HAS BEEN PLEDGED TO
THE ADMINISTRATIVE AGENT FOR THE RATABLE BENEFIT OF THE LENDERS AND BORROWER HAS
TAKEN ALL SUCH FURTHER ACTIONS AS THE ADMINISTRATIVE AGENT HAS REQUESTED IN
ORDER TO EFFECT AND PERFECT SUCH PLEDGE AND (V) SHOWING THE CALCULATIONS WHICH
DEMONSTRATE COMPLIANCE WITH THE SUB-LIMITS.
(C)
UPDATED SCHEDULES.
CONCURRENTLY WITH OR
PRIOR TO THE DELIVERY OF THE FINANCIAL STATEMENTS REFERRED TO IN SECTIONS
5.1(A) AND 5.1(B) ABOVE, AN UPDATED COPY OF SCHEDULE 3.3 AND SCHEDULE
79
3.12 (DEPICTING AND DELINEATING ALL OF SUCH CREDIT PARTY'S CONSOLIDATED AND
NON-CONSOLIDATED SUBSIDIARIES).
(D)
CALCULATIONS.
AT SUCH TIME AS THE
ADMINISTRATIVE AGENT SHALL REQUEST AND, IN ANY EVENT, WITHIN FIVE (5) BUSINESS
DAYS OF THE END OF EACH CALENDAR MONTH, A COMPLIANCE CERTIFICATE REGARDING
COMPLIANCE WITH THE AVAILABILITY AND THE CALCULATIONS THEREOF AND/OR ANY UPDATE
THAT THE ADMINISTRATIVE AGENT MAY REQUEST WITH RESPECT TO THE COMPLIANCE
CERTIFICATE.
(E)
PROJECTIONS.
AS SOON AS AVAILABLE, BUT IN
ANY EVENT NOT LATER THAN NINETY (90) DAYS AFTER THE END OF EACH FISCAL YEAR OF
EACH BORROWER, A COPY OF THE PROJECTIONS OF BORROWERS AND THE PARENT OF THE
OPERATING BUDGET AND CASH FLOW BUDGET OF THE BORROWERS AND THE PARENT FOR THE
SUCCEEDING FISCAL YEAR, SUCH PROJECTIONS TO BE ACCOMPANIED BY A CERTIFICATE OF A
RESPONSIBLE OFFICER CERTIFYING THAT SUCH PROJECTIONS HAVE BEEN PREPARED IN GOOD
FAITH BASED UPON REASONABLE ASSUMPTIONS.
(F)
ACCOUNTING REPORTS.
PROMPTLY UPON
RECEIPT THEREOF, COPIES OF ALL REPORTS SUBMITTED TO CREDIT PARTY BY INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS IN CONNECTION WITH EACH ANNUAL, INTERIM OR SPECIAL
AUDIT OF THE BOOKS AND RECORDS OF CREDIT PARTY MADE BY SUCH ACCOUNTANTS,
INCLUDING, WITHOUT LIMITATION, ANY MANAGEMENT LETTER COMMENTING ON CREDIT
PARTY'S INTERNAL CONTROLS SUBMITTED BY SUCH ACCOUNTANTS TO MANAGEMENT IN
CONNECTION WITH THEIR ANNUAL AUDIT.
(G)
MORTGAGED PROPERTY.
WITHIN THIRTY (30) DAYS
OF THE END OF EACH CALENDAR QUARTER, A QUARTERLY REPORT, WHICH REPORT SHALL
INCLUDE, AMONG OTHER ITEMS, (1) A SUMMARY OF CREDIT PARTY'S DELINQUENCY AND LOSS
EXPERIENCE WITH RESPECT TO MORTGAGED PROPERTY SERVICED BY ANY BORROWER, ANY
SERVICER OR ANY DESIGNEE OF EITHER, AND (2) OPERATING STATEMENTS AND THE
OCCUPANCY STATUS OF SUCH MORTGAGED PROPERTY AND OTHER PROPERTY LEVEL
INFORMATION, PLUS ANY SUCH ADDITIONAL REPORTS AS THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUEST WITH RESPECT TO ANY CREDIT PARTY'S OR ANY SERVICER'S
SERVICING PORTFOLIO OR PENDING ORIGINATIONS OF MORTGAGE ASSETS.
(H)
COLLATERAL.
WITH RESPECT TO THE COLLATERAL
AND ANY FUTURE COLLATERAL, ANY AND ALL DOCUMENTS, CERTIFICATES, AGREEMENTS,
INSTRUMENTS, REPORTS OR NOTICES RECEIVED BY OR AVAILABLE TO ANY CREDIT PARTY OR
ANY SUBSIDIARY OR AFFILIATE WITHIN THREE (3) BUSINESS DAYS OF THE RECEIPT OR
AVAILABILITY THEREOF.
(I)
FINANCIAL STATEMENTS AND REPORTS.
WITHIN FIFTEEN (15) DAYS AFTER THE SAME ARE SENT, COPIES OF ALL FINANCIAL
STATEMENTS AND REPORTS WHICH CREDIT PARTY SENDS TO ITS STOCKHOLDERS, AND WITHIN
FIFTEEN (15) DAYS AFTER THE SAME ARE FILED, COPIES OF ALL FINANCIAL STATEMENTS
AND REPORTS WHICH CREDIT PARTY MAY MAKE TO, OR FILE WITH, THE SECURITIES AND
EXCHANGE COMMISSION OR ANY SUCCESSOR OR ANALOGOUS GOVERNMENTAL AUTHORITY.
(J)