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<br />provided, however, that the failure to provide such notice shall not in any way affect the Grantor’s
<br />obligation to reimburse the Beneficiary or the Controlling Person in accordance with this Section nor
<br />shall either the Beneficiary or the Controlling Person incur any liability to the Grantor as a result of such
<br />failure. In connection therewith (without limiting its general powers, whether conferred herein, in any
<br />other of the Funding Loan Documents, or by law), the Beneficiary acting at the direction of the
<br />Controlling Person shall have and is hereby given the right, but not the obligation, at any time after the
<br />occurrence of an Event of Default (i) to enter upon the Premises and take possession of the Property; (ii)
<br />to make additions, alterations, repairs and improvements to the Property which it may consider necessary
<br />or proper to keep the Premises in good condition and repair; (iii) to appear and participate in any action or
<br />proceeding affecting or which may affect the security of this Mortgage or the rights or powers of the
<br />Beneficiary; (iv) to pay, purchase, contest or compromise any encumbrance, claim, charge, lien or debt
<br />which in its judgment may affect the security of this Mortgage or be prior or superior hereto; and (v) in
<br />exercising such powers, to pay necessary expenses, including reasonable attorneys’ fees and costs or other
<br />necessary or desirable consultants. The Grantor shall, immediately upon demand therefor by the
<br />Beneficiary, pay to the Beneficiary or the Controlling Person an amount equal to all of their respective
<br />costs and expenses incurred in connection with the exercise by the Beneficiary of the foregoing rights,
<br />including costs of evidence of title, court costs, appraisals, surveys and receiver’s, trustee’s, and
<br />attorneys’ fees, together with interest thereon from the date of such expenditures to the date of payment at
<br />the Default Rate.
<br />Section 1.12. Transfer of Property by the Grantor. The Grantor agrees that, except for
<br />Permitted Transfers, and except for the making of residential leases, the Grantor shall not transfer the
<br />Property or any portion thereof or interest therein without the prior written consent of the Controlling
<br />Person. In the event of any transfer of the Property or any portion thereof or interest therein (other than
<br />Permitted Transfers or as expressly permitted hereunder or under the Funding Loan Documents, or with
<br />the prior written consent of the Controlling Person), the Beneficiary shall have the absolute right at the
<br />option of the Controlling Person, without prior demand or notice, to declare all of the Secured Obligations
<br />for which the Grantor is then liable to be immediately due and payable. Consent to one such transfer shall
<br />not be deemed to be a waiver of the Controlling Person’s right to require consent to future or successive
<br />transfers. With respect to any transfer that requires the consent of Controlling Person, the Controlling
<br />Person may grant or deny such consent in its sole and absolute discretion, and may charge a fee in
<br />connection with such request for consent. If consent is given, and if this Mortgage is not released to the
<br />extent of the transferred portion of the Property by a writing executed by the Beneficiary and recorded in
<br />the proper city, town, or county records, then any such transfer shall be subject to this Mortgage, and any
<br />such transferee shall, by accepting such transfer, assume all obligations hereunder and agree to be bound
<br />by all provisions contained herein. Such assumption shall not, however, release the Grantor or any maker
<br />or guarantor of any of the Secured Obligations from any liability hereunder or thereunder prior to the date
<br />of such transfer without the prior written consent of the Controlling Person. The covenants co ntained in
<br />this Section shall run with the Land and shall remain in full force and effect until all of the Secured
<br />Obligations are fully paid and fully performed. The Beneficiary may, without notice to the Grantor, deal
<br />with any transferees with reference to the Secured Obligations in the same manner as the Grantor, without
<br />in any way altering or discharging the Grantor’s liability with respect thereto.
<br />Section 1.13. Full Performance Required; Survival of Warranties. All obligations,
<br />representations, warranties and covenants of the Grantor contained in any Funding Loan Document shall
<br />survive the execution and delivery of this Mortgage and shall remain continuing obligations, warranties,
<br />representations and covenants of the Grantor so long as any portion of the Secured Obligations remains
<br />outstanding, and the Grantor shall fully and faithfully satisfy and perform all such obligations,
<br />representations, warranties and covenants.
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