RECORDS AND ACCOUNTS RELATING TO THE PROPERTY AT THE OFFICE OF
MANAGER OR OTHER PERSON MAINTAINING THEM, AND TO MAKE SUCH COPIES OR EXTRACTS
THEREOF AS LENDER SHALL DESIRE.
AFTER AN EVENT OF DEFAULT, BORROWER SHALL PAY
ANY COSTS INCURRED BY LENDER TO EXAMINE SUCH BOOKS, RECORDS AND ACCOUNTS, AS
LENDER SHALL DETERMINE TO BE NECESSARY OR APPROPRIATE IN THE PROTECTION OF
LENDER'S INTEREST.
6.3.2
ANNUAL REPORTS.
BORROWER SHALL FURNISH TO LENDER
ANNUALLY, WITHIN 120 DAYS AFTER EACH CALENDAR YEAR, A COMPLETE COPY OF
BORROWER'S ANNUAL FINANCIAL STATEMENTS AUDITED (IF LENDER REQUIRES FOR SUCH
STATEMENTS FOR ANY YEAR BY NOTICE DELIVERED NO LATER THAN OCTOBER 31 OF THE
CALENDAR YEAR IN QUESTION; IN THE ABSENCE OF SUCH LENDER REQUIREMENT SUCH
STATEMENTS NEED NOT BE AUDITED) BY A "BIG FOUR" ACCOUNTING FIRM OR ANOTHER
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT (ACCOMPANIED BY AN UNQUALIFIED OPINION
FROM SUCH ACCOUNTING FIRM OR OTHER INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANT) REASONABLY ACCEPTABLE TO LENDER, EACH IN ACCORDANCE WITH GAAP (OR
FEDERAL INCOME TAX BASIS OF ACCOUNTING, CONSISTENTLY APPLIED) AND CONTAINING
BALANCE SHEETS AND STATEMENTS OF PROFIT AND LOSS FOR BORROWER AND THE PROPERTY
IN SUCH DETAIL AS LENDER MAY REQUEST.
EACH OF SUCH FINANCIAL STATEMENTS
(X) SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO LENDER, (Y) SHALL SET FORTH
THE FINANCIAL CONDITION AND THE INCOME AND EXPENSES FOR THE PROPERTY FOR THE
IMMEDIATELY PRECEDING CALENDAR YEAR, INCLUDING STATEMENTS OF ANNUAL NET
OPERATING INCOME AS WELL AS (1) A LIST OF TENANTS, IF ANY, OCCUPYING MORE THAN
TWENTY PERCENT (20%) OF THE RENTABLE SPACE OF THE PROPERTY, (2) A BREAKDOWN
SHOWING (A) THE YEAR IN WHICH EACH LEASE THEN IN EFFECT EXPIRES, (B) THE
PERCENTAGE OF RENTABLE SPACE COVERED BY SUCH LEASE, (C) THE PERCENTAGE OF BASE
RENT WITH RESPECT TO WHICH LEASES SHALL EXPIRE IN EACH SUCH YEAR, EXPRESSED BOTH
ON A PER YEAR AND A CUMULATIVE BASIS AND (Z) SHALL BE ACCOMPANIED BY AN
OFFICER'S CERTIFICATE CERTIFYING (1) THAT SUCH STATEMENT IS TRUE, CORRECT,
COMPLETE AND ACCURATE AND PRESENTS FAIRLY THE FINANCIAL CONDITION OF THE
PROPERTY AND HAS BEEN PREPARED IN ACCORDANCE WITH GAAP(OR FEDERAL INCOME TAX
BASIS OF ACCOUNTING, CONSISTENTLY APPLIED) AND (2) WHETHER THERE EXISTS A
DEFAULT OR EVENT OF DEFAULT, AND IF SO, THE NATURE THEREOF, THE PERIOD OF TIME
IT HAS EXISTED AND THE ACTION THEN BEING TAKEN TO REMEDY IT.
6.3.3
MONTHLY/QUARTERLY REPORTS.
BORROWER SHALL FURNISH TO
LENDER WITHIN 30 DAYS AFTER THE END OF EACH CALENDAR MONTH OR CALENDAR QUARTER
(AS INDICATED BELOW) THE FOLLOWING ITEMS: (I) MONTHLY AND YEAR-TO-DATE OPERATING
STATEMENTS, NOTING NET OPERATING INCOME AND OTHER INFORMATION NECESSARY AND
SUFFICIENT UNDER GAAP (OR FEDERAL INCOME TAX BASIS OF ACCOUNTING, CONSISTENTLY
APPLIED) TO FAIRLY REPRESENT THE FINANCIAL POSITION AND RESULTS OF OPERATION OF
THE
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PROPERTY DURING SUCH CALENDAR MONTH, ALL IN FORM SATISFACTORY TO LENDER; (II) A
BALANCE SHEET FOR SUCH CALENDAR MONTH; (III) A COMPARISON OF THE BUDGETED INCOME
AND EXPENSES AND THE ACTUAL INCOME AND EXPENSES FOR EACH MONTH AND YEAR-TO-DATE
FOR THE PROPERTY, TOGETHER WITH