MATERIAL ADVERSE EFFECT OR RESULT IN LIABILITY OF THE
BORROWER OR SUBSIDIARIES IN AN AMOUNT IN EXCESS OF $2,500,000;
(V)
ANY RELEASE ON ANY PROPERTY OWNED OR OCCUPIED BY ANY OF THE
BORROWER OR ITS SUBSIDIARIES IF SUCH RELEASE COULD REASONABLY BE EXPECTED TO
REQUIRE REMEDIAL ACTION TO CORRECT THE PRESENCE OF HAZARDOUS MATERIALS IN,
AROUND, OR UNDER THE REAL PROPERTY COLLATERAL;
(VI)
THE DISCHARGE OF THE BORROWER'S INDEPENDENT ACCOUNTANTS OR
ANY WITHDRAWAL OR RESIGNATION BY SUCH INDEPENDENT ACCOUNTANTS FROM THEIR ACTING
IN SUCH CAPACITY;
(VII)
THE OPENING OF ANY NEW OFFICE OR PLACE OF BUSINESS OF BORROWER OR
ITS SUBSIDIARIES;
(VIII)
COPIES OF ANY TAX ASSESSMENTS; AND
(IX)
SUCH OTHER INFORMATION AND DATA WITH RESPECT TO THE BORROWER OR
ANY OF ITS SUBSIDIARIES AS FROM TIME TO TIME MAY BE REASONABLY REQUESTED BY THE
AGENT OR ANY LENDER (THROUGH AGENT).
5.3
Financial Statements and Other Reports.
The Borrower will maintain, and cause each of its Subsidiaries to maintain,
proper books and records including a system of accounting established and
administered in accordance with sound business practices to permit preparation
of financial statements in conformity with GAAP.
The Borrower will deliver to
the Agent and to each Lender:
(I)
MONTHLY REPORTS:
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN
THIRTY (30) DAYS AFTER THE END OF EACH FISCAL MONTH END, A CONSOLIDATED
STATEMENT OF CASH FLOWS AND CONSOLIDATED STATEMENT OF INCOME PREPARED ON A CASH
BASIS, SALES AND MARKETING DATA WITH RESPECT TO THE PROJECT AND A PROGRESS
REPORT SETTING FORTH IN DETAIL REASONABLY SATISFACTORY TO AGENT THE PROGRESS OF
CONSTRUCTION AT THE PROJECT INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH THE
DEVELOPMENT BUDGET, IN EACH CASE, FOR SUCH FISCAL MONTH;
(II)
QUARTERLY FINANCIALS:
AS SOON AS AVAILABLE AND IN ANY EVENT
WITHIN FORTY-FIVE (45) DAYS AFTER THE END OF EACH FISCAL QUARTER (OTHER THAN THE
FOURTH FISCAL QUARTER OF ANY FISCAL YEAR) COMMENCING WITH THE FISCAL QUARTER
ENDING SEPTEMBER 30, 2007, THE CONSOLIDATED BALANCE SHEET OF THE BORROWER AND
ITS SUBSIDIARIES, AS OF THE END OF SUCH FISCAL QUARTER AND THE RELATED
CONSOLIDATED STATEMENT OF INCOME AND CONSOLIDATED STATEMENT OF CASH FLOWS FOR
SUCH FISCAL QUARTER AND FOR THE PERIOD FROM THE BEGINNING OF THE THEN CURRENT
FISCAL YEAR TO THE END OF SUCH FISCAL QUARTER, SETTING FORTH, IN THE CASE OF THE
STATEMENT OF INCOME ONLY AND COMMENCING WITH THE FISCAL QUARTER ENDING JUNE,
2008, IN COMPARATIVE FORM THE CORRESPONDING FIGURES FOR THE CORRESPONDING
PERIODS OF THE PREVIOUS FISCAL YEAR AND THE CORRESPONDING FIGURES FROM THE
DEVELOPMENT BUDGET FOR THE CURRENT FISCAL YEAR AND THE DEVELOPMENT BUDGET IN
EFFECT ON THE CLOSING DATE, ALL PREPARED ON A CASH BASIS, WHICH STATEMENT SHALL
INCLUDE NARRATIVE EXPLANATIONS OF DEVIATIONS BETWEEN ACTUAL NUMBERS AND
PROJECTED RESULTS, IN REASONABLE DETAIL AND, IN EACH CASE, CERTIFIED BY THE
CHIEF FINANCIAL OFFICER OR TREASURER OF THE BORROWER THAT THEY
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FAIRLY PRESENT, IN ALL MATERIAL RESPECTS, THE CONSOLIDATED FINANCIAL CONDITION
AS AT THE DATES INDICATED AND THE CONSOLIDATED RESULTS OF OPERATIONS AND CASH
FLOWS