Common use of Protection of Security; Costs and Expenses Clause in Contracts

Protection of Security; Costs and Expenses. Mortgagor shall appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the Mortgagee, and shall pay all costs and expenses, including without limitation cost of evidence of title and reasonable attorneys’ fees, in any such action or proceeding in which Mortgagee may appear, and in any suit brought by Mortgagee to foreclose this Mortgage or to enforce or establish any other rights or remedies of Mortgagee hereunder. If Mortgagor fails to perform any of the covenants or agreements contained in this Mortgage, or if any action or proceeding is commenced which affects Mortgagee’s interest in the Security or any part thereof, including, but not limited to, eminent domain, code enforcement, or proceedings of any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or to a decedent, then Mortgagee may, but without obligation to do so and without notice to or demand upon Mortgagor and without releasing Mortgagor from any obligation hereunder, make such appearances, disburse such sums and take such action as Mortgagee deems necessary or appropriate to protect Mortgagee’s interest, including, but not limited to, disbursement of attorneys’ fees, entry upon the Security to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Mortgagee appears to be prior or superior hereto. Mortgagor further agrees to pay all expenses of Mortgagee incurred upon an Event of Default (including without limitation fees and disbursements of counsel) incident to the protection of the rights of Mortgagee hereunder, or to enforcement or collection of payment of the Indebtedness, whether by judicial or non-judicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of Mortgagor, or otherwise. Any amounts disbursed by Mortgagee pursuant to this Section shall be additional indebtedness of Mortgagor secured by the Loan Documents as of the date of disbursement and shall bear interest at the Default Rate (as defined in the Loan Agreement). All such amounts shall be payable by Mortgagor immediately without demand. Nothing contained in this Section shall be construed to require Mortgagee to incur any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. Mortgagor Borrower shall appear in and defend any action or proceeding of which it has notice purporting to affect the security hereof or the rights or powers of the Mortgagee, Lender or Trustee hereunder and shall pay all costs and expenses, including including, without limitation limitation, cost of evidence of title and reasonable attorneys’ fees' fees and disbursements, in any such action or proceeding in which Mortgagee may appearproceeding, and in any suit brought by Mortgagee Lender or Trustee to foreclose this Mortgage or to enforce or establish any other rights or remedies of Mortgagee hereunderLender hereunder upon the occurrence and during the continuance of an Event of Default. If Mortgagor fails to perform any an Event of the covenants or agreements contained in Default occurs under this Mortgage, or if any action or proceeding is commenced in which it becomes necessary to defend or uphold the Lien or priority of this Mortgage or which adversely affects Mortgagee’s Lender or Lender's interest in the Security Mortgaged Property or any part thereof, including, but not limited to, eminent domain, code enforcementenforcement of, or proceedings of any nature whatsoever under any federal Legal Requirement affecting the Mortgaged Property or state law, whether now existing or hereafter enacted or amended, relating to involving Borrower's bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or then Lender, upon reasonable notice to a decedentBorrower, then Mortgagee may, but without obligation to do so and without notice to or demand upon Mortgagor and without releasing Mortgagor Borrower from any obligation hereunder, make such appearances, disburse such reasonable sums and take such action as Mortgagee Lender reasonably deems necessary or appropriate to protect Mortgagee’s interestLender's interest in the Mortgaged Property, including, but not limited to, disbursement of reasonable attorneys’ ' fees, entry upon the Security Mortgaged Property to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the reasonable judgment of Mortgagee Lender appears to be prior or superior hereto; provided, however, that the foregoing shall be subject to Borrower's rights to contest under Section 7(c) hereof and Lender shall not pay or discharge any lien, encumbrance or charge being contested by Borrower in accordance with Section 7(c) hereof. Mortgagor Borrower further agrees to pay all reasonable costs and expenses of Mortgagee incurred upon an Event of Default (Lender and Trustee including without limitation reasonable attorneys' fees and disbursements of counsel) incident to the protection of the rights of Mortgagee hereunder, or to enforcement or collection of payment of the Indebtedness, whether incurred by judicial or non-judicial proceedings, or Lender and Trustee in connection with any bankruptcy(a) the negotiation, insolvencypreparation, arrangementexecution, reorganization or delivery and performance of this Mortgage, the Note and the other debtor relief proceeding Loan Documents, and (b) the performance of Mortgagorits obligations and exercise of its rights under this Mortgage, or otherwisethe Note, and the other Loan Documents. Any All of the costs, expenses and amounts disbursed by Mortgagee pursuant to set forth in this Section shall be additional indebtedness of Mortgagor secured payable by Borrower, on demand and, together with interest thereon at the Loan Documents as of Default Rate, if the same are not paid within five (5) Business Days after demand therefor by Lender (or Trustee), until the date of disbursement repayment by Borrower, shall be deemed to be Indebtedness hereunder and shall bear be a Lien on the Mortgaged Property prior to any right, title, interest at or claim upon the Default Rate Mortgaged Property (as defined in subject to the Loan Agreementprovisions of Section 11(d) hereof). All such amounts shall be payable by Mortgagor immediately without demand. Nothing contained in this Section 18 shall be construed to require Mortgagee Lender to incur any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. Mortgagor BORROWER shall hire competent and responsible property managers which shall be reasonably acceptable to LENDER. BORROWER and its property manager, if applicable, shall appear in and defend any action or proceeding purporting to affect the security hereof of this Security Deed or any additional or other security for the obligations secured hereby, or the rights or powers of the MortgageeLENDER, and shall pay all costs and expensesexpenses actually incurred, including including, without limitation limitation, cost of evidence of title and reasonable actual attorneys’ ' fees, in any such action or proceeding in which Mortgagee LENDER may appear, and in any suit brought by Mortgagee LENDER to foreclose this Mortgage Security Deed or to enforce or establish any other rights or remedies of Mortgagee hereunderLENDER hereunder or under any other security for the obligations secured hereby. If Mortgagor BORROWER fails to perform any of the covenants or agreements contained in this MortgageSecurity Deed, or if any action or proceeding is commenced which affects Mortgagee’s LENDER's interest in the Security Subject Property or any part thereof, including, but not limited to, eminent domain, code enforcement, or proceedings of any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or to a decedent, then Mortgagee LENDER may, but without obligation to do so and without notice to or demand upon Mortgagor BORROWER, perform such covenant or agreement and without releasing Mortgagor from any obligation hereunder, make such appearances, disburse such sums and take such action as Mortgagee deems necessary or appropriate to protect Mortgagee’s interest, including, but not limited to, disbursement of attorneys’ fees, entry upon the Security to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Mortgagee XXXXXX appears to be prior or superior hereto. Mortgagor ; BORROWER further agrees to pay all expenses of Mortgagee XXXXXX actually incurred upon an Event of Default (including without limitation reasonable and actual fees and disbursements of counsel) incident to the protection or enforcement of the rights of Mortgagee LENDER hereunder, or to and enforcement or collection of payment of the Indebtedness, Note or any Future Advance whether by judicial or non-judicial nonjudicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of MortgagorBORROWER, or otherwise. Any amounts disbursed by Mortgagee LENDER pursuant to this Section shall be additional indebtedness of Mortgagor BORROWER secured by this Security Deed and each of the Loan Documents Related Agreements as of the date of disbursement and shall bear interest at the Contract Rate for the first five (5) business days after demand for payment and thereafter at the Default Rate (as defined set forth in the Loan Agreement)Note, until paid. All such amounts shall be payable by Mortgagor BORROWER immediately without upon demand. Nothing contained in this Section shall be construed to require Mortgagee LENDER to incur any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. Mortgagor shall appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the Mortgagee, and shall pay all reasonable costs and expenses, including without limitation cost of evidence of title and reasonable attorneys’ ' fees, in any such action or proceeding in which Mortgagee may appear, and in any suit brought by Mortgagee to foreclose this Mortgage upon the occurrence of an Event of Default or to enforce or establish any other rights or remedies of Mortgagee hereunderhereunder upon the occurrence of an Event of Default. If Mortgagor fails to perform any of the covenants or agreements contained in this Mortgage, or if any action or proceeding is commenced which affects Mortgagee’s 's interest in the Security or any part thereof, including, but not limited to, eminent domain, code enforcement, or proceedings of any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, then if an Event of Default exists hereunder (or, if no Event of Default exists hereunder, if Mortgagor fails, within thirty (30) days after notice by Mortgagee to Mortgagor [or such shorter notice period as the exigencies of the situation may require], to a decedenttake appropriate action to correct such failure, then etc., subject, however, to Mortgagor's contest rights under this Mortgage, to the extent applicable) Mortgagee may, but without obligation to do so and without further notice to or demand upon Mortgagor and without releasing Mortgagor from any obligation hereunder, make such appearances, disburse such sums and take such action as Mortgagee reasonably deems necessary or appropriate to protect Mortgagee’s 's interest, including, but not limited to, disbursement of reasonable attorneys’ ' fees, entry upon the Security to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien