INVESTIGATIONS PENDING OR THREATENED AGAINST BORROWER OR THE PROPERTY
WHICH MIGHT MATERIALLY ADVERSELY AFFECT BORROWER'S OR THE PROPERTY'S CONDITION
(FINANCIAL OR OTHERWISE) OR BUSINESS; (II) ANY MATERIAL ADVERSE CHANGE IN
BORROWER'S OR THE PROPERTY'S CONDITION, FINANCIAL OR OTHERWISE, OR OF THE
OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT OF WHICH BORROWER HAS KNOWLEDGE;
AND (B) FURNISH AND PROVIDE TO LENDER ALL INSTRUMENTS, DOCUMENTS, BOUNDARY
SURVEYS, FOOTING OR FOUNDATION SURVEYS, CERTIFICATES, PLANS AND SPECIFICATIONS,
APPRAISALS, TITLE AND OTHER INSURANCE REPORTS AND AGREEMENTS, REASONABLY
REQUESTED, FROM TIME TO TIME, BY LENDER WITHIN THE POSSESSION OR REASONABLE
CONTROL OF BORROWER. IN ADDITION, AFTER REQUEST BY LENDER (BUT NO MORE
FREQUENTLY THAN TWICE IN ANY YEAR), (X) BORROWER SHALL FURNISH TO LENDER WITHIN
TEN DAYS, A CERTIFICATE ADDRESSED TO LENDER, ITS SUCCESSORS AND ASSIGNS
REAFFIRMING (TO THE BEST OF ITS KNOWLEDGE) ALL REPRESENTATIONS AND WARRANTIES OF
BORROWER SET FORTH IN THE LOAN DOCUMENTS AS OF THE DATE REQUESTED BY LENDER OR,
TO THE EXTENT OF ANY CHANGES TO ANY SUCH REPRESENTATIONS AND WARRANTIES, SO
STATING SUCH CHANGES, AND (Y) BORROWER SHALL USE COMMERCIALLY REASONABLE EFFORTS
TO FURNISH TO LENDER WITHIN 30 DAYS, TENANT ESTOPPEL CERTIFICATES ADDRESSED TO
LENDER, ITS SUCCESSORS AND ASSIGNS FROM EACH TENANT AT EACH PROPERTY IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO LENDER.
6.3
FINANCIAL REPORTING.
6.3.1
BOOKKEEPING. BORROWER SHALL KEEP ON A CALENDAR YEAR BASIS, IN
ACCORDANCE WITH GAAP (OR FEDERAL INCOME TAX BASIS OF ACCOUNTING, CONSISTENTLY
APPLIED), PROPER AND ACCURATE BOOKS, RECORDS AND ACCOUNTS REFLECTING ALL OF THE
FINANCIAL AFFAIRS OF BORROWER AND ALL ITEMS OF INCOME AND EXPENSE AND ANY
SERVICES, EQUIPMENT OR FURNISHINGS PROVIDED IN CONNECTION WITH THE OPERATION OF
THE PROPERTY, WHETHER SUCH INCOME OR EXPENSE IS REALIZED BY BORROWER, MANAGER OR
ANY AFFILIATE OF BORROWER. LENDER SHALL HAVE THE RIGHT FROM TIME TO TIME DURING
NORMAL BUSINESS HOURS UPON REASONABLE NOTICE TO EXAMINE SUCH BOOKS, RECORDS AND
ACCOUNTS RELATING TO THE PROPERTY AT THE OFFICE OF MANAGER OR OTHER PERSON
MAINTAINING THEM, AND
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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 PREPARED 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 TEN PERCENT (10%) OF THE
RENTABLE SPACE