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200003557 <br />(i) within thirty (30) days afterthe end of each fiscal quarter, quarterly certified rent rolls <br />signed and dated by Borrower, detailing the names of all tenants of the Improvements, the portion of <br />Improvements occupied by each tenant, the base rent and any other charges payable under each Lease, <br />security deposits and the term of each Lease, including the expiration date, the extent to which any tenant <br />is in default under any Lease which is not a residential lease, and any other information as is reasonably <br />required by Lender; <br />(ii) within thirty (30) days after the close of each fiscal quarter, a quarterly operating <br />statement of the Property detailing the total revenues received, total expenses incurred, total cost of all <br />capital improvements, total debt service and total cash flow, together with a balance sheet for such quarter, <br />to be prepared by Borrower in the form required by Lender and, if available, any quarterly operating <br />statement and /or balance sheet prepared by an independent certified public accountant; <br />(iii) within ninety (90) days after the close of each fiscal year of Borrower and of each <br />of the Guarantors and Indemnitors, as applicable, an annual balance sheet and profit and loss statement <br />of Borrower, and of each of the Guarantors and Indemnitors, in the form required by Lender, prepared and <br />certified by the respective Borrower, Guarantor and /or Indemnitor, as applicable; <br />(iv) within ninety (90) days after the close of each fiscal year, a certified rent roll <br />consistent with the quarterly certified rent rolls described above; <br />(v) at least thirty (30) days prior to the start of each calendar year, an annual operating <br />budget presented on a quarterly basis consistent with the quarterly operating statement described above <br />for the Property, including cash flow projections for the upcoming year, and all proposed capital <br />replacements and improvements; <br />(vi) within thirty (30) days after the end of each month beginning with the month three <br />(3) months prior to the Optional Prepayment Date, a monthly operating statement setting forth the items <br />described in subsection 3.13(b) above for such month; and <br />(vii) in a timely manner, such other financial statements, including monthly operating <br />statements and rent rolls, as Lender may reasonably request. <br />All reports or documentation required under this Section to be provided to Lender shall be certified as true, <br />complete and accurate by Borrower. <br />(b) Lender and its agents shall have the right upon prior written notice to Borrower (notice to <br />be given unless an Event of Default has occurred and is then continuing) to examine the records, books and <br />other papers which reflect upon Borrower's financial condition or pertain to the income, expense and <br />management of the Property. Lender and its agents shall have the right to make copies and abstracts from <br />such materials. Borrower shall furnish to Lender and its agents convenient facilities at the Real Property <br />for the examination and audit of any such books and records at all reasonable times. <br />Section 3.14 Inspections and Right of Entry. Lender may make or cause to be made reasonable <br />entries upon the Property and inspections of the Property, including but not limited to, environmental testing <br />and sampling. In making such entry and inspection, Lender agrees to use reasonable efforts to minimize <br />disturbance to Borrower's use of the Property. Unless an emergency exists or an Event of Default has <br />occurred and is then continuing, Lender will provide reasonable notice to Borrower prior to its planned entry <br />or inspection. <br />Section 3.15 Payment for Labor and Materials. Borrower will promptly pay when due all bills and <br />costs for labor, materials, and specifically fabricated materials incurred in connection with the Property and <br />never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or <br />ATLANTA4181845.4 <br />GMACCM (SLP) — DOT (8/98) 15 Grand Isle, Nebraska <br />