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<br />200605846
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<br />10. BOOKS AND RECORDS. Borrower shall keep and maintain at all times at Borrower's
<br />address stated herein, or such other place as Lender may approve in writing, complete and accurate books
<br />of account and records, in accordance with generally accepted accounting principles, consistently applied,
<br />adequate to reflect correctly the results of the operation of the Real Property, and copies of all written
<br />contracts, budgets, change orders, leases and other instruments shall be subject to examination and
<br />inspection at any reasonable time by Lender. Within fifteen (15) days after Lender's request, Borrower
<br />shall furnish to Lender a balance sheet, a statement of income and expenses of the Real Property and a
<br />statement of changes in financial position, each in reasonable detail and certified by Borrower and, if
<br />Lender shall require (but not more than once each calendar year), by an independent certified public
<br />accountant. Borrower shall furnish, within three (3) days from Lender's request, a rent schedule for the
<br />Real Property, certified by Borrower, showing the name of each tenant and, for each tenant, the space
<br />occupied, the lease expiration date, the rent payable and the rent paid. In addition to the foregoing,
<br />Borrower shall furnish to Lender, upon Lender's request, a statement of income and expenses with
<br />respect to the Real Property for the prior fiscal year, a current rent roll, current operating and financial
<br />statements of Borrower and each guarantor and Borrower's and each guarantor's most recent federal tax
<br />return, all certified as true and correct. All financial statements and other documents or records pursuant
<br />to this paragraph shall be provided at Borrower's sole expense.
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<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 or whether by eminent
<br />domain or otherwise, of the Real Property, or part thereof, and Borrower shall appear in and prosecute
<br />any such action or proceeding unless otherwise directed by Lender in writing. Borrower authorizes
<br />Lender, at Lender's option, as attorney-in-fact for Borrower, to commence, appear in and prosecute in
<br />Lender's or Borrower's name, any action or proceeding relating to any such condemnation or other taking
<br />of the Real Property, and to settle or compromise any claim in connection with such condemnation or
<br />other taking. The proceeds of any award, payment or claim for damages, direct or consequential, in
<br />connection with any such condemnation or other taking of the Real Property, or part thereof, or for
<br />conveyances in lieu of condemnation, are hereby assigned to and shall be paid to Lender.
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<br />Borrower authorizes Lender to apply such awards, payments, proceeds or damages, after the
<br />deduction of Lender's expenses incurred in the collection of such amounts, at Lender's option, to
<br />restoration or repair of the Real Property or to payment of the sums secured by this Instrument, whether
<br />or not then due, in the order of application set forth in Paragraph 3 hereof, with the balance, if any, to
<br />Borrower. Unless Borrower and Lender otherwise agree in writing, any application of proceeds to
<br />principal shall not extend or postpone the due date of the monthly installments referred to in Paragraphs 1
<br />and 2 hereof but shall only change the amount of such installments. Borrower agrees to execute such
<br />further evidence of assignment of any awards, proceeds, damages or claims arising in connection with
<br />such condemnation or taking as Lender may require.
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<br />12. BORROWER AND LIEN NOT RELEASED. From time to time, Lender may, at
<br />Lender's option, without giving notice to or obtaining the consent of Borrower, Borrower's successors or
<br />assi,!,1J1s or of any junior lienholder or guarantors, without liability on Lender's part and notwithstanding
<br />(a) Borrower's breach of any covenant or agreement of Borrower in this Instrument or (b) the occurrence
<br />of an Event of Default (as such term is defined in the Revolving Loan Agreement), extend the time for
<br />payment of said indebtedness or any part thereof, reduce the payments thereon, release any other persons
<br />secondarily or otherwise liable on any of said indebtedness, accept a renewal note or notes therefore,
<br />modify the terms and time of payment of said indebtedness, release from the lien of this Instrument any
<br />part of the Real Property, take or release other or additional security, reconvey any part of the Real
<br />Property, consent to any map or plan of the Real Property, consent to the granting of any easement, join in
<br />any extension or subordination agreement or agree in writing with Borrower to modify the rate of interest
<br />or period of amortization under the Revolving Loan Agreement or change the amount of the monthly
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