lien, other than the Permitted Encumbrances, which in the judgment of Mortgagee appears to be prior or superior hereto. Mortgagor further agrees to pay all reasonable expenses of Mortgagee incurred upon an Event of Default (including without limitation attorneys' fees and disbursements of counseldisbursements) incident to the protection of the rights of Mortgagee hereunder, or to enforcement or collection of payment of the Indebtedness, whether by judicial or non-judicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of Mortgagor, or otherwiseotherwise in connection with an Event of Default. Any amounts disbursed by Mortgagee pursuant to this Section shall be additional indebtedness of Mortgagor secured by the Loan Documents as of the date of disbursement and shall bear interest at the Default Rate (as defined in from the Loan Agreement)date of demand therefor. All such amounts shall be payable by Mortgagor immediately without upon demand. Nothing contained in this Section shall be construed to require Mortgagee to incur any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. Mortgagor Trustor shall appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the MortgageeBeneficiary, and shall pay all costs and expenses, including without limitation cost of evidence of title and reasonable attorneysAttorneys’ feesFees, in any such action or proceeding in which Mortgagee Beneficiary or Trustee may appear, and in any suit brought by Mortgagee Beneficiary to foreclose this Mortgage Deed of Trust or to enforce or establish any other rights or remedies of Mortgagee hereunderBeneficiary hereunder (including, without limitation, any action pursuant to Civil Procedure Code Section 726.5). If Mortgagor Trustor fails to perform any of the covenants or agreements contained in this MortgageDeed of Trust within any applicable notice and cure periods provided for in this Deed of Trust, or if any action or proceeding is commenced which affects MortgageeBeneficiary’s interest in the Security or any part thereof, including, but not limited to, eminent domain, code enforcement, or proceedings of any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or to a decedent, then Mortgagee after compliance with the applicable notice and cure provisions provided for in this Deed of Trust, Beneficiary may, but without obligation to do so and without further notice to or demand upon Mortgagor Trustor and without releasing Mortgagor Trustor from any obligation hereunder, make such appearances, disburse such sums and take such action as Mortgagee Beneficiary deems necessary or appropriate to protect MortgageeBeneficiary’s interest, including, but not limited to, disbursement of attorneysreasonable Attorneys’ feesFees, entry upon the Security to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Mortgagee Beneficiary appears to be prior or superior hereto. Mortgagor Trustor further agrees to pay all reasonable expenses of Mortgagee incurred upon an Event of Default Beneficiary and Trustee (including without limitation fees Attorney’s Fees and disbursements of counseldisbursements) (i) incident to the protection of the rights of Mortgagee Beneficiary hereunder, or (ii) incident to the enforcement or collection of payment of the Indebtedness, whether by judicial or non-judicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of MortgagorTrustor, or otherwise, or (iii) in connection with any title insurance coverage ordered in connection with any foreclosure proceedings hereunder. Trustor also agrees to pay all taxes (except federal and state income taxes) and other governmental charges or impositions imposed by any governmental authority on Beneficiary by reason of their interest in the Loan Documents. Any amounts disbursed by Mortgagee Beneficiary pursuant to this Section 46 shall be additional indebtedness of Mortgagor Trustor secured by the Loan Documents as of the date of disbursement and shall bear interest at the Default Rate (as defined in the Loan Agreement)Rate. All such amounts shall be payable by Mortgagor Trustor immediately without demand. Nothing contained in this Section shall be construed to require Mortgagee Beneficiary to incur any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. Mortgagor Borrower shall appear in and defend any action or proceeding purporting to affect materially and adversely the security hereof or the rights or powers of the MortgageeLender or Trustee, and shall pay all reasonable costs and expenses, including including, without limitation limitation, cost of evidence of title and reasonable attorneys’ fees, as determined by the judge of the court in any such action or proceeding in which Mortgagee Lender or Trustee may appear, and in any suit brought by Mortgagee Xxxxxx to foreclose this Mortgage Deed of Trust or to enforce or establish any other rights or remedies of Mortgagee hereunderXxxxxx xxxxxxxxx. If Mortgagor Borrower fails to perform any of the covenants or agreements contained in this MortgageDeed of Trust, or if any action or proceeding is commenced which adversely affects MortgageeLender’s interest in the Security Mortgaged Property or any part thereof, including, but not limited to, eminent domain, code enforcement, or proceedings of any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or to a decedent, then Mortgagee Lender or Trustee may, but without obligation to do so and without notice to or demand upon Mortgagor Borrower and without releasing Mortgagor Borrower from any obligation hereunder, make such appearances, disburse such sums and take such action as Mortgagee Lender or Trustee deems necessary or appropriate to protect MortgageeLender’s interest, including, but not limited to, disbursement of reasonable attorneys’ fees, entry upon the Security Mortgaged Property to make repairs or take other action to otherwise protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Mortgagee either Lender or Trustee appears to be prior or superior hereto. Mortgagor Xxxxxxxx further agrees to pay all reasonable expenses of Mortgagee incurred upon an Event of Default Xxxxxx (including without limitation fees and disbursements of counsel) incident to the protection of the rights of Mortgagee hereunderXxxxxx xxxxxxxxx, or to and enforcement or collection of payment of the Indebtedness, Note or any Future Advances whether by judicial or non-judicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of MortgagorBorrower, or otherwise. Any amounts disbursed by Mortgagee Lender or Trustee pursuant to this Section section shall be additional indebtedness of Mortgagor Borrower secured by this Deed of Trust and each of the Loan Documents Related Agreements as of the date of disbursement and shall bear interest at the Default Interest Rate (as defined in the Loan Agreement)prior to demand. All such amounts shall be payable by Mortgagor immediately without demandBorrower upon demand and shall thereafter bear interest at the Interest Rate due and payable following the occurrence of an Event of Default pursuant to the terms of the Loan Agreement (the “Default Rate”). Nothing contained in this Section 1.10 shall be construed to require Mortgagee Lender or Trustee to incur any expense, make any appearance, or take any other action. Notwithstanding any provision in this paragraph to the contrary, if any dispute contemplated under the terms of this paragraph results in litigation, the prevailing party shall, in addition to any other relief granted or awarded by the court, be entitled to an award of reasonable attorneys’ fees to be determined by the judge of the court.

Protection of Security; Costs and Expenses. Mortgagor Trustor and its property manager, if applicable, shall appear in and defend any action or proceeding purporting to affect the security hereof of this Deed of Trust or any additional or other security for the obligations secured hereby, or the rights or powers of the MortgageeBeneficiary or Trustee, and shall pay all costs and expensesexpenses actually incurred, including including, without limitation limitation, cost of evidence of title and reasonable actual attorneys’ ' fees, in any such action or proceeding in which Mortgagee Beneficiary or Trustee may appear, and in any suit brought by Mortgagee Beneficiary to foreclose this Mortgage Deed of Trust or to enforce or establish any other rights or remedies of Mortgagee hereunderBeneficiary hereunder or under any other security for the obligations secured hereby. If Mortgagor Trustor fails to perform any of the covenants or agreements contained in this MortgageDeed of Trust, or if any action or proceeding is commenced which affects Mortgagee’s Beneficiary's interest in the Security Property or any part thereof, including, but not limited to, eminent domain, code enforcement, or proceedings of any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or to a decedent, then Mortgagee Beneficiary may, but without obligation to do so and without notice to or demand upon Mortgagor Trustor, perform such covenant or agreement and without releasing Mortgagor from any obligation hereunder, make such appearances, disburse such sums and take such action as Mortgagee deems necessary or appropriate to protect Mortgagee’s interest, including, but not limited to, disbursement of attorneys’ fees, entry upon the Security to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Mortgagee Beneficiary appears to be prior or superior 16 20 hereto. Mortgagor Trustor shall further agrees to pay all expenses of Mortgagee Beneficiary actually incurred upon an Event of Default (including without limitation reasonable and actual fees and disbursements of counsel) incident to the protection or enforcement of the rights of Mortgagee Beneficiary hereunder, or to and enforcement or collection of payment of the Indebtedness, Note or any Future Advance whether by judicial or non-judicial nonjudicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of MortgagorTrustor, or otherwise. Any amounts disbursed by Mortgagee Beneficiary pursuant to this section or Section 1.11 shall be additional indebtedness of Mortgagor Trustor secured by this Deed of Trust and each of the Loan Documents Related Agreements as of the date of disbursement and shall bear interest at the Default Rate (as defined set forth in the Loan Agreement)Note, from demand until paid. All such amounts shall be payable by Mortgagor Trustor immediately without upon demand. Nothing contained in this Section section shall be construed to require Mortgagee Beneficiary to incur any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. Mortgagor Grantor shall appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the MortgageeGrantee, and shall pay all costs and expenses, including without limitation cost of evidence of title and reasonable attorneys’ ' fees, in any such action or proceeding in which Mortgagee Grantee may appear, and in any suit brought by Mortgagee Grantee to foreclose this Mortgage Deed or to enforce or establish any other rights or remedies of Mortgagee Grantee hereunder. If Mortgagor Grantor fails to perform any of the covenants or agreements contained in this MortgageDeed, or if any action or