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<br />constitute a default thereunder; (iv) neither the Property, any part thereof or interest therein, any of the tenants or
<br />occupants thereof, nor Borrower shall be affected in any material adverse way as a result of such proceeding; (v) non -
<br />compliance. with the Applicable Laws shall not impose civil or criminal liability on Borrower or Lender; and (vi)
<br />Borrower shal I have furnished to Lender all other items reasonably requested by Lender.
<br />Section 3.12. BOOKS AND RECORDS.
<br />(a) Borrower shall keep and maintain at all times at the Property or the management agent's offices,
<br />and upon Lender's request shall make available at the Property, complete and accurate books of account and records
<br />(including copies of supporting bills and invoices) adequate to reflect correctly the operation of the Property, and copies
<br />of all written contracts, Leases, and other instruments which affect the Property. Following a default by Borrower, the
<br />books, records, contracts, Leases and other instruments shall be subject to examination and inspection at any reasonable
<br />time by Lender.
<br />(b) Following a default by Borrower, Borrower shall furnish to Lender all of the following:
<br />(1) within ten (10) days following Lender's written request and thereafter annually within
<br />120 days after the end of each fiscal year of Borrower, a statement of income and expenses for Borrower's operation of
<br />the Property for that fiscal year, a statement of changes in financial position of Borrower relating to the Property for that
<br />fiscal year and, when requested by Lender, a balance sheet showing all assets and liabilities of Borrower relating to the
<br />Property as of the end of that fiscal year;
<br />(2) within ten (10) days following Lender's written request and thereafter annually within
<br />120 days after the end of each fiscal year of Borrower, and at any other time upon Lender's request, a rent schedule for the
<br />Property showing, the narne of each tenant, and for each tenant, the space occupied, the lease expiration date, the rent
<br />payable fur the current month, the date through which rent has been paid, and any related information requested by
<br />Lender;
<br />(3) within ten (10) days following Lender's written request and thereafter annually within
<br />120 days after the end of each fiscal year of Borrower, and at any other time upon Lender's request, an accounting of all
<br />security deposits held pursuant to all Leases, including the name of the institution (if any) and the names and
<br />identification numbers of the accounts (if any) in which such security deposits are held and the name of the person to
<br />contact at such financial institution, along with any authority or release necessary for Lender to access information
<br />regarding such accounts;
<br />(4) within ten (10) days following Lender's written request and thereafter annually within
<br />120 days after the end of each fiscal year of Borrower, and at any other time upon Lender's request, a statement that
<br />identifies all owners of any interest in Borrower and the interest held by each, if Borrower is a corporation, all officers
<br />and directors of Borrower, and if Borrower is a limited liability company, all managers who are not members;
<br />(5) within ten (10) days following Lender's written request and thereafter monthly a property
<br />management report for the Property, showing the number of inquiries made and rental applications received from tenants
<br />or prospective tenants and deposits received from tenants and any other information requested by Lender;
<br />(G) within ten (10) days following Lender's written request and thereafter monthly a balance
<br />sheet, a statement of income and expenses for Borrower and a statement of changes in financial position of Borrower for
<br />Borrower's most recent fiscal year; and
<br />(7) within ten (10) days following Lender's written request and thereafter monthly a
<br />statement of income and expense for the Property for the prior month or quarter.
<br />(c) Each of the statements, schedules and reports required hereunder shall be certified to be complete
<br />and accurate by an individual Curving authority to bind Borrower, and shall be in such form and contain such detail as
<br />Lender nuiy reasonably require; provided that Lender, in Lender's sole discretion, may require that any statements,
<br />schedules or reports be audited at Borrower's expense by independent certified public accountants acceptable to Lender.
<br />(d) If' Borrower fails to provide in a timely manner the statements, schedules and reports required
<br />hereunder, bender shall have the right to have Borrower's books and records audited, at Borrower's expense, by
<br />independem certified public accountants selected by Lender in order to obtain such statements, schedules and reports, and
<br />all related costs and expenses of bender shall become imm iately due a ayable and shall become an additional part of
<br />the Debt. / �
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