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9. Mortgagor shall, at Mortgagor's own expense, from time to time as requested by Lender, take
<br />such actions and execute and deliver to Lender all such instruments, supplements, further assurances and security
<br />or other agreements as may be required or requested by Lender in order to perfect and continue Lender's lien,
<br />pledge and security interest in the Property hereunder. Mortgagor hereby irrevocably appoints Lender as
<br />Mortgagor's agent and attorney -in -fact to sign all such instruments, supplements, further assurances and security
<br />and other agreements in the event that Mortgagor shall fail to do so upon request by Lender.
<br />10. Except as otherwise expressly permitted by the Note and this Mortgage, Mortgagor shall not
<br />directly or indirectly sell, convey, assign, transfer or otherwise dispose of fee title to the Project facilities or any
<br />part thereof or interest therein without the prior written consent of Lender, which consent shall not be
<br />unreasonably withheld. Mortgagor shall not directly or indirectly create or permit to remain, and will promptly
<br />discharge, any mortgage, lien, encumbrance or charge on, pledge of, security interest in or conditional sale or
<br />other title retention agreement with respect to the Property or any part thereof or the interest of Lender therein
<br />or any revenues, income or profit or other sums arising from the Property or any part thereof. Notwithstanding
<br />the foregoing, no consent by Lender shall be necessary in connection with the transfer of membership interests in
<br />the Mortgagor.
<br />11. Mortgagor shall not suffer or permit any mechanics' or other liens to be filed or to exist against the
<br />Property or any payments paid or payable under the Loan Documents, by reason of work, labor, services or
<br />materials supplied or claimed to have been supplied to, for or in connection with the Property or to Mortgagor, or
<br />anyone holding the Property or any part thereof through or under Mortgagor. If any such lien shall at any time be
<br />filed, Mortgagor shall, within thirty (30) days after notice of the filing thereof but subject to the right to contest as
<br />herein set forth, cause the same to be discharged of record by payment, deposit, bond, order of a court of
<br />competent jurisdiction or otherwise. Notwithstanding the foregoing, Mortgagor shall have the right, at
<br />Mortgagor's expense and after written notice to Lender, by appropriate proceeding timely instituted and
<br />diligently prosecuted, to contest in good faith the validity or the amount of any such lien. If, however, Lender
<br />shall notify Mortgagor that, in the opinion of independent counsel, by nonpayment of any such items the lien,
<br />pledge or security interest created by this Mortgage as to any part of the Property will be materially affected or
<br />the Property or any part thereof will be subject to imminent loss or forfeiture, Mortgagor shall promptly cause
<br />such lien to be discharged of record, as herein provided.
<br />12. On the breach of any condition or covenant of this Mortgage or on default under the
<br />Promissory Notes secured hereby, Lender has the following remedies, subject to the rights of the holders of
<br />the Senior Mortgage:
<br />a. Foreclosure proceedings may be instituted at the option of Lender, and the fees and
<br />charges of Lender's attorneys shall be a further lien and charge upon the Property under this Mortgage, and all
<br />such expenses shall become additional indebtedness secured by this Mortgage and shall be allowed in any
<br />decree foreclosing this Mortgage. Notwithstanding the foregoing, Lender shall not foreclose upon any part of
<br />the Property so long as HUD maintains a first mortgage with respect to such part of the Property.
<br />b. Acceleration of the unpaid principal balance together with all interest and charges
<br />thereon, may, at the option of the Lender, be declared immediately due and payable, without notice or
<br />demand, such notice or demand being expressly waived by Mortgagor.
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