proceeding is commenced which affects Mortgagee’s Grantee's interest in the Security or any part thereof, including, but not limited to, eminent domain, code enforcement, or proceedings of any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or to a decedent, then Mortgagee Grantee may, but without obligation to do so and without notice to or demand upon Mortgagor Grantor and without releasing Mortgagor Grantor from any obligation hereunder, make such appearances, disburse such sums and take such action as Mortgagee Grantee deems necessary or appropriate to protect Mortgagee’s Grantee's interest, including, but not limited to, disbursement of reasonable attorneys’ ' fees, entry upon the Security to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Mortgagee Grantee appears to be prior or superior hereto. Mortgagor Grantor further agrees to pay all reasonable expenses of Mortgagee incurred upon an Event of Default Grantee (including without limitation fees and disbursements of counsel) incident to the protection of the rights of Mortgagee Grantee hereunder, or to enforcement or collection of payment of the Indebtedness, whether by judicial or non-judicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of MortgagorGrantor, or otherwise. Any amounts disbursed by Mortgagee Grantee pursuant to this Section shall be additional indebtedness of Mortgagor Grantor secured by the Loan Documents as of the date of disbursement and shall bear interest at the Default Rate (as defined in the Loan Agreement)Rate. All such amounts shall be payable by Mortgagor Grantor immediately without demand. Nothing contained in this Section shall be construed to require Mortgagee Grantee to incur any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. The Mortgagor shall ------------------------------------------ appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the Mortgagee, Beneficiary or the Trustees hereunder and shall pay all reasonable costs and expenses, including including, without limitation limitation, cost of evidence of title and reasonable attorneys’ fees' fees and disbursements, in any such action or proceeding in which Mortgagee the Beneficiary may appear, and in any suit brought by Mortgagee the Beneficiary to foreclose this Mortgage or to enforce or establish any other rights or remedies of Mortgagee the Beneficiary hereunder. If Mortgagor fails to perform any an Event of the covenants or agreements contained in Default occurs and is continuing under this Mortgage, or if any action or proceeding is commenced in which it becomes necessary to defend or uphold the Lien or priority of this Mortgage or which adversely affects Mortgagee’s the Beneficiary's interest in the Security Trust Estate, or Property or any part thereof, including, but not limited to, eminent domain, code enforcementenforcement of, or proceedings of any nature whatsoever under any federal Legal Requirement affecting the Trust Estate or state law, whether now existing or hereafter enacted or amended, relating to involving the Mortgagor's bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or then the Beneficiary, upon reasonable notice to a decedentthe Mortgagor, then Mortgagee may, but without obligation to do so and without notice to or demand upon Mortgagor and without releasing the Mortgagor from any obligation hereunder, may make such appearances, disburse such sums and take such action as Mortgagee the Beneficiary deems necessary or appropriate to protect Mortgagee’s interestthe Beneficiary's interest in the Trust Estate, including, but not limited to, disbursement of reasonable attorneys’ ' fees, entry upon the Security any Property to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Mortgagee the Beneficiary appears to be prior or superior hereto. All of the costs, expenses and amounts set forth in this Section 17 shall be payable by the Mortgagor further agrees on demand, together with interest thereon at the rate then in effect with respect to pay all expenses the Note (except during the continuance of Mortgagee incurred upon an Event of Default (including without limitation fees and disbursements of counsel) incident to in which case interest shall accrue at the protection of the rights of Mortgagee hereunderDefault Rate), or to enforcement or collection of payment of the Indebtedness, whether by judicial or non-judicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of Mortgagor, or otherwise. Any amounts disbursed by Mortgagee pursuant to this Section shall be additional indebtedness of Mortgagor secured by the Loan Documents as of from the date of disbursement notice to Mortgagor of any such payment by the Beneficiary (or the Trustees) until the date of repayment by the Mortgagor, shall be deemed to be Indebtedness hereunder and shall bear interest at the Default Rate (as defined in the Loan Agreement). All such amounts shall be payable by Mortgagor immediately without demandsecured hereby. Nothing contained in this Section 17 shall be construed to require Mortgagee the Beneficiary to incur any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. Mortgagor shall appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the Mortgagee, and shall pay all costs and expenses, including without limitation cost of evidence of title and reasonable attorneys’ fees, in any such action or proceeding in which Mortgagee may appear, and in any suit brought by Mortgagee to foreclose this Mortgage or to enforce or establish any other rights or remedies of Mortgagee hereunder. If Mortgagor fails to perform any of the covenants or agreements contained in this Mortgage, or if any action or proceeding is commenced which affects Mortgagee’s interest in the Security or any part thereof, including, but not limited to, eminent domain, code enforcement, or proceedings of any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or to a decedent, then Mortgagee may, but without obligation to do so and without notice to or demand upon Mortgagor and without releasing Mortgagor from any obligation hereunder, make such appearances, disburse such sums and take such action as Mortgagee deems necessary or appropriate to protect Mortgagee’s interest, including, but not limited to, disbursement of attorneys’ fees, entry upon the Security to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Mortgagee appears to be prior or superior hereto. Mortgagor further agrees to pay all expenses of Mortgagee incurred upon an Event of Default (including without limitation fees and disbursements of counsel) incident to the protection of the rights of Mortgagee hereunder, or to enforcement or collection of payment of the Indebtedness and/or the STAG IV Indebtedness, whether by judicial or non-judicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of Mortgagor, or otherwise. Any amounts disbursed by Mortgagee pursuant to this Section shall be additional indebtedness of Mortgagor secured by the Loan Documents and the STAG IV Loan Documents as of the date of disbursement and shall bear interest at the Default Rate (as defined in the Loan Agreement). All such amounts shall be payable by Mortgagor immediately without demand. Nothing contained in this Section shall be construed to require Mortgagee to incur any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. Mortgagor Mortgagors shall appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the Mortgagee, Mortgagee hereunder and shall pay all costs and expenses, including including, without limitation limitation, cost of evidence of title and reasonable attorneys’ fees' fees and disbursements, in any such action or proceeding in which Mortgagee may appear, and in any suit brought by Mortgagee to foreclose this Mortgage or to enforce or establish any other rights or remedies of Mortgagee hereunder. If Mortgagor fails to perform any an Event of the covenants or agreements contained in Default occurs and is continuing under this Mortgage, or if any action or proceeding is commenced in which it becomes necessary to defend or uphold the Lien or priority of this Mortgage or which adversely affects Mortgagee’s 's interest in the Security Mortgaged Property, or any part thereof, including, but not limited to, eminent domain, code enforcementenforcement of, or proceedings of any nature whatsoever under any federal Legal Requirement affecting the Mortgaged Property or state law, whether now existing or hereafter enacted or amended, relating to involving either of Mortgagor's bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or then Mortgagee, upon reasonable notice to a decedentMortgagors, then Mortgagee may, but without obligation to do so and without notice to or demand upon Mortgagor and without releasing Mortgagor Mortgagors from any obligation hereunder, may make such appearances, disburse such sums and take such action as Mortgagee deems necessary or appropriate to protect Mortgagee’s interest's interest in the Mortgaged Property, including, but not limited to, disbursement of reasonable attorneys’ ' fees, entry upon the Security Mortgaged Property to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Mortgagee appears to be prior or superior hereto. Mortgagor Mortgagors jointly and severally further agrees agree to pay all reasonable costs and expenses of Mortgagee incurred upon including, without limitation, reasonable fees and disbursements of Skadden, Arps, Slate, Meagher & Flox xx, xith xxxpect to clause (b) only, any other counsel of Mortgagee in connection with (a) the negotiation, preparation, execution and delivery of this Mortgage, the Notes and the other Loan Documents, and (b) the performance of their respective obligations and exercise of their respective rights under this Mortgage, the Notes, the Credit Agreement or the other Loan Documents; provided that Mortgagors, for so long as an Event of Default or any event which has a Material Adverse Effect has not occurred and is continuing, shall be responsible, but not more than once in any twenty-four (including without limitation fees 24) month period with respect to each Property, for the reasonable costs payable to third parties with respect to future appraisals (or, if appropriate only updates of previous appraisals) and disbursements of counsel) incident other reports required prior time to the protection time in accordance with Agent's policies, as set in accordance with regulatory requirements. All of the rights of Mortgagee hereundercosts, or to enforcement or collection of payment of the Indebtedness, whether by judicial or non-judicial proceedings, or expenses and amounts set forth in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of Mortgagor, or otherwise. Any amounts disbursed by Mortgagee pursuant to this Section shall be additional indebtedness of Mortgagor secured by the Loan Documents as of the date of disbursement and shall bear interest at the Default Rate (as defined in the Loan Agreement). All such amounts 16 shall be payable by Mortgagor immediately without Mortgagors on demand, together with interest thereon at the rate then in effect with respect to the Notes (except during the continuance of an Event of Default in which case