Common use of Alienation and Further Encumbrances Clause in Contracts

Alienation and Further Encumbrances. (a) Grantor acknowledges that Grantee has relied upon the principals of Grantor and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION 4.6 hereof, in the event that the Property or any part thereof or interest therein shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of SECTION 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor shall be divested of its title to the Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee being first obtained, which consent may be withheld in Grantee's sole discretion, then the same shall constitute an Event of Default hereunder and Grantee shall have the right, at its option, to declare any or all of the indebtedness secured hereby, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE III hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section: (i) in the event either Grantor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% of the issued and outstanding capital stock of Grantor or any of its general partners or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Property; and (ii) in the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, a joint venture or a limited liability company, a change in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or managing member in Grantor or such general partner (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Property. Notwithstanding the foregoing, however, (i) limited partnership or non- managing member interests in Grantor or in any general partner or managing member of Grantor shall be freely transferable without the consent of Grantee, (ii) any involuntary transfer caused by the death of Grantor or any general partner, shareholder, joint venturer, or beneficial owner of a trust shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property remain unchanged as a result of such death or any replacement management is approved by Grantee and (iii) gifts for estate planning purposes of any individual's interests in Grantor or in any of Grantor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Grantor remain unchanged following such gift or any replacement management is approved by Grantee.

Alienation and Further Encumbrances. (a) Grantor Mortgagor acknowledges that Grantee Mortgagee has relied upon the principals of Grantor Mortgagor and their experience in owning and operating the Mortgaged Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Mortgaged Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION 4.6 Section 16.4 hereof, in the event that the Mortgaged Property or any part thereof or direct or indirect interest therein shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of SECTION 1.12 Section 6.2 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor Mortgagor shall be divested of its title to the Mortgaged Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Mortgagee being first obtained, which consent may be withheld in Grantee's Mortgagee’s sole discretion, then the same shall constitute an Event of Default hereunder and Grantee Mortgagee shall have the right, at its option, to declare any or all of the indebtedness secured herebyDebt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE III Article XV hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section, each of the following shall be deemed to be a transfer of an interest in the Mortgaged Property: (i) in the event either Grantor Mortgagor or any of its general shareholders, partners or managing members is a corporation or trust, the direct or indirect sale, conveyance, transfer transfer, disposition, alienation, hypothecation or disposition encumbering of more than 1049% (in one or more related transactions) of the issued and outstanding capital stock of Grantor Mortgagor or any of its general shareholders, partners or members or of the beneficial interest of such trust (or the issuance of new shares of capital stock of any of them (in Grantor one or a series of transactions) such that, after giving effect to such issuance and any prior issuance, more than forty-nine percent (49%) in the aggregate of the outstanding capital stock of Mortgagor or any of its general shareholders, partners or managing members so that immediately after is owned by any person or entity and their affiliates unless such issuance person or entity and their affiliates owned more than forty-nine percent (49%) of the total outstanding capital stock then issued and outstanding is more than 110% of Mortgagor or such shareholder, partner or member as of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Propertydate hereof); and (ii) in the event Grantor Mortgagor or any general partner or managing member of Grantor Mortgagor is an individual or an entity other than a limited corporation or general partnershiptrust, a joint venture direct or a limited liability company, a indirect change in the ownership interests in Mortgagor or any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the direct or indirect sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest interests of Mortgagor or of any such general partner, joint venturer or managing member in Grantor Mortgagor or of such general partner or member (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Property. Notwithstanding the foregoing, however, (i) up to (but not more than) 49% of the limited partnership partner or non- non-managing member