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2®060988.
<br />(d) In the event of the sale or transfer by operation of law or otherwise of all
<br />or any part of the Mortgaged Property, Beneficiary, without notice, is hereby
<br />authorized and empowered to deal with any such vendee or transferee with
<br />reference to the Mortgaged Property or the Secured Obligations or with reference
<br />to any of the terms, covenants, conditions or agreements hereof, as fully and to
<br />the same extent as it might deal with the original parties hereto and without in any
<br />way releasing or discharging any liabilities, obligations or undertakings
<br />(including, without limitation, the restrictions upon transfer contained in
<br />Paragraph 5 above).
<br />24. Further Assurances. At any time and from time to time, upon request by
<br />Beneficiary, Grantor will make, execute and deliver, or cause to be made,
<br />executed and delivered, to Beneficiary and, where appropriate, cause to be
<br />recorded and/or filed and from time to time thereafter to be re- recorded and/or
<br />refiled at such time and in such offices and places as shall be deemed desirable by
<br />Beneficiary, any and all such other and further assignments, mortgages, security
<br />agreements, financing statements, continuation statements, instruments of further
<br />assurance, certificates and other documents as may, in the opinion of Beneficiary,
<br />be necessary or desirable in order to effectuate, complete, or perfect, or to
<br />continue and preserve (a) the obligations of Grantor under this Deed of Trust, and
<br />(b) the Lien created by this Deed of Trust upon the Mortgaged Property. Upon
<br />any failure by Grantor so to do, Beneficiary may make, execute, record, file,
<br />re- record and/or refile any and all such assignments, mortgages, security
<br />agreements, financing statements, continuation statements, instruments,
<br />certificates, and documents for and in the name of Grantor, and Grantor hereby
<br />irrevocably appoints Beneficiary the agent and attorney in fact of Grantor so to
<br />do.
<br />25. Subrogation. Beneficiary shall be subrogated to all right, title, Lien or
<br />equity of all persons to whom Beneficiary may have paid any monies in
<br />settlement of Liens or in acquisition of title or for its benefit hereunder, or for the
<br />benefit or account of Grantor or subsequently paid under any provisions hereof.
<br />26. Time of the Essence. Time is of the essence with respect to each and
<br />every covenant, agreement and obligation of Grantor under this Deed of Trust and
<br />any and all other Loan Documents.
<br />27. Beneficiary's Fees and Expenses; Indemnification. (a) Without in any
<br />way limiting any other reimbursement obligations contained under the other Loan
<br />Documents, the Grantor agrees to pay upon demand to the Beneficiary the amount
<br />of any and all reasonable expenses, including the reasonable fees, disbursements
<br />and other charges of its counsel and of any experts or agents, which the
<br />Beneficiary may incur in connection with the exercise, enforcement or protection
<br />of any of the rights of the Beneficiary hereunder.
<br />(b) Without limitation of its indemnification obligations under the
<br />other Loan Documents, the Grantor agrees to indemnify the Beneficiary and the
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<br />MA
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