interest shall accrue at the Default Rate), from the date of any such payment by Mortgagee until the date of repayment by Mortgagors shall be deemed to be Indebtedness hereunder and shall be a Lien on the Mortgaged Property prior to any right, title, interest or claim upon the Mortgaged Property. Nothing contained in this Section 16 shall be construed to require Mortgagee to incur any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. Mortgagor Mortgagors shall appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the Mortgagee, and shall pay all reasonable costs and expenses, including without limitation cost of evidence of title and reasonable attorneys’ ' fees, in any such action or proceeding in which Mortgagee may appear, and in any suit brought by Mortgagee to foreclose this Mortgage upon the occurrence of an Event of Default or to enforce or establish any other rights or remedies of Mortgagee hereunderhereunder upon the occurrence of an Event of Default. If Mortgagor fails Mortgagors fail to perform any of the covenants or agreements contained in this Mortgage, or if any action or proceeding is commenced which affects Mortgagee’s 's interest in the Security or any part thereof, including, but not limited to, eminent domain, code enforcement, or proceedings of any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, then if an Event of Default exists hereunder (or, if no Event of Default exists hereunder, if Mortgagors fail, within thirty (30) days after notice by Mortgagee to Mortgagors [or such shorter notice period as the exigencies of the situation may require], to a decedenttake appropriate action to correct such failure, then etc., subject, however, to Mortgagors' contest rights under this Mortgage, to the extent applicable) Mortgagee may, but without obligation to do so and without further notice to or demand upon Mortgagor Mortgagors and without releasing Mortgagor Mortgagors from any obligation hereunder, make such appearances, disburse such sums and take such action as Mortgagee reasonably deems necessary or appropriate to protect Mortgagee’s 's interest, including, but not limited to, disbursement of reasonable attorneys’ ' fees, entry upon the Security to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien lien, other than the Permitted Encumbrances, which in the judgment of Mortgagee appears to be prior or superior hereto. Mortgagor Mortgagors further agrees agree to pay all reasonable expenses of Mortgagee incurred upon an Event of Default (including without limitation attorneys' fees and disbursements of counseldisbursements) incident to the protection of the rights of Mortgagee hereunder, or to enforcement or collection of payment of the Indebtedness, whether by judicial or non-judicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of MortgagorMortgagors, or otherwiseotherwise in connection with an Event of Default. Any amounts disbursed by Mortgagee pursuant to this Section shall be additional indebtedness of Mortgagor Mortgagors secured by the Loan Documents as of the date of disbursement and shall bear interest at the Default Rate (as defined in from the Loan Agreement)date of demand therefor. All such amounts shall be payable by Mortgagor Mortgagors immediately without upon demand. Nothing contained in this Section shall be construed to require Mortgagee to incur any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. Mortgagor and its property manager, if applicable, shall appear in and defend any action or proceeding purporting to affect the security hereof of this Mortgage or any additional or other security for the obligations secured hereby, or the rights or powers of the Mortgagee, and shall pay all costs and expensesexpenses actually incurred, including including, without limitation limitation, cost of evidence of title and reasonable actual attorneys’ ' fees, in any such action or proceeding in which Mortgagee may appear, and in any suit brought by Mortgagee to foreclose this Mortgage or to enforce or establish any other rights or remedies of Mortgagee hereunderhereunder or under any other security for the obligations secured hereby. If Mortgagor fails to perform any of the covenants or agreements contained in this Mortgage, or if any action or proceeding is commenced which affects Mortgagee’s 's interest in the Security Property or any part thereof, including, but not limited to, eminent domain, code enforcement, or proceedings of any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or to a decedent, then Mortgagee may, but without obligation to do so and without notice to or demand upon Mortgagor Mortgagor, perform such covenant or agreement and without releasing Mortgagor from any obligation hereunder, make such appearances, disburse such sums and take such action as Mortgagee deems necessary or appropriate to protect Mortgagee’s interest, including, but not limited to, disbursement of attorneys’ fees, entry upon the Security to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Mortgagee appears to be prior or superior hereto. Mortgagor shall further agrees to pay all expenses of Mortgagee actually incurred upon an Event of Default (including without limitation reasonable and actual fees and disbursements of counsel) incident to the protection or enforcement of the rights of Mortgagee hereunder, or to and enforcement or collection of payment of the Indebtedness, Note or any Future Advance whether by judicial or non-judicial nonjudicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of Mortgagor, or otherwise. Any amounts disbursed by Mortgagee pursuant to this Section section or section 1.11 shall be additional indebtedness of Mortgagor secured by this Mortgage and each of the Loan Documents Related Agreements as of the date of disbursement and shall bear interest at the Default Rate (as defined set forth in the Loan Agreement)Note, from demand until paid. All such amounts shall be payable by Mortgagor immediately without demand. Nothing contained in this Section shall be construed to require Mortgagee to incur any expense, make any appearance, or take any other action.immediately

Protection of Security; Costs and Expenses. Mortgagor Grantor shall appear in and defend any action or proceeding of which it has notice purporting to affect the security hereof or the rights or powers of the Mortgagee, Beneficiary or Trustee hereunder and shall pay all costs and expenses, including including, without limitation limitation, cost of evidence of title and reasonable attorneys’ fees' fees and disbursements, in any such action or proceeding in which Mortgagee may appearproceeding, and in any suit brought by Mortgagee Beneficiary to foreclose this Mortgage or to enforce or establish any other rights or remedies of Mortgagee hereunderBeneficiary hereunder upon the occurrence and during the continuance of an Event of Default. If Mortgagor fails to perform any an Event of the covenants or agreements contained in Default occurs under this Mortgage, or if any action or proceeding is commenced in which it becomes necessary to defend or uphold the Lien or priority of this Mortgage or which adversely affects Mortgagee’s Beneficiary or Beneficiary's interest in the Security Trust Estate or any part thereof, including, but not limited to, eminent domain, code enforcementenforcement of, or proceedings of any nature whatsoever under any federal Legal Requirement affecting the Trust Estate or state law, whether now existing or hereafter enacted or amended, relating to involving Grantor's bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or then Beneficiary, upon reasonable notice to a decedentGrantor, then Mortgagee may, but without obligation to do so and without notice to or demand upon Mortgagor and without releasing Mortgagor Grantor from any obligation hereunder, make such appearances, disburse such reasonable sums and take such action as Mortgagee Beneficiary reasonably deems necessary or appropriate to protect Mortgagee’s interestBeneficiary's interest in the Trust Estate, including, but not limited to, disbursement of reasonable attorneys’ ' fees, entry upon the Security Trust Estate to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the reasonable judgment of Mortgagee Beneficiary appears to be prior or superior hereto; provided, however, that the foregoing shall be subject to Grantor's rights to contest under Section 7(c) hereof and Beneficiary shall not pay or discharge any lien, encumbrance or charge being contested by Grantor in accordance with Section 7(c) hereof. Mortgagor Grantor further agrees to pay all reasonable costs and expenses of Mortgagee incurred upon an Event of Default (Beneficiary or Trustee including without limitation reasonable attorneys' fees and disbursements of counsel) incident to the protection of the rights of Mortgagee hereunder, incurred by Beneficiary or to enforcement or collection of payment of the Indebtedness, whether by judicial or non-judicial proceedings, or Trustee in connection with any bankruptcy(a) the negotiation, insolvencypreparation, arrangementexecution, reorganization or delivery and performance of this Mortgage, the Note and the other debtor relief proceeding Loan Documents, and (b) the performance of Mortgagorits obligations and exercise of its rights under this Mortgage, or otherwisethe Note, and the other Loan Documents. Any All of the costs, expenses and amounts disbursed by Mortgagee pursuant to set forth in this Section shall be additional indebtedness of Mortgagor secured by the Loan Documents as of the date of disbursement and shall bear interest at the Default Rate (as defined in the Loan Agreement). All such amounts 18 shall be payable by Mortgagor immediately without demandGrantor, on demand and, together with interest thereon at the Default Rate, if the same are not paid within five (5) Business Days after demand therefor by Beneficiary (or Trustee), until the date of repayment by Grantor, shall be deemed to be Indebtedness hereunder and shall be a Lien on the Trust Estate prior to any right, title, interest or claim upon the Trust Estate (subject to the provisions of Section 11(d) hereof). Nothing contained in this Section 18 shall be construed to require Mortgagee Beneficiary to incur any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. Mortgagor Borrower shall appear in and defend any action or proceeding purporting to affect the security hereof Security or the rights or powers of the MortgageeLender, and shall pay all costs and expensesexpenses including, including without limitation limitation, cost of evidence of title and reasonable attorneys’ fees, in any such action or proceeding in which Mortgagee Lender may appear, and in any suit brought by Mortgagee Lender to foreclose this Mortgage Security Instrument or to enforce or establish any other rights or remedies of Mortgagee Lender hereunder. If Mortgagor Borrower fails to perform any of the covenants or agreements contained in this MortgageSecurity Instrument, or if any action or proceeding is commenced which affects MortgageeLender’s interest in the Security or any part thereof, including, but not limited to, eminent domain, code