SHALL CONTAIN
STATEMENTS OF PROFIT AND LOSS FOR EACH BORROWER AND ITS INDIVIDUAL PROPERTY, AND
A BALANCE SHEET FOR EACH BORROWER.
SUCH STATEMENTS SHALL SET FORTH THE
FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS FOR EACH OF THE INDIVIDUAL
PROPERTIES FOR SUCH FISCAL YEAR, AND SHALL INCLUDE, BUT NOT BE LIMITED TO,
AMOUNTS REPRESENTING ANNUAL NET CASH FLOW, NET OPERATING INCOME, GROSS INCOME
FROM OPERATIONS AND OPERATING EXPENSES.
BORROWER'S ANNUAL FINANCIAL STATEMENTS
SHALL BE ACCOMPANIED BY (I) A COMPARISON OF THE BUDGETED INCOME AND EXPENSES AND
THE ACTUAL INCOME AND EXPENSES FOR THE PRIOR FISCAL YEAR, (II) A CERTIFICATE
EXECUTED BY THE CHIEF FINANCIAL OFFICER OF BORROWER, SOLE MEMBER OR GUARANTOR,
AS APPLICABLE, STATING THAT EACH SUCH ANNUAL FINANCIAL STATEMENT PRESENTS FAIRLY
THE FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS OF BORROWER AND EACH
INDIVIDUAL PROPERTY BEING REPORTED UPON AND HAS BEEN PREPARED IN ACCORDANCE WITH
THE UNIFORM SYSTEM OF ACCOUNTS AND GAAP (OR OTHER ACCOUNTING PRINCIPLES
REASONABLY ACCEPTABLE TO LENDER, CONSISTENTLY APPLIED), (III) AN UNQUALIFIED
OPINION OF AN ACCOUNTING FIRM OR OTHER INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
REASONABLY ACCEPTABLE TO LENDER, (IV) A CERTIFIED RENT ROLL CONTAINING CURRENT
RENT, LEASE EXPIRATION DATES AND THE SQUARE FOOTAGE OCCUPIED BY EACH TENANT, IF
ANY; (V) A SCHEDULE AUDITED BY SUCH INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
RECONCILING NET OPERATING INCOME TO NET CASH FLOW (THE "NET CASH FLOW
SCHEDULE"), WHICH SHALL ITEMIZE ALL ADJUSTMENTS MADE TO NET OPERATING INCOME TO
ARRIVE AT NET CASH FLOW DEEMED MATERIAL BY SUCH INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANT; AND (VI) OCCUPANCY STATISTICS FOR THE PROPERTIES ON A COMBINED BASIS
AS WELL AS FOR EACH INDIVIDUAL PROPERTY.
TOGETHER WITH BORROWER'S ANNUAL
FINANCIAL STATEMENTS, BORROWER SHALL FURNISH TO LENDER AN OFFICER'S CERTIFICATE
CERTIFYING AS OF THE DATE THEREOF WHETHER THERE EXISTS AN EVENT OR CIRCUMSTANCE
WHICH CONSTITUTES A DEFAULT OR EVENT OF DEFAULT UNDER THE LOAN DOCUMENTS
EXECUTED AND DELIVERED BY, OR APPLICABLE TO, BORROWER, AND IF SUCH DEFAULT OR
EVENT OF DEFAULT EXISTS, THE NATURE THEREOF, THE PERIOD OF TIME IT HAS EXISTED
AND THE ACTION THEN BEING TAKEN TO REMEDY THE SAME.
Notwithstanding anything in this subsection (b) to the contrary, provided that
the Aggregate Debt Service Coverage Ratio based on the preceding twelve (12)
month period as determined by Lender in January of each Fiscal Year is greater
than or equal to 1.65 to 1.0, Borrower shall not be required to provided audited
financial statements with respect to any Borrower or Individual Property, but in
lieu thereof, such financial statements shall be certified by the chief
financial officer of Borrower as being true, correct, accurate, and complete and
fairly
62
presenting the financial condition and results of the operations of such
Borrower and such Individual Property.
(C)
BORROWER WILL FURNISH, OR CAUSE TO BE FURNISHED, TO LENDER ON OR
BEFORE FORTY FIVE (45) DAYS AFTER THE END OF EACH CALENDAR QUARTER THE FOLLOWING
ITEMS, ACCOMPANIED BY A CERTIFICATE OF THE CHIEF FINANCIAL OFFICER OF BORROWER,
SOLE MEMBER OR GUARANTOR, AS APPLICABLE, STATING THAT SUCH ITEMS ARE TRUE,