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200102665
<br />Lender at Lender's reasonable option may make such appearances, disburse such sums and take such
<br />action as Lender deems necessary, in its reasonable discretion, to protect Lender's interest, including,
<br />but not limited to, (i) disbursement of reasonable attorney's fees, (ii) entry upon the Property to make
<br />repairs, (iii) procurement of satisfactory insurance as provided in paragraph 5 hereof.
<br />Any amounts disbursed by Lender pursuant to this paragraph 8, with interest thereon, shall
<br />become additional indebtedness of Borrower secured by this Instrument. Unless Borrower and
<br />Lender agree to other terms of payment, such amounts shall be immediately due and payable and shall
<br />bear interest from the date of disbursement at the rate stated in the Note unless collection from
<br />Borrower of interest at such rate would be contrary to applicable law, in which event such amounts
<br />shall bear interest at the highest rate which may be collected from Borrower under applicable law
<br />Borrower hereby covenants and agrees that Lender shall be subrogated to the lien of any mortgage
<br />or other lien discharged, in whole or in part, by the indebtedness secured hereby. Nothing contained
<br />in this paragraph 8 shall require Lender to incur any expense or take any action hereunder.
<br />9. INSPECTION. Lender may make or cause to he made reasonable entries upon and
<br />inspections of the Property.
<br />10. BOOKS AND RECORDS. Borrower shall keep and maintain at all times at
<br />Borrower's principal place of business, or such other place as Lender may approve in writing such
<br />approval not to be unreasonably withheld or delayed, complete and accurate books of accounts and
<br />records adequate to reflect correctly the results of the operation of the Property and copies of all
<br />written contracts, leases and other instruments which affect the Property. Such books, records,
<br />contracts, leases and other instruments shall be subject to examination and inspection at any
<br />reasonable time by Lender. Borrower shall furnish to Lender, within one hundred and twenty (120)
<br />days after the end of each calendar year during the term of the Loan, certified financial statements
<br />prepared in accordance with Generally Accepted Accounting Principles on the Borrower and Robert
<br />Allen (the "Responsible Party ") and the operations of the Property, including a current, dated rent
<br />roll, certified to be true and accurate as of that date.
<br />11. CONDEMNATION. Borrower shall promptly notify Lender of any action or
<br />proceeding relating to any condemnation or other taking, whether direct or indirect, of the Property,
<br />or part thereof, and Borrower shall appear in and prosecute any such action or proceeding. Lender
<br />shall have the right to approve Borrower's attorney and any compromise of Borrower's claim in an
<br />condemnation proceeding which approval shall not be unreasonably withheld or delayed. The
<br />proceeds of any award, payment or claim for damages, direct or consequential, in connection with
<br />any condemnation or other taking, whether direct or indirect, of the Property, or part thereof, or for
<br />conveyances in lieu of condemnation, are hereby assigned to and subject to provisions ofthe tenant's
<br />lease, shall be paid to Lender without payment of a prepayment premium. Borrower authorizes
<br />Lender to apply such awards, payments, proceeds or damages, after the deduction of Lender's
<br />expenses incurred in the collection of such amounts, at Lender's option, to restoration or repair of
<br />the Property or to payment of the sums secured by this Instrument, whether or not then due, in the
<br />order of application set forth in paragraph 3 hereof, with the balance, if any, to Borrower. Unless
<br />Borrower and Lender otherwise agree in writing, any application of proceeds to principal shall not
<br />extend or postpone the due date of the monthly installments referred to in paragraphs 1 and 2 hereof
<br />or change the amount of such installments. Borrower agrees to execute such further evidence of
<br />1048094.1 9
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