interests in Grantor or in any Mortgagor (but not interests held by a general partner or managing member of Grantor member) shall be freely transferable without Mortgagee’s consent so long as, after giving effect to such transfer and any prior transfers, no more than forty-nine percent (49%) in the consent aggregate of Granteesuch limited partner or non-managing member interests in Mortgagor are owned by any person or entity and their affiliates unless such person or entity and their affiliates owned more than a forty-nine percent (49%) limited partner or non-managing member interest in Mortgagor as of the date hereof (provided that if, after giving effect to any such transfer and all prior transfers, more than forty-nine percent (49%) in the aggregate of such limited partner or non-managing member interests in Mortgagor are owned by any person or entity and their affiliates that owned less than a forty-nine percent (49%) limited partner or non-managing member interest in Mortgagor as of the date hereof, Mortgagee shall receive (x) a non-consolidation opinion acceptable to Mortgagee and the Rating Agencies and (y) confirmation in writing from the Rating Agencies that rate the securities issued with respect to a securitization of the Loan to the effect that the transfer will not result in a qualification, downgrade or withdrawal of any rating initially assigned or to be assigned to the securities so issued), (ii) any involuntary transfer caused by the death of Grantor or any general partner, shareholder, joint venturer, venturer or member of Mortgagor or beneficial owner of a trust shall not be an Event of Default under this Security Deed Mortgage so long as Grantor Mortgagor is promptly reconstituted, if required, following such death and so long as those persons responsible for the management of the Mortgaged Property and Mortgagor remain unchanged as a result of such death or any replacement management is approved by Grantee Mortgagee, and (iii) gifts for estate planning purposes of any individual's ’s interests in Grantor Mortgagor or in any of Grantor's general Mortgagor’s partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed Mortgage so long as Grantor Mortgagor is promptly reconstituted, if required, following such gift and so long as those persons responsible for the management of the Mortgaged Property and Grantor Mortgagor remain unchanged following such gift or any replacement management is approved by GranteeMortgagee.

Alienation and Further Encumbrances. (a) Grantor Mortgagor acknowledges that Grantee Mortgagee has relied upon the principals of Grantor Mortgagor and their experience in owning and operating the Mortgaged Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Mortgaged Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION Section 4.6 hereof, in the event that the Mortgaged Property or any part thereof or interest therein shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except pursuant to Tenants of space in the Improvements in accordance with the provisions of SECTION 1.12 hereofPercentage Lease and except for condemnation), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor Mortgagor shall be divested of its title to the Mortgaged Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Mortgagee being first obtained, which consent may be withheld in Grantee's Mortgagee’s or any Rating Agency’s sole discretion, then the same shall constitute an Event of Default hereunder and Grantee Mortgagee shall have the right, at its option, to declare any or all of the indebtedness secured herebyDebt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE Article III hereof. If Without limiting the conditions of Section 1.13(b) below, Mortgagee reserves the right to condition any consent required hereunder related to a proposed transferee of the Mortgaged Property or any part thereof or any direct or indirect interest therein or in Mortgagor upon payment of a transfer fee of not less than one percent (1%) of the principal balance of the Note and all of Mortgagee’s expenses incurred in connection with such acceleration is during transfer, the approval by Mortgagee of the proposed transferee, the proposed transferee’s continued compliance with the representations, warranties and covenants set forth herein, or such other conditions as Mortgagee shall determine in its sole discretion to be in the interest of Mortgagee; provided, however, such one percent (1%) transfer fee shall be waived in connection with a merger of the REIT (i.e., Apple Hospitality Two, Inc., a Virginia corporation) with another entity so long as the surviving entity has an aggregate net worth, as reasonably determined by Mortgagee, not less than the greater of (i) the then-current net worth of the REIT or (ii) the net worth of the REIT as of the date hereof, and Mortgagee shall not unreasonably withhold, condition or delay its approval of any period when a prepayment fee is payable pursuant such merger, provided the general conditions of Section 1.13(b)(1), (2), (3) (excluding only the one-half of one percent (0.50%) transfer fee), (4), (5), (7), (8), (10), (11) (as to any successor entity, if not the REIT), (12) and (13) are or remain otherwise satisfied concerning the REIT or any successor by merger to the provisions set forth REIT, and to the extent the same subsections are applicable to the consummation of such transaction taking into account that such transaction is a merger or