enforcement, or proceedings of any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, or relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or to a decedent, then Mortgagee Lender may, but without obligation to do so and without notice to or demand upon Mortgagor Borrower and without releasing Mortgagor Borrower from any obligation hereunder, make such appearances, disburse such sums and take such action as Mortgagee Lender deems necessary or appropriate to protect MortgageeLender’s interest, including, but not limited to, disbursement of attorneys’ fees, entry upon the Security to make repairs or take other action to protect the security hereofSecurity, and the payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Mortgagee Lender appears to be prior or superior hereto. Mortgagor Borrower further agrees to pay all expenses of Mortgagee incurred upon an Event of Default Lender (including including, without limitation limitation, fees and disbursements of counsel) incident to the protection of the rights of Mortgagee Lender hereunder, or to enforcement or collection of payment of the Indebtedness, whether by judicial or non-judicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of MortgagorBorrower, or otherwise. Any amounts disbursed by Mortgagee Lender pursuant to this Section shall be additional indebtedness of Mortgagor Borrower secured by the Loan Documents as of the date of disbursement and shall bear interest at the Default Rate (as defined in the Loan Agreement)Rate. All such amounts shall be payable by Mortgagor Borrower immediately without demand. Nothing contained in this Section shall be construed to require Mortgagee Lender to incur any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. Mortgagor Grantor shall appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the MortgageeBeneficiary or Trustee, and shall pay all costs and expenses, including without limitation cost of evidence of title and reasonable attorneys’ ' fees, in any such action or proceeding in which Mortgagee Beneficiary or Trustee may appear, and in any suit brought by Mortgagee Beneficiary to foreclose this Mortgage Deed of Trust or to enforce or establish any other rights or remedies of Mortgagee Beneficiary hereunder. If Mortgagor Grantor fails to perform any of the covenants or agreements contained in this MortgageDeed of Trust, or if any action or proceeding is commenced which affects Mortgagee’s Beneficiary's or Trustee's interest in the Security or any part thereof, including, but not limited to, eminent domain, code enforcement, enforcement or proceedings of any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or to a decedent, then Mortgagee Beneficiary or Trustee may, but without obligation to do so and without notice to or demand upon Mortgagor Grantor and without releasing Mortgagor Grantor from any obligation hereunder, make such appearances, disburse such sums and take such action as Mortgagee Beneficiary or Trustee deems necessary or appropriate to protect Mortgagee’s Beneficiary's or Trustee's interest, including, but not limited to, disbursement of attorneys’ ' fees, entry upon the Security to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Mortgagee either Beneficiary or Trustee appears to be prior or superior hereto. Mortgagor Grantor further agrees to pay all expenses of Mortgagee incurred upon an Event of Default Beneficiary or Trustee (including without limitation fees and disbursements of counsel) incident to the protection of the rights of Mortgagee Beneficiary hereunder, or to enforcement or collection of payment of the Indebtedness, whether by judicial or non-judicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of MortgagorGrantor, or otherwise. Any amounts disbursed by Mortgagee Beneficiary or Trustee pursuant to this Section 53 shall be additional indebtedness of Mortgagor Grantor secured by the Loan Documents as of the date of disbursement and shall bear interest at the Default Rate (as defined default rate of interest provided in the Loan Agreement)Notes. All such amounts shall be payable by Mortgagor Grantor immediately without demand. Nothing contained in this Section 53 shall be construed to require Mortgagee Beneficiary or Trustee to incur any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. Mortgagor Trustor shall appear in and defend any action or proceeding purporting proposing to adversely affect the security hereof or the rights or powers of the MortgageeBeneficiary or Trustee, and shall pay all costs and expenses, including without limitation cost costs of evidence of title and reasonable attorneys’ fees, ' fees as determined by the judge of the court in any such action or proceeding in which Mortgagee Beneficiary or Trustee may appear, and in any suit brought by Mortgagee Beneficiary to foreclose this Mortgage Deed of Trust or to enforce or establish any other rights or remedies of Mortgagee Beneficiary hereunder. If Mortgagor Trustor fails to perform any of the covenants or agreements contained in this MortgageDeed of Trust, or if any action or proceeding is commenced which adversely affects Mortgagee’s Beneficiary's interest in the Security Trust Property or any part thereof, including, including but not limited to, eminent domain, code enforcement, or proceedings proceeding of any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or to a decedentotherwise, then Mortgagee Beneficiary or Trustee may, but without obligation obligations to do so and without notice to or demand upon Mortgagor Trustor and without releasing Mortgagor Trustor from any obligation hereunder, make such appearances, disburse such sums and take such action as Mortgagee Beneficiary or Trustee deems necessary or appropriate to protect Mortgagee’s Beneficiary's interest, including, but not limited to, disbursement of reasonable attorneys’ 's fees, entry upon the Security Trust Property to make repairs or take other action to otherwise protect the security hereofthereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Mortgagee either Beneficiary or Trustee appears to be prior or superior hereto. Mortgagor Trustor further agrees to pay all reasonable expenses of Mortgagee incurred upon an Event of Default Beneficiary (including without limitation fees and disbursements of counsel) incident to the protection of the rights of Mortgagee Beneficiary hereunder, or to and enforcement or collection of payment of the IndebtednessNote, or any advancements under Sections 12 or 14 hereof, whether by judicial or non-judicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of MortgagorTrustor, or otherwise. Any amounts amount disbursed by Mortgagee Beneficiary or Trustee pursuant to this Section 32 shall be additional indebtedness of Mortgagor Trustor secured by the Loan Documents this Deed of Trust as of the date of disbursement and shall bear interest at the Default Rate (as defined contract rate set forth or referred to in the Loan Agreement)Note before demand. All such amounts shall be payable by Mortgagor immediately without demandTrustor upon demand and shall thereafter bear interest at the Default Rate set forth or referred to in the Note. Nothing contained in this Section 33 shall be construed to require Mortgagee Beneficiary or Trustee to incur any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. Mortgagor shall appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the Mortgagee, and shall pay all costs and expenses, including without limitation cost of evidence of title and reasonable attorneys’ fees, in any such action or proceeding in which Mortgagee may appear, and in any suit brought by Mortgagee to foreclose this Mortgage or to enforce or establish any other rights or remedies of Mortgagee hereunder. If Mortgagor fails to perform any of the covenants or agreements contained in this Mortgage, or if any action or proceeding is commenced which affects Mortgagee’s interest in the Security or any part thereof, including, but not limited to, eminent domain, code enforcement, or proceedings of any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or to a decedent, then Mortgagee may, but without obligation to do so and without notice to or demand upon Mortgagor and without releasing Mortgagor from any obligation hereunder, make such appearances, disburse such sums and take such action as Mortgagee deems necessary or appropriate to protect Mortgagee’s interest, including, but not limited to, disbursement of attorneys’ fees, entry upon the Security to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Mortgagee appears to be prior or superior hereto. Mortgagor further agrees to pay all expenses of Mortgagee incurred upon an Event of Default (including without limitation fees and disbursements of counsel) incident to the protection of the rights of Mortgagee hereunder, or to enforcement or collection of payment of the Indebtedness, the STAG IV Indebtedness and/or the STAG V Indebtedness, whether by judicial or non-judicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of Mortgagor, or otherwise. Any amounts disbursed by Mortgagee pursuant to this Section shall be additional indebtedness of Mortgagor secured by the Loan Documents, the STAG IV Loan Documents and the STAG V Loan Documents as of the date of disbursement and shall bear interest at the Default Rate (as defined in the Loan Agreement). All such amounts shall be payable by Mortgagor immediately without demand. Nothing contained in this Section shall be construed to require Mortgagee to incur any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. Mortgagor Grantor shall appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the MortgageeBeneficiary or Trustee, and shall pay all costs and expenses, including without limitation cost of evidence of title and reasonable attorneysAttorneys’ feesFees, in any such action or proceeding in which Mortgagee Beneficiary or Trustee may appear, and in any suit brought by Mortgagee Beneficiary to foreclose this Mortgage Deed of Trust or to enforce or establish any other rights or remedies of Mortgagee Beneficiary hereunder. If Mortgagor Grantor fails to perform any of the covenants or agreements contained in this MortgageDeed of Trust within any applicable notice and cure periods provided for in this Deed of Trust, or if any action or proceeding is commenced which affects MortgageeBeneficiary’s or Trustee’s interest in the Security or any part thereof, including, but not limited to, eminent domain, code enforcement, or proceedings of any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or to a decedent, then Mortgagee after compliance with the applicable notice and cure provisions provided for in this Deed of Trust, Beneficiary or Trustee may, but without obligation to do so and without further notice to or demand upon Mortgagor Grantor and without releasing Mortgagor Grantor from any obligation hereunder, make such appearances, disburse such sums and take such action as Mortgagee Beneficiary or Trustee deems necessary or appropriate to protect MortgageeBeneficiary’s or Trustee’s interest, including, but not limited to, disbursement of attorneysreasonable Attorneys’ feesFees, entry