CONNECTION THEREWITH (INCLUDING
REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS, AND THE PAYMENT BY BORROWER OF THE
EXPENSE OF AN APPRAISAL ON BEHALF OF LENDER IN CASE OF A FIRE OR OTHER CASUALTY
AFFECTING THE PROPERTY OR ANY PART THEREOF) OUT OF SUCH INSURANCE PROCEEDS.
5.1.9
FURTHER ASSURANCES.
BORROWER SHALL, AT BORROWER'S
SOLE COST AND EXPENSE:
(A)
FURNISH TO LENDER ALL INSTRUMENTS,
DOCUMENTS, BOUNDARY SURVEYS, FOOTING OR FOUNDATION SURVEYS, CERTIFICATES, PLANS
AND SPECIFICATIONS, APPRAISALS, TITLE AND OTHER INSURANCE REPORTS AND
AGREEMENTS, AND EACH AND EVERY OTHER DOCUMENT, CERTIFICATE, AGREEMENT AND
INSTRUMENT REQUIRED TO BE FURNISHED BY BORROWER PURSUANT TO THE TERMS OF THE
LOAN DOCUMENTS OR REASONABLY REQUESTED BY LENDER IN CONNECTION THEREWITH;
(B)
EXECUTE AND DELIVER TO LENDER SUCH
DOCUMENTS, INSTRUMENTS, CERTIFICATES, ASSIGNMENTS AND OTHER WRITINGS, AND DO
SUCH OTHER ACTS NECESSARY OR DESIRABLE, TO EVIDENCE, PRESERVE AND/OR PROTECT THE
COLLATERAL AT ANY TIME SECURING OR INTENDED TO SECURE THE OBLIGATIONS OF
BORROWER UNDER THE LOAN DOCUMENTS, AS LENDER MAY REASONABLY REQUIRE; AND
(C)
DO AND EXECUTE ALL AND SUCH FURTHER LAWFUL
AND REASONABLE ACTS, CONVEYANCES AND ASSURANCES FOR THE BETTER AND MORE
EFFECTIVE CARRYING OUT OF THE INTENTS AND PURPOSES OF THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS, AS LENDER SHALL REASONABLY REQUIRE FROM TIME TO TIME.
37
5.1.10
INTENTIONALLY OMITTED.
5.1.11
FINANCIAL REPORTING.
(A)
BORROWER WILL KEEP AND
MAINTAIN OR WILL CAUSE TO BE KEPT AND MAINTAINED ON A FISCAL YEAR BASIS, IN
ACCORDANCE WITH THE REQUIREMENTS FOR A SPECIAL PURPOSE ENTITY SET FORTH ABOVE,
PROPER AND ACCURATE BOOKS, RECORDS AND ACCOUNTS REFLECTING ALL OF THE FINANCIAL
AFFAIRS OF BORROWER AND ALL ITEMS OF INCOME AND EXPENSE IN CONNECTION WITH THE
OPERATION ON AN INDIVIDUAL BASIS OF THE PROPERTY.
LENDER SHALL HAVE THE RIGHT
FROM TIME TO TIME AT ALL TIMES DURING NORMAL BUSINESS HOURS UPON REASONABLE
NOTICE TO EXAMINE SUCH BOOKS, RECORDS AND ACCOUNTS AT THE OFFICE OF BORROWER OR
OTHER PERSON MAINTAINING SUCH BOOKS, RECORDS AND ACCOUNTS AND TO MAKE SUCH
COPIES OR EXTRACTS THEREOF AS LENDER SHALL DESIRE.
AFTER THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, BORROWER SHALL PAY ANY COSTS AND
EXPENSES INCURRED BY LENDER TO EXAMINE BORROWER'S ACCOUNTING RECORDS WITH
RESPECT TO THE PROPERTY, AS LENDER SHALL REASONABLY DETERMINE TO BE NECESSARY OR
APPROPRIATE IN THE PROTECTION OF LENDER'S INTEREST.
(B)
BORROWER WILL FURNISH TO LENDER ANNUALLY,
WITHIN NINETY (90) DAYS FOLLOWING THE END OF EACH FISCAL YEAR OF BORROWER,
EITHER (I) A COMPLETE COPY OF BORROWER'S ANNUAL FINANCIAL STATEMENTS AUDITED BY
AN ACCOUNTING FIRM OR OTHER INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT REASONABLY
ACCEPTABLE TO LENDER IN ACCORDANCE WITH THE REQUIREMENTS FOR A SPECIAL PURPOSE
ENTITY SET FORTH ABOVE, OR (II) A CONSOLIDATED AND ANNOTATED FINANCIAL STATEMENT
OF BORROWER, GENERAL PARTNER AND SOLE MEMBER (AS APPLICABLE), AUDITED BY AN
ACCOUNTING FIRM OR OTHER INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT REASONABLY
ACCEPTABLE TO LENDER IN ACCORDANCE WITH THE REQUIREMENTS FOR A SPECIAL PURPOSE
ENTITY SET FORTH ABOVE, TOGETHER WITH UNAUDITED FINANCIAL STATEMENTS RELATING TO
THE BORROWER AND THE PROPERTY.
SUCH FINANCIAL STATEMENTS FOR