THE PROCESS DESCRIBED IN THIS SUBSECTION UNTIL LENDER
APPROVES THE ANNUAL BUDGET.
UNTIL SUCH TIME THAT LENDER APPROVES A PROPOSED
ANNUAL BUDGET, THE MOST RECENTLY APPROVED ANNUAL BUDGET SHALL APPLY; PROVIDED
THAT, SUCH APPROVED ANNUAL BUDGET SHALL BE ADJUSTED TO REFLECT ACTUAL INCREASES
IN REAL ESTATE TAXES, INSURANCE PREMIUMS AND UTILITIES EXPENSES.
NOTWITHSTANDING ANYTHING IN THIS SUBSECTION (D) TO
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THE CONTRARY, LENDER'S RIGHT TO APPROVE THE ANNUAL BUDGET SHALL BE SUBJECT TO
MANAGER'S RIGHT TO ESTABLISH THE BUDGET FOR AN INDIVIDUAL PROPERTY AND SHALL BE
LIMITED TO THE EXTENT OF BORROWER'S RIGHTS UNDER THE APPLICABLE MANAGEMENT
AGREEMENT TO REVIEW AND OBJECT TO THE BUDGET PREPARED BY MANAGER.
BORROWER
SHALL PROMPTLY DELIVER TO LENDER A COPY OF ANY BUDGET PREPARED OR PROPOSED BY
MANAGER, AND SHALL TIMELY PRESENT TO MANAGER ANY OBJECTION RAISED BY LENDER AND
OTHERWISE COOPERATE WITH LENDER IN EXERCISING ITS RIGHTS HEREUNDER.
(E)
BORROWER SHALL FURNISH TO LENDER, WITHIN TEN (10) BUSINESS DAYS
AFTER REQUEST (OR AS SOON THEREAFTER AS MAY BE REASONABLY POSSIBLE), SUCH
FURTHER DETAILED INFORMATION WITH RESPECT TO THE OPERATION OF THE PROPERTIES AND
THE FINANCIAL AFFAIRS OF BORROWER AS MAY BE REASONABLY REQUESTED BY LENDER.
(F)
IN THE EVENT THAT, BORROWER MUST INCUR AN EXTRAORDINARY OPERATING
EXPENSE OR CAPITAL EXPENSE NOT SET FORTH IN THE APPROVED ANNUAL BUDGET (EACH AN
"EXTRAORDINARY EXPENSE"), THEN BORROWER SHALL PROMPTLY DELIVER TO LENDER A
REASONABLY DETAILED EXPLANATION OF SUCH PROPOSED EXTRAORDINARY EXPENSE FOR
LENDER'S APPROVAL.
NOTWITHSTANDING THE FOREGOING, ANY EXTRAORDINARY EXPENSE
REQUIRED, IN WRITING, BY FRANCHISOR SHALL BE DEEMED APPROVED.
(G)
BORROWER WILL CAUSE GUARANTOR AND INDEMNITOR TO FURNISH TO LENDER
ANNUALLY, WITHIN ONE HUNDRED TWENTY (120) DAYS FOLLOWING THE END OF EACH FISCAL
YEAR OF EACH SUCH PARTY, FINANCIAL STATEMENTS AUDITED BY AN INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANT, WHICH SHALL INCLUDE AN ANNUAL BALANCE SHEET AND
PROFIT AND LOSS STATEMENT OF GUARANTOR AND INDEMNITOR, IN THE FORM REASONABLY
REQUIRED BY LENDER.
(H)
IF, AT THE TIME ONE OR MORE DISCLOSURE DOCUMENTS ARE BEING
PREPARED FOR A SECURITIZATION, LENDER EXPECTS THAT BORROWER ALONE OR BORROWER
AND ONE OR MORE AFFILIATES OF BORROWER COLLECTIVELY, OR THE PROPERTIES ALONE OR
THE PROPERTIES AND RELATED PROPERTIES COLLECTIVELY, WILL BE A SIGNIFICANT
OBLIGOR, BORROWER SHALL FURNISH (OR SHALL CAUSE FRANCHISOR OR MANAGER, AS
APPLICABLE, TO FURNISH) TO LENDER UPON REQUEST (I) THE SELECTED FINANCIAL DATA
OR, IF APPLICABLE, NET OPERATING INCOME, REQUIRED UNDER ITEM 1112(B)(1) OF
REGULATION AB, IF LENDER EXPECTS THAT THE PRINCIPAL AMOUNT OF THE LOAN TOGETHER
WITH ANY RELATED LOANS AS OF THE CUT-OFF DATE FOR SUCH SECURITIZATION MAY, OR IF
THE PRINCIPAL AMOUNT OF THE LOAN TOGETHER WITH ANY RELATED LOANS AS OF THE
CUT-OFF DATE FOR SUCH SECURITIZATION AND AT ANY TIME DURING WHICH THE LOAN AND
ANY RELATED LOANS ARE INCLUDED IN A SECURITIZATION DOES, EQUAL OR EXCEED TEN
PERCENT (10%) (BUT LESS THAN TWENTY PERCENT (20%)) OF THE AGGREGATE PRINCIPAL
AMOUNT OF ALL MORTGAGE LOANS INCLUDED OR EXPECTED TO BE INCLUDED, AS APPLICABLE,
IN THE SECURITIZATION OR (II) THE FINANCIAL STATEMENTS REQUIRED UNDER ITEM