COMPLETE COPY OF
BORROWER'S UNAUDITED FINANCIAL STATEMENT IN ACCORDANCE WITH GAAP CONSISTENTLY
APPLIED (WHICH MAY BE PREPARED INTERNALLY) COVERING BORROWER'S FINANCIAL
POSITION AND RESULTS OF OPERATIONS, FOR SUCH FISCAL YEAR AND CONTAINING A
STATEMENT OF REVENUES AND EXPENSES, A STATEMENT OF ASSETS AND LIABILITIES AND A
STATEMENT OF BORROWER'S EQUITY, ALL OF WHICH SHALL BE IN FORM AND SUBSTANCE
REASONABLY ACCEPTABLE TO AGENT. AGENT SHALL HAVE THE RIGHT FROM TIME TO TIME TO
REVIEW AND CONSULT WITH RESPECT TO THE ACCOUNTING PROCEDURES USED IN THE
PREPARATION OF SUCH ANNUAL FINANCIAL STATEMENTS. TOGETHER WITH BORROWER'S ANNUAL
FINANCIAL STATEMENTS, BORROWER SHALL FURNISH TO AGENT AN OFFICER'S CERTIFICATE
CERTIFYING AS OF THE DATE THEREOF (X) THAT THE ANNUAL FINANCIAL STATEMENTS
PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE RESULTS OF OPERATIONS AND FINANCIAL
CONDITION OF BORROWER ALL IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED, AND
(Y) WHETHER THERE EXISTS AN EVENT OF DEFAULT OR DEFAULT, AND IF SUCH EVENT OF
DEFAULT OR DEFAULT EXISTS, THE NATURE THEREOF, THE PERIOD OF TIME IT HAS EXISTED
AND THE ACTION THEN BEING TAKEN TO REMEDY SAME.
(III)
BORROWER SHALL FURNISH TO AGENT, WITHIN SIXTY (60) DAYS FOLLOWING
THE END OF EACH FISCAL YEAR QUARTER A TRUE, COMPLETE AND CORRECT QUARTERLY
UNAUDITED FINANCIAL STATEMENT PREPARED IN ACCORDANCE WITH GAAP WITH RESPECT TO
BORROWER FOR THE PORTION OF THE FISCAL YEAR THEN ENDED.
(IV)
BORROWER SHALL FURNISH TO AGENT, WITHIN THIRTY (30) BUSINESS DAYS
AFTER REQUEST, SUCH FURTHER INFORMATION WITH RESPECT TO THE OPERATION OF THE
PROPERTY AND THE FINANCIAL AFFAIRS OF BORROWER AS MAY BE REASONABLY REQUESTED BY
AGENT, INCLUDING ALL BUSINESS PLANS PREPARED FOR BORROWER.
(V)
BORROWER SHALL FURNISH TO AGENT, WITHIN THIRTY (30) BUSINESS DAYS
AFTER REQUEST, SUCH FURTHER INFORMATION REGARDING ANY PLAN OR MULTIEMPLOYER PLAN
AND ANY REPORTS OR OTHER INFORMATION REQUIRED TO BE FILED UNDER ERISA AS MAY BE
REASONABLY REQUESTED BY AGENT IN WRITING.
(VI)
AT LEAST THIRTY (30) DAYS PRIOR TO THE END OF EACH OF BORROWER'S
FISCAL YEARS, BORROWER SHALL SUBMIT OR CAUSE TO BE SUBMITTED TO AGENT FOR ITS
APPROVAL, SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD OR DELAYED, AN OPERATING
BUDGET FOR PROPERTY EXPENSES, CAPITAL IMPROVEMENT COSTS, LEASING COMMISSIONS, TI
COSTS AND REPLACEMENT RESERVE COSTS FOR THE NEXT FISCAL YEAR FOR THE PROPERTY.
UNTIL SO APPROVED BY
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AGENT FOR THE SUBSEQUENT FISCAL YEAR, THE OPERATING BUDGET APPROVED BY AGENT FOR
THE PRECEDING FISCAL YEAR SHALL REMAIN IN EFFECT FOR PURPOSES OF SECTION 3.12;
PROVIDED, THAT FOR SO LONG AS SUCH PRIOR OPERATING BUDGET REMAINS IN EFFECT,
AMOUNTS SET FORTH IN THE PRIOR OPERATING BUDGET WITH RESPECT TO PROPERTY
EXPENSES, TI COSTS AND LEASING COMMISSIONS SHALL BE DEEMED INCREASED ON A
PERCENTAGE BASIS BY AN AMOUNT EQUAL TO THE GREATER OF (X) ACTUAL INCREASES THEN
KNOWN TO BORROWER AND (Y) THE INCREASE IN THE CONSUMER PRICE INDEX (EXPRESSED AS
A PERCENTAGE) AS MEASURED OVER THE CALENDAR YEAR THAT THE PRIOR OPERATING BUDGET
WAS IN EFFECT.
(VII)
NO LATER THAN THIRTY (30) DAYS FOLLOWING THE END OF EACH CALENDAR
QUARTER,