transfer of indirect interests in the Note, then, in addition to all Mortgagor and not a Sale of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor were prepaying the entire indebtedness secured hereby on the date of such accelerationMortgaged Property. For the purposes of this Section: (i) in the event either Grantor Mortgagor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 1050% of the issued and outstanding capital stock of Grantor Mortgagor or any of its general partners or members or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor Mortgagor or any of its general partners or managing members so that immediately after such issuance (in one or a series of transactions) the total capital stock then issued and outstanding is more than 110150% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Mortgaged Property; and (ii) in the event Grantor Mortgagor or any general partner or managing member of Grantor Mortgagor is a limited or general partnership, a joint venture or a limited liability company, a change of more than 50% in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, dispositiondisposition or alienation of more than 50% of, alienation, or the hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or managing member in Grantor Mortgagor or such general partner or managing member (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Mortgaged Property. Notwithstanding the foregoing, however, (i) limited partnership or non- and/or non-managing member interests in Grantor Mortgagor or in any general partner or managing member of Grantor Mortgagor shall be freely transferable without the consent of GranteeMortgagee so long as following such transfer, no more than 49% of the beneficial economic interest in Mortgagor (whether directly or indirectly) has been transferred in the aggregate and the persons responsible for the management and control of the Mortgaged Property and Mortgagor as of the date hereof remain in legal, beneficial and actual control and management of the Mortgaged Property and Mortgagor, (ii) any involuntary transfer caused by the death of Grantor Mortgagor or any general partner, shareholder, joint venturer, member or beneficial owner of a trust shall not be an Event of Default under this Security Deed Mortgage so long as Grantor Mortgagor is reconstituted, if required, following such death and so long as those persons primarily responsible for the management of the Mortgaged Property and Mortgagor remain unchanged as a result of such death or any replacement management is approved by Grantee Mortgagee, (iii) shares in the REIT may be offered and sold to investors in an offering of such shares which has been registered with the Securities and Exchange Commission, or is exempt from registration, without regard to the limits referred to above and (iiiiv) gifts for estate planning purposes of any individual's ’s interests in Grantor Mortgagor or in any of Grantor's Mortgagor’s general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed Mortgage so long as Grantor Mortgagor is reconstituted, if required, following such gift and so long as those persons primarily responsible for the management of the Mortgaged Property and Grantor Mortgagor remain unchanged following such gift or any replacement management is approved by GranteeMortgagee, which approval may be conditioned upon, among other things, receipt by Mortgagee of a no-downgrade confirmation from each Rating Agency (as hereinafter defined). Notwithstanding any provision of this Mortgage to the contrary, but without otherwise restricting a possible merger of the REIT as provided under the terms of the third sentence of this Section 1.13(a) above, no person or entity may become an owner of a direct or indirect interest in Mortgagor, which interest exceeds forty-nine (49%) percent, without Mortgagee’s written consent in each instance and a written statement from the applicable Rating Agency to the effect that the transfer of interest will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such transfer for any securities issued in connection with a Secondary Market Transaction (as hereinafter defined).

Alienation and Further Encumbrances. (a) Grantor Mortgagor acknowledges that Grantee Mortgagee has relied upon the principals of Grantor Mortgagor and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION 4.6 hereof, in the event that the Property or any part thereof or interest therein shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of SECTION 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor Mortgagor shall be divested of its title to the Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Mortgagee being first obtained, which consent may be withheld in GranteeMortgagee's sole discretion, then the same shall constitute an Event of Default hereunder and Grantee Mortgagee shall have the right, at its option, to declare any or all of the indebtedness secured hereby, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE III hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor Mortgagor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section: (i) in the event either Grantor Mortgagor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% of the issued and outstanding capital stock of Grantor Mortgagor or any of its general partners or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor Mortgagor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Property; and