upon the Security to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Mortgagee Beneficiary or Trustee appears to be prior or superior hereto. Mortgagor Grantor further agrees to pay all reasonable expenses of Mortgagee incurred upon an Event of Default Beneficiary and Trustee (including without limitation fees Attorney’s Fees and disbursements of counseldisbursements) (i) incident to the protection of the rights of Mortgagee hereunderBeneficiary and Trustee hereunder and the protection and preservation of the Security, or (ii) incident to the enforcement or collection of payment of the Indebtedness, whether by judicial or non-judicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of MortgagorGrantor, or otherwise, or (iii) in connection with any trustee’s sale guaranty or other title insurance coverage ordered in connection with any foreclosure proceedings hereunder. Grantor also agrees to pay all taxes (except federal and state income taxes) and other governmental charges or impositions imposed by any governmental authority on Beneficiary or Trustee by reason of their interest in the Loan Documents. Any amounts disbursed by Mortgagee Beneficiary pursuant to this Section 45 shall be additional indebtedness of Mortgagor Grantor secured by the Loan Documents as of the date of disbursement and shall bear interest at the Default Rate (as defined in the Loan Agreement)Rate. All such amounts shall be payable by Mortgagor Grantor immediately without demand. Nothing contained in this Section shall be construed to require Mortgagee Beneficiary or Trustee to incur any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. Mortgagor Trustor shall appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the MortgageeBeneficiary or Trustee, and shall pay all costs and expenses, including without limitation cost of evidence of title and reasonable attorneys’ feesfees and expenses, in any such action or proceeding in which Mortgagee Beneficiary or Trustee may appear, and in any suit brought by Mortgagee Beneficiary to foreclose this Mortgage Deed of Trust or to enforce or establish any other rights or remedies of Mortgagee Beneficiary hereunder. If Mortgagor Trustor fails to perform any of the covenants or agreements contained in this MortgageDeed of Trust, or if any action or proceeding is commenced which affects MortgageeBeneficiary’s interest in the Security Mortgaged Property or any part thereof, including, but not limited to, including eminent domain, code enforcement, or proceedings of any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or to a decedent, then Mortgagee Beneficiary or Trustee may, but without obligation to do so and upon reasonable notice to Trustor (or without notice to in a case of emergency, or demand upon Mortgagor where the giving of notice is impracticable or where the Tenant or Trustor has abandoned the Mortgaged Property) and without releasing Mortgagor Trustor from any obligation hereunder, make such appearances, disburse such sums and take such action as Mortgagee Beneficiary or Trustee deems reasonably necessary or appropriate to protect MortgageeBeneficiary’s interest, including, but not limited to, including disbursement of reasonable attorneys’ fees, entry upon the Security Mortgaged Property to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Mortgagee either Beneficiary or Trustee appears to be prior or superior hereto. Mortgagor Trustor further agrees to pay all reasonable expenses of Mortgagee incurred upon an Event of Default Beneficiary (including without limitation fees and disbursements of counsel) incident to the protection of the rights of Mortgagee Beneficiary hereunder, or to enforcement or collection of payment of the IndebtednessObligations, whether by judicial or non-judicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of MortgagorTrustor, or otherwise, including costs of collection of judgment and costs of appeal. Any amounts disbursed by Mortgagee Beneficiary or Trustee pursuant to this Section 1.12 shall be additional indebtedness of Mortgagor Trustor secured by this Deed of Trust and each of the Loan Documents as of the date of disbursement and shall bear interest at the Default Rate (as defined variable interest rate set forth in the Loan Agreement). All such amounts shall be payable by Mortgagor immediately without Trustor upon written demand. Nothing contained in this Section 1.12 shall be construed to require Mortgagee Beneficiary or Trustee to incur any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. Mortgagor Trustor agrees that, at any time and from time to time, it will execute and deliver all such further documents and do all such other acts and things as Beneficiary may reasonably request in writing in order to protect the security and priority of the lien created hereby. Trustor shall appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the MortgageeBeneficiary or Trustee, and shall pay all costs and expenses, including without limitation cost of evidence of title and reasonable attorneys’ fees' fees (including, without limitation, the reasonable allocated cost of internal counsel), in any such action or proceeding in which Mortgagee Beneficiary or Trustee may appear, and in any suit brought by Mortgagee Beneficiary to foreclose this Mortgage Deed of Trust or to enforce or establish any other rights or remedies of Mortgagee Beneficiary hereunder. If Mortgagor Trustor fails to perform any of the covenants or agreements contained in this MortgageDeed of Trust, or if any action or proceeding is commenced which affects Mortgagee’s Beneficiary's interest in the Security Mortgaged Property or any part thereof, including, but not limited to, eminent domain, code enforcement, or proceedings of or any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, then Beneficiary or to a decedent, then Mortgagee Trustee may, but without obligation to do so and without notice to or demand upon Mortgagor Trustor and without releasing Mortgagor Trustor from any obligation hereunder, make such appearances, disburse such sums and take such action as Mortgagee Beneficiary or Trustee deems necessary or appropriate to protect Mortgagee’s Beneficiary's interest, including, but not limited to, disbursement of reasonable attorneys’ ' fees, entry upon the Security Mortgaged Property to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Mortgagee either Beneficiary or Trustee appears to be prior or superior hereto. Mortgagor Trustor further agrees to pay all reasonable expenses of Mortgagee incurred upon an Event of Default Beneficiary (including without limitation reasonable fees and disbursements of counsel) incident to the protection of the rights of Mortgagee Beneficiary hereunder, or to enforcement or collection of payment of the Indebtednessany Secured Obligation, whether by judicial or non-judicial nonjudicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of MortgagorTrustor, or otherwise. Any amounts disbursed by Mortgagee Beneficiary or Trustee pursuant to this Section shall be additional indebtedness of Mortgagor a Secured Obligation secured by this Deed of Trust and each of the Loan Documents as of the date of disbursement and shall bear interest at the Default Rate (as defined post-maturity interest rate provided for in Section 2.09(c) of the Loan Credit Agreement). All such amounts shall be payable by Mortgagor Trustor immediately without demand. Nothing contained in this Section shall be construed to require Mortgagee Beneficiary or Trustee to incur any expense, make any appearance, or take any other action. Attorneys' fees of Beneficiary reimbursable hereunder shall include, without limitation, all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel.

Protection of Security; Costs and Expenses. Mortgagor shall appear in ------------------------------------------ and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the Mortgagee, and shall pay all costs and expenses, including without limitation cost of evidence of title and reasonable attorneys’ ' fees, in any such action or proceeding in which Mortgagee may appear, and in any suit brought by Mortgagee to foreclose this Mortgage or to enforce or establish any other rights or remedies of Mortgagee hereunder. If Mortgagor fails to perform any an Event of the covenants or agreements contained in this MortgageDefault shall exist hereunder, or if any action or proceeding is commenced which affects Mortgagee’s 's interest in the Security or any part thereof, including, but not limited to, eminent domain, code enforcement, or proceedings of any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or to a decedent, then Mortgagee may, but without obligation to do so and without upon contemporaneous notice to or but without demand upon Mortgagor and without releasing Mortgagor from any obligation hereunder, make such appearances, disburse such sums and take such action as Mortgagee deems necessary or appropriate to protect Mortgagee’s 's interest, including, but not limited to, disbursement of reasonable attorneys’ ' fees, entry upon the Security to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Mortgagee appears to be prior or superior hereto. Mortgagor further agrees to pay all reasonable expenses of Mortgagee incurred upon an Event of Default (including without limitation fees and disbursements of counsel) incident to the protection of the rights of Mortgagee hereunder, or to enforcement or collection of payment of the Indebtedness, whether by judicial or non-judicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of Mortgagor, or otherwise. Any amounts disbursed by Mortgagee pursuant to this Section shall be additional indebtedness of Mortgagor secured by the Loan Documents as of the date of disbursement and and, if not paid within five (5) Business Days after demand, shall bear interest from the date demand is made therefor until paid at the Default Rate (as defined in the Loan Agreement)Rate. All such amounts shall be payable by Mortgagor immediately without within five (5) Business Days after demand. Nothing contained in this Section shall be construed to require Mortgagee to incur any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. Mortgagor shall appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the Mortgagee, Mortgagee hereunder and shall pay all actual, out-of-pocket costs and expenses, including including, without limitation limitation, cost of evidence of title and reasonable attorneys’ fees' fees and disbursements, in any such action or proceeding in which Mortgagee may appear, and in any suit brought by Mortgagee to foreclose this Mortgage or to enforce or establish any other rights or remedies of Mortgagee hereunder. If Mortgagor fails to perform any an Event of the covenants or agreements contained in Default occurs under this Mortgage, or if any action or proceeding is commenced in which it becomes necessary to defend or uphold the Lien or priority of this Mortgage or which adversely affects Mortgagee’s 's interest in the Security Mortgaged Property or any part thereof, including, but not limited to, eminent domain, code enforcementenforcement of, or