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<br />(a) The Grantor is the owner of a fee simple interest in the Land and the
<br />Improvements and the owner of the remainder of the Property free and clear of any lien, security interest,
<br />charge or encumbrance, except for the lien and charge of this Mortgage and the Permitted Encumbrances
<br />and will warrant and defend title to the Property against all claims and demands (subject to the Permitted
<br />Encumbrances).
<br />(b) The Grantor has good, right and lawful authority to encumber the Property with
<br />and grant the lien and charge created by this Mortgage, and the execution, delivery and performance by
<br />the Grantor of this Mortgage have been duly authorized by all necessary parties and do not and will not (i)
<br />violate the partnership agreement, operating agreement, articles of incorporation, certificate of
<br />incorporation, certificate or articles of organization, charter or by-laws or other organizational documents
<br />of the Grantor or any direct or indirect constituent partner of the Grantor or any provision of any law, rule
<br />or regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having
<br />applicability to the Grantor, or (ii) result in a breach of or constitute a default under any material
<br />indenture or loan or credit agreement or any other material agreement, lease or instrument to which the
<br />Grantor is a party or by which the Grantor or its properties may be bound or affected. The Grantor will
<br />warrant and defend its title to the Property against claims of all persons and entities whomsoever (other
<br />than Permitted Encumbrances), and the Grantor will maintain and preserve the lien and charge of this
<br />Mortgage so long as any of the Secured Obligations is outstanding.
<br />(c) No authorization, approval or other action by, and no notice to or filing with, any
<br />governmental authority or regulatory body, other than the recordation of this Mortgage in the official
<br />records of the city, town or county in which the Property is located, is required (i) for the grant by the
<br />Grantor of the lien created hereby or for the execution, delivery and performance by the Grantor of this
<br />Mortgage, or (ii) for the perfection of the security interests granted hereunder or the exercise by the
<br />Beneficiary of the rights and remedies conferred hereunder (except as may be required by the express
<br />terms of this Mortgage).
<br />Section 1.19. Other Instruments. The Grantor shall punctually pay all amounts due and
<br />payable under, and shall promptly and faithfully perform or observe each and every other obligation or
<br />condition to be performed or observed under the Funding Loan Documents, each mortgage, deed to
<br />secure debt, deed of trust, security agreement or other lien or security interest, or encumbrance, lease,
<br />sublease, declaration, covenant, condition, restriction, license, order or other instrument or agreement
<br />which affects the Property, in law or in equity.
<br />Section 1.20. Further Acts. The Grantor shall do and perform all acts necessary to keep valid
<br />and effective the charges and lien hereof and to carry into effect its objectives and purposes, in order to
<br />protect the Beneficiary. Promptly upon written request, from time to time, of the Beneficiary or the
<br />Controlling Person and at the Grantor’s expense, the Grantor shall execute, acknowledge and deliver to
<br />the Beneficiary such other and further instruments and do such other acts as in the opinion of the
<br />Beneficiary or the Controlling Person may be necessary or appropriate to (a) grant to the Beneficiary the
<br />priority perfected lien and security interest in respect of the Property to secure all of the Secured
<br />Obligations, (b) grant to the Beneficiary, to the fullest extent permitted by applicable law, the right to
<br />foreclose on the Property judicially or nonjudicially or to exercise the power of sale, (c) correct any
<br />defect, error or omission which may be discovered in the contents of this Mortgage (including all exhibits
<br />and/or schedules hereto) or any of the other Funding Loan Documents, (d) identify more fully and subject
<br />to the liens, encumbrances and security interests and assignments created hereby and properly intended by
<br />the terms hereof to be covered hereby (including any renewals, additions, substitutions, replacements or
<br />appurtenances to the Property), (e) assure the intended priority of this Mortgage and of such liens,
<br />encumbrances, security interests and assignments, and (f) otherwise effect the intent of this Mortgage.
<br />Without limiting the generality of the foregoing, the Grantor, upon the Beneficiary’s or the Controlling
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