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200411176
<br />applicable zoning ordinances, (iii) file any subdivision or parcel map affecting the Property, or
<br />(iv) amend, modify or consent to any easement or covenants, conditions and restrictions
<br />pertaining to the Property.
<br />8. PROTECTION OF LENDER'S SECURITY. If Borrower fails to perform
<br />any of the covenants and agreements contained in this Instrument, or if any action or proceeding
<br />is commenced which affects the Property or title thereto or the interest of Lender therein,
<br />including, but not limited to, eminent domain, insolvency, code enforcement, or arrangements or
<br />proceedings involving a bankrupt or decedent, then Lender at Lender's option may make such
<br />appearances, disburse such sums and take such action as Lender deems necessary, in its sole
<br />discretion, to protect Lender's interest, including, but not limited to, (i) disbursement of
<br />attorneys' fees, (ii) entry upon the Property to make repairs, (iii) procurement of satisfactory
<br />insurance as provided in Section 5 hereof, and (iv) if this Instrument is on a leasehold, exercise
<br />of any option to renew or extend the Ground Lease on behalf of Borrower and the curing of any
<br />default of Borrower in the terms and conditions of the Ground Lease.
<br />Any amounts disbursed by Lender pursuant to this Section 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
<br />shall bear interest from the date of disbursement at the Default Rate (as defined in the Note).
<br />Borrower hereby covenants and agrees that Lender shall be subrogated to the lien of any
<br />mortgage or other lien discharged, in whole or in part, by the Indebtedness. Nothing contained
<br />in this Section 8 shall require Lender to incur any expense or take any action hereunder.
<br />9. INSPECTION. Lender may make or cause to be made reasonable entries
<br />upon the Property to inspect the interior and exterior thereof. Except in case of emergency, such
<br />inspection shall be with reasonable prior notice and shall in any case be with due regard to rights
<br />of tenants.
<br />10. FINANCIAL DATA. Borrower will furnish to Lender, and will cause
<br />Borrower's general partner and any guarantor of the Indebtedness to furnish to Lender on
<br />request, within ninety (90) days after the close of its fiscal year (i) annual balance sheet and
<br />profit and loss statements prepared in accordance with generally accepted accounting principles
<br />and practices consistently applied and, if and Event of Default has occurred and Lender so
<br />requires, accompanied by the annual audit report of an independent certified public accountant
<br />reasonably acceptable to Lender, (ii) an annual operating statement, together with a complete
<br />rent roll and other supporting data reflecting all material information with respect to the
<br />operation of the Property and Improvements, and (iii) all other annual financial information and
<br />reports that Lender may from time to time reasonably request, including, if Lender so requires,
<br />income tax returns of Borrower.
<br />11. CONDEMNATION. If the Property, or any part thereof, shall be
<br />condemned for any reason, including without limitation fire or earthquake damage, or otherwise
<br />taken for public or quasi - public use under the power of eminent domain, or be transferred in lieu
<br />thereof, all damages or other amounts awarded for the taking of, or injury to, the Property shall
<br />be paid to Lender who shall have the right, in its sole and absolute discretion, to apply the
<br />amounts so received against (a) the costs and expenses of Lender or Trustee, including attorneys'
<br />9
<br />01- 288814.04
<br />Grand Island, NE
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