proceedings of any nature whatsoever under any federal Legal Requirement affecting the Mortgaged Property or state law, whether now existing or hereafter enacted or amended, relating to involving Mortgagor's bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or to a decedent, then Mortgagee Mortgagee, upon reasonable notice to Mortgagor, may, but without obligation to do so and without notice to or demand upon Mortgagor and without releasing Mortgagor from any obligation hereunder, make such appearances, disburse such sums and take such action as Mortgagee deems reasonably necessary or appropriate to protect Mortgagee’s interest's interest in the Mortgaged Property, including, but not limited to, disbursement of reasonable attorneys’ ' fees, entry upon the Security Mortgaged Property to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Mortgagee appears to be prior or superior hereto. Mortgagor further agrees to pay all expenses of Mortgagee incurred upon an Event of Default (including without limitation fees and disbursements of counsel) incident to the protection All of the rights of Mortgagee hereundercosts, or to enforcement or collection of payment of the Indebtedness, whether by judicial or non-judicial proceedings, or expenses and amounts set forth in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of Mortgagor, or otherwise. Any amounts disbursed by Mortgagee pursuant to this Section shall be additional indebtedness of Mortgagor secured by the Loan Documents as of the date of disbursement and shall bear interest at the Default Rate (as defined in the Loan Agreement). All such amounts 19 shall be payable by Mortgagor immediately without demandMortgagor, on demand and, together with interest thereon at a rate equal to the weighted average of the rates then in effect with respect to the Mortgage Notes, from the date of any such payment by Mortgagee until the date of repayment by Mortgagor, shall be deemed to be Indebtedness hereunder and shall be a Lien on the Mortgaged Property prior to any right, title, interest or claim upon the Mortgaged Property (subject to the provisions of Section 12(d)). Nothing contained in this Section 12 shall be construed to require Mortgagee to incur any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. Mortgagor Trustor agrees that, at any time and from time to time, it will execute and deliver all such further documents and do all such other acts and things as Beneficiary may reasonably request in writing in order to protect the security and priority of the lien created hereby. Trustor shall appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the MortgageeBeneficiary or Trustee, and shall pay all reasonable costs and expenses, including without limitation cost of evidence of title and reasonable attorneys’ feesfees (including, without limitation, the allocated cost of internal counsel), in any such action or proceeding in which Mortgagee Beneficiary or Trustee may appear, and in any suit brought by Mortgagee Beneficiary to foreclose this Mortgage Deed of Trust or to enforce or establish any other rights or remedies of Mortgagee Beneficiary hereunder. If Mortgagor Trustor fails to perform any of the covenants or agreements contained in this MortgageDeed of Trust, or if any action or proceeding is commenced which affects MortgageeBeneficiary’s interest in the Security Mortgaged Property or any part thereof, including, but not limited to, eminent domain, code enforcement, or proceedings of or any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, then Beneficiary or to a decedent, then Mortgagee Trustee may, but without obligation to do so and without notice to or demand upon Mortgagor Trustor and without releasing Mortgagor Trustor from any obligation hereunder, make such appearances, disburse such sums and take such action as Mortgagee Beneficiary or Trustee deems necessary or appropriate to protect MortgageeBeneficiary’s interest, including, but not limited to, disbursement of reasonable attorneys’ fees, entry upon the Security Mortgaged Property to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Mortgagee either Beneficiary or Trustee appears to be prior or superior hereto. Mortgagor Trustor further agrees to pay all reasonable expenses of Mortgagee incurred upon an Event of Default Beneficiary (including without limitation fees and disbursements of counsel) incident to the protection of the rights of Mortgagee Beneficiary hereunder, or to enforcement or collection of payment of the Indebtednessany Secured Obligation, whether by judicial or non-judicial nonjudicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of MortgagorTrustor, or otherwise. Any amounts disbursed by Mortgagee Beneficiary or Trustee pursuant to this Section shall be additional indebtedness of Mortgagor a Secured Obligation secured by this Deed of Trust and each of the Loan Documents to which Trustor is a party as of the date of disbursement and shall bear interest at the Default Rate (as defined post-maturity interest rate provided for in Section 2.10(c) of the Loan Credit Agreement). All such amounts shall be payable by Mortgagor Trustor immediately without demand. Nothing contained in this Section shall be construed to require Mortgagee Beneficiary or Trustee to incur any expense, make any appearance, or take any other action. Attorneys’ fees of Beneficiary reimbursable hereunder shall include all fees and disbursements of any law firm or other external counsel.

Protection of Security; Costs and Expenses. Mortgagor Borrower shall appear in and defend any action or proceeding of which it has notice purporting to affect the security hereof or the rights or powers of the Mortgagee, Lender hereunder and shall pay all costs and expenses, including including, without limitation limitation, cost of evidence of title and reasonable attorneys’ fees' fees and disbursements, in any such action or proceeding in which Mortgagee may appearproceeding, and in any suit brought by Mortgagee Lender to foreclose this Mortgage or to enforce or establish any other rights or remedies of Mortgagee hereunderLender hereunder upon the occurrence and during the continuance of an Event of Default. If Mortgagor fails to perform any an Event of the covenants or agreements contained in Default occurs under this Mortgage, or if any action or proceeding is commenced in which it becomes necessary to defend or uphold the Lien or priority of this Mortgage or which adversely affects Mortgagee’s Lender or Lender's interest in the Security Mortgaged Property or any part thereof, including, but not limited to, eminent domain, code enforcementenforcement of, or proceedings of any nature whatsoever under any federal Legal Requirement affecting the Mortgaged Property or state law, whether now existing or hereafter enacted or amended, relating to involving Borrower's bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or then Lender, upon reasonable notice to a decedentBorrower, then Mortgagee may, but without obligation to do so and without notice to or demand upon Mortgagor and without releasing Mortgagor Borrower from any obligation hereunder, make such appearances, disburse such reasonable sums and take such action as Mortgagee Lender reasonably deems necessary or appropriate to protect Mortgagee’s interestLxxxxx's interest in the Mortgaged Property, including, but not limited to, disbursement of reasonable attorneys’ ' fees, entry upon the Security Mortgaged Property to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the reasonable judgment of Mortgagee Lender appears to be prior or superior hereto; provided, however, that the foregoing shall be subject to Borrower's rights to contest under Section 7(c) hereof and Lender shall not pay or discharge any lien, encumbrance or charge being contested by Borrower in accordance with Section 7(c) hereof. Mortgagor Borrower further agrees to pay all reasonable costs and expenses of Mortgagee incurred upon an Event of Default (Lender including without limitation reasonable attorneys' fees and disbursements of counsel) incident to the protection of the rights of Mortgagee hereunder, or to enforcement or collection of payment of the Indebtedness, whether incurred by judicial or non-judicial proceedings, or Lxxxxx in connection with any bankruptcy(a) the negotiation, insolvencypreparation, arrangementexecution and delivery of this Mortgage, reorganization or the Note and the other debtor relief proceeding Loan Documents, and (b) the enforcement of Mortgagorits rights under this Mortgage, or otherwisethe Note, and the other Loan Documents, but not including ordinary in-house costs of administering the Loan. Any All of the costs, expenses and amounts disbursed by Mortgagee pursuant to set forth in this Section shall be additional indebtedness of Mortgagor secured by the Loan Documents as of the date of disbursement and shall bear interest at the Default Rate (as defined in the Loan Agreement). All such amounts 17 shall be payable by Mortgagor immediately without demandBxxxxxxx, on demand and, together with interest thereon at the Default Rate, if the same are not paid within ten (10) Business Days after demand therefor by Lxxxxx, until the date of repayment by Bxxxxxxx, shall be deemed to be Indebtedness hereunder and shall be a Lien on the Mortgaged Property prior to any right, title, interest or claim upon the Mortgaged Property (subject to the provisions of Section 11(c) hereof). Nothing contained in this Section 17 shall be construed to require Mortgagee Lender to incur any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. Mortgagor shall appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the Mortgagee, and shall pay all costs and expenses, including without limitation cost of evidence of title and reasonable attorneysAttorneys’ feesFees, in any such action or proceeding in which Mortgagee may appear, and in any suit brought by Mortgagee to foreclose this Mortgage or to enforce or establish any other rights or remedies of Mortgagee hereunder. If Mortgagor fails to perform any of the covenants or agreements contained in this Mortgage within any applicable notice and cure periods provided for in this Mortgage, or if any action or proceeding is commenced which affects Mortgagee’s interest in the Security or any part thereof, including, but not limited to, eminent domain, code enforcement, or proceedings of any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or to a decedent, then after compliance with the applicable notice and cure provisions provided for in this Mortgage, Mortgagee may, but without obligation to do so and without further notice to or demand upon Mortgagor and without releasing Mortgagor from any obligation hereunder, make such appearances, disburse such sums and take such action as Mortgagee deems necessary or appropriate to protect Mortgagee’s interest, including, but not limited to, disbursement of attorneysreasonable Attorneys’ feesFees, entry upon the Security to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Mortgagee appears to be prior or superior hereto. Mortgagor further agrees to pay all reasonable expenses of Mortgagee