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<br />Mortgage, Assignment of Rents,
<br />Security Agreement and Fixture Filing
<br />Page 14
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<br />(hereinafter individually referred to as a “Lien” and collectively referred to as “Liens”). Borrower
<br />will not incur any other indebtedness, secured or unsecured, other than (i) customary unsecured
<br />trade payables incurred in the ordinary course of owning and operating the Premises, and (ii) any
<br />additional indebtedness approved in advance by Governmental Lender, the security for which is
<br />subordinate to Governmental Lender’s interest in the Premises pursuant to a subordination
<br />agreement and any other documentation required by Governmental Lender, in its sole discretion.
<br />Borrower will pay when due all such permitted indebtedness, and upon request will exhibit to
<br />Governmental Lender satisfactory evidence of such payment.
<br />1.12 Due On Sale Or Mortgaging, Etc. In the event that without the written consent of
<br />Governmental Lender being first obtained: (1) Borrower sells, conveys, transfers, further
<br />encumbers, changes the form of ownership, or disposes of the Premises, or any part thereof, or any
<br />interest therein, or agrees so to do, other than residential leases and dispositions of personal
<br />property in the ordinary course of Borrower’s business; (2) any membership interest in the
<br />Borrower is sold, conveyed, transferred, pledged or encumbered or there is an agreement so to do
<br />other than to or in favor of the Governmental Lender; or (3) any partnership interest in the sole
<br />member of Borrower is sold, conveyed, transferred, pledged or encumbered or there is an
<br />agreement so to do other than to or in favor of Governmental Lender, except for a Permitted
<br />Transfer, as defined in the Construction Continuing Covenant Agreement; or (4) any ownership
<br />interest in any partner of Borrower’s sole member is sold, conveyed, transferred, pledged or
<br />encumbered or there an agreement to do so, except for a Permitted Transfer, as defined in the
<br />Construction Continuing Covenant Agreement; whether any such event described in (1), (2), (3),
<br />or (4) above is voluntary, involuntary or by operation of law, then at Governmental Lender’s sole
<br />option, Governmental Lender may declare the Indebtedness immediately due and payable in full
<br />and call for payment of the same at once, together with any fees due under the Financing
<br />Documents.
<br />1.13 Construction Mortgage; Funding Loan Agreement. This Security Instrument secures an
<br />obligation incurred for the rehabilitation or construction of an improvement on land and is a
<br />“Construction Mortgage” as that term is used in the Code. This Security Instrument is the Security
<br />Instrument referred to in, and is given as security for the due and punctual performance, observance
<br />and payment by Borrower of the terms and conditions set forth in, the Financing Documents, the
<br />terms and conditions of which are incorporated herein by reference. In addition to its remedies
<br />hereunder during the continuance of an Event of Default, Governmental Lender may, but shall not
<br />be required to, avail itself of any or all of the rights and remedies available to it under the Funding
<br />Loan Agreement, and any sums expended by Governmental Lender in availing itself of such rights
<br />and remedies shall bear interest thereon at the Interest Rate and shall be so much additional
<br />Indebtedness , and shall be payable to Governmental Lender immediately upon demand; provided,
<br />however, no such payment by Governmental Lender shall be considered as waiving any such Event
<br />of Default.
<br />2.
<br />INSURANCE AND ESCROWS
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