OF DEFAULT; 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.
5.1.10
SUPPLEMENTAL MORTGAGE AFFIDAVITS.
IF AT ANY TIME LENDER
DETERMINES, BASED ON APPLICABLE LAW, THAT LENDER IS NOT BEING AFFORDED THE
MAXIMUM AMOUNT OF SECURITY AVAILABLE FROM ANY INDIVIDUAL PROPERTY AS A DIRECT OR
INDIRECT RESULT OF APPLICABLE TAXES NOT HAVING BEEN PAID WITH RESPECT TO SUCH
INDIVIDUAL PROPERTY, BORROWER AGREES THAT BORROWER WILL EXECUTE, ACKNOWLEDGE AND
DELIVER TO LENDER, IMMEDIATELY UPON LENDER'S REQUEST, SUPPLEMENTAL AFFIDAVITS
INCREASING THE AMOUNT OF THE DEBT ATTRIBUTABLE TO THE INDIVIDUAL PROPERTY FOR
WHICH ALL APPLICABLE TAXES HAVE BEEN PAID TO AN AMOUNT DETERMINED BY LENDER TO
BE EQUAL TO THE LESSER OF (A) THE GREATER OF THE FAIR MARKET VALUE OF SUCH
INDIVIDUAL PROPERTY (I) AS OF THE DATE HEREOF AND (II) AS OF THE DATE SUCH
SUPPLEMENTAL AFFIDAVITS ARE TO BE DELIVERED TO LENDER, AND (B) THE AMOUNT OF THE
DEBT ATTRIBUTABLE TO THE INDIVIDUAL PROPERTY, AND BORROWER SHALL, ON DEMAND, PAY
ANY ADDITIONAL TAXES.
5.1.11
FINANCIAL REPORTING.
(A)
EACH BORROWER WILL KEEP AND MAINTAIN OR WILL CAUSE TO BE KEPT AND
MAINTAINED ON A FISCAL YEAR BASIS, IN ACCORDANCE WITH GAAP AND THE UNIFORM
SYSTEM OF ACCOUNTS, 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 OF ITS INDIVIDUAL 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 ANY OTHER PERSON MAINTAINING SUCH BOOKS, RECORDS AND ACCOUNTS AND TO
MAKE SUCH COPIES OR EXTRACTS THEREOF AS
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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 PROPERTIES, 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
EACH BORROWER'S ANNUAL FINANCIAL STATEMENTS AUDITED BY AN ACCOUNTING FIRM OR
OTHER INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT REASONABLY ACCEPTABLE TO LENDER,
OR (II) A CONSOLIDATED AND ANNOTATED FINANCIAL STATEMENT OF EACH BORROWER, SOLE
MEMBER AND GUARANTOR (AS APPLICABLE), AUDITED BY AN ACCOUNTING FIRM OR OTHER
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT REASONABLY ACCEPTABLE TO LENDER IN
ACCORDANCE WITH THE GAAP (OR OTHER ACCOUNTING PRINCIPLES REASONABLY ACCEPTABLE
TO LENDER, CONSISTENTLY APPLIED) AND THE UNIFORM SYSTEM OF ACCOUNTS, TOGETHER
WITH AUDITED FINANCIAL STATEMENTS RELATING TO EACH BORROWER AND ITS INDIVIDUAL
PROPERTY.
SUCH FINANCIAL STATEMENTS COVERING THE PROPERTIES ON A COMBINED BASIS
AS WELL AS EACH INDIVIDUAL PROPERTY FOR SUCH FISCAL YEAR AND