incurred upon an Event of Default (including without limitation fees Attorney’s Fees and disbursements of counseldisbursements) (i) incident to the protection of the rights of Mortgagee hereunder, or (ii) incident to the enforcement or collection of payment of the Indebtedness, whether by judicial or non-judicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of Mortgagor, or otherwise, or (iii) in connection with any title insurance coverage ordered in connection with any foreclosure proceedings hereunder. Mortgagor also agrees to pay all taxes (except federal and state income taxes) and other governmental charges or impositions imposed by any governmental authority on Mortgagee by reason of their interest in the Loan Documents. Any amounts disbursed by Mortgagee pursuant to this Section 45 shall be additional indebtedness of Mortgagor secured by the Loan Documents as of the date of disbursement and shall bear interest at the Default Rate (as defined in the Loan Agreement)Rate. All such amounts shall be payable by Mortgagor immediately without demand. Nothing contained in this Section shall be construed to require Mortgagee to incur any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. Mortgagor Trustor and its property manager, if applicable, shall appear in and defend any action or proceeding purporting to affect the security hereof of this Deed of Trust or any additional or other security for the obligations secured hereby, or the rights or powers of the MortgageeBeneficiary or Trustee, and shall pay all costs and expensesexpenses actually incurred, including including, without limitation limitation, cost of evidence of title and reasonable actual attorneys’ fees, in any such action or proceeding in which Mortgagee Beneficiary or Trustee may appear, and in any suit brought by Mortgagee Beneficiary to foreclose this Mortgage Deed of Trust or to enforce or establish any other rights or remedies of Mortgagee hereunder. Beneficiary hereunder or under any other security for the obligations secured hereby- If Mortgagor Trustor fails to perform any of the covenants or agreements contained in this MortgageDeed of Trust, or if any action or proceeding is commenced which affects MortgageeBeneficiary’s interest in the Security Properly or any part thereof, including, but not limited to, eminent domain, code enforcement, or proceedings of any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or to a decedent, then Mortgagee Beneficiary may, but without obligation to do so and without notice to or demand upon Mortgagor Trustor, perform such covenant or agreement and without releasing Mortgagor from any obligation hereunder, make such appearances, disburse such sums and take such action as Mortgagee deems necessary or appropriate to protect Mortgagee’s interest, including, but not limited to, disbursement of attorneys’ fees, entry upon the Security to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Mortgagee Beneficiary appears to be prior or superior hereto. Mortgagor Trustor shall further agrees to pay all expenses of Mortgagee Beneficiary actually incurred upon an Event of Default (including without limitation reasonable and actual fees and disbursements of counsel) incident to the protection or enforcement of the rights of Mortgagee Beneficiary hereunder, or to and enforcement or collection of payment of the Indebtedness, Note or any Future Advance whether by judicial or non-judicial nonjudicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of MortgagorTrustor, or otherwise. Any amounts disbursed by Mortgagee Beneficiary pursuant to this section or Section 1.11 shall be additional indebtedness of Mortgagor Trustor secured by this Deed of Trust and each of the Loan Documents Related Agreements as of the date of disbursement and shall bear interest at the Default Rate (as defined set forth in the Loan Agreement)Note, from demand until paid. All such amounts shall be payable by Mortgagor Trustor immediately without upon demand. Nothing contained in this Section section shall be construed to require Mortgagee Beneficiary to incur any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. Mortgagor Grantor shall appear ------------------------------------------ in and defend any action or proceeding of which it has notice purporting to affect the security hereof or the rights or powers of the Mortgagee, Beneficiary or Trustee hereunder and shall pay all costs and expenses, including including, without limitation limitation, cost of evidence of title and reasonable attorneys’ fees' fees and disbursements, in any such action or proceeding in which Mortgagee may appearproceeding, and in any suit brought by Mortgagee Beneficiary to foreclose this Mortgage or to enforce or establish any other rights or remedies of Mortgagee hereunderBeneficiary hereunder upon the occurrence and during the continuance of an Event of Default. If Mortgagor fails to perform any an Event of the covenants or agreements contained in Default occurs under this Mortgage, or if any action or proceeding is commenced in which it becomes necessary to defend or uphold the Lien or priority of this Mortgage or which adversely affects Mortgagee’s Beneficiary or Beneficiary's interest in the Security Trust Estate or any part thereof, including, but not limited to, eminent domain, code enforcementenforcement of, or proceedings of any nature whatsoever under any federal Legal Requirement affecting the Trust Estate or state law, whether now existing or hereafter enacted or amended, relating to involving Grantor's bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or then Beneficiary, upon reasonable notice to a decedentGrantor, then Mortgagee may, but without obligation to do so and without notice to or demand upon Mortgagor and without releasing Mortgagor Grantor from any obligation hereunder, make such appearances, disburse such reasonable sums and take such action as Mortgagee Beneficiary reasonably deems necessary or appropriate to protect Mortgagee’s interestBeneficiary's interest in the Trust Estate, including, but not limited to, disbursement of reasonable attorneys’ ' fees, entry upon the Security Trust Estate to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the reasonable judgment of Mortgagee Beneficiary appears to be prior or superior hereto; provided, however, that the foregoing shall be subject to Grantor's rights to contest under Section 7(c) hereof and Beneficiary shall not pay or discharge any ------------ lien, encumbrance or charge being contested by Grantor in accordance with Section 7(c) hereof. Mortgagor Grantor further agrees to pay all reasonable costs and ------------ expenses of Mortgagee incurred upon an Event of Default (Beneficiary or Trustee including without limitation reasonable attorneys' fees and disbursements of counsel) incident to the protection of the rights of Mortgagee hereunder, incurred by Beneficiary or to enforcement or collection of payment of the Indebtedness, whether by judicial or non-judicial proceedings, or Trustee in connection with any bankruptcy(a) the negotiation, insolvencypreparation, arrangementexecution, reorganization or delivery and performance of this Mortgage, the Note and the other debtor relief proceeding Loan Documents, and (b) the performance of Mortgagorits obligations and exercise of its rights under this Mortgage, or otherwisethe Note, and the other Loan Documents. Any All of the costs, expenses and amounts disbursed by Mortgagee pursuant to set forth in this Section shall be additional indebtedness of Mortgagor secured by the Loan Documents as of the date of disbursement and shall bear interest at the Default Rate (as defined in the Loan Agreement). All such amounts 18 shall be payable by Mortgagor immediately without demandGrantor, on demand and, together with interest ---------- thereon at the Default Rate, if the same are not paid within five (5) Business Days after demand therefor by Beneficiary (or Trustee), until the date of repayment by Grantor, shall be deemed to be Indebtedness hereunder and shall be a Lien on the Trust Estate prior to any right, title, interest or claim upon the Trust Estate (subject to the provisions of Section 11 hereof). Nothing ---------- contained in this Section 18 shall be construed to require Mortgagee Beneficiary to incur ---------- any expense, make any appearance, or take any other action.

Protection of Security; Costs and Expenses. Mortgagor and its property manager, if applicable, shall appear in and defend any action or proceeding purporting to affect the security hereof of this Mortgage or any additional or other security for the obligations secured hereby, or the rights or powers of the Mortgagee, and shall pay all costs and expensesexpenses actually incurred, including including, without limitation limitation, cost of evidence of title and reasonable actual attorneys’ ' fees, in any such action or proceeding in which Mortgagee may appear, and in any suit brought by Mortgagee to foreclose this Mortgage or to enforce or establish any other rights or remedies of Mortgagee hereunderhereunder or under any other security for the obligations secured hereby. If Mortgagor fails to perform any of the covenants or agreements contained in this Mortgage, or if any action or proceeding is commenced which affects Mortgagee’s 's interest in the Security Property or any part thereof, including, but not limited to, eminent domain, code enforcement, or proceedings of any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or to a decedent, then Mortgagee may, but without obligation to do so and without notice to or demand upon Mortgagor Mortgagor, perform such covenant or agreement and without releasing Mortgagor from any obligation hereunder, make such appearances, disburse such sums and take such action as Mortgagee deems necessary or appropriate to protect Mortgagee’s interest, including, but not limited to, disbursement of attorneys’ fees, entry upon the Security to make repairs or take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Mortgagee appears to be prior or superior hereto. Mortgagor shall further agrees to pay all expenses of Mortgagee actually incurred upon an Event of Default (including without limitation reasonable and actual fees and disbursements of counsel) incident to the protection or enforcement of the rights of Mortgagee hereunder, or to and enforcement or collection of payment of the Indebtedness, Note or any Future Advance whether by judicial or non-judicial nonjudicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of Mortgagor, or otherwise. Any amounts disbursed by Mortgagee pursuant to this Section section or section 1.11 shall be additional indebtedness of Mortgagor secured by this Mortgage and each of the Loan Documents Related Agreements as of the date of disbursement and shall bear interest at the Default Rate (as defined set forth in the Loan Agreement)Note, from demand until paid. All such amounts shall be payable by Mortgagor immediately without upon demand. Nothing contained in this Section section shall be construed to require Mortgagee to incur any expense, make any appearance, or take any other action.