREIN, AND, WITHIN THIRTY (30) DAYS
FOLLOWING LENDER'S REASONABLE WRITTEN REQUEST, OTHER INFORMATION NECESSARY AND
SUFFICIENT TO FAIRLY REPRESENT THE FINANCIAL POSITION AND RESULTS OF OPERATION
OF EACH PROPERTY DURING SUCH PERIOD, 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, IN EACH OF
THE FOREGOING INSTANCES ON A COMBINED BASIS FOR ALL PROPERTIES; (IV) A
CALCULATION REFLECTING THE ANNUAL DEBT SERVICE COVERAGE RATIO FOR THE
IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD AS OF THE LAST DAY OF SUCH MONTH
(OR QUARTER, AS APPLICABLE); AND (V) A NET CASH FLOW SCHEDULE.
IN ADDITION,
163
SUCH OFFICER'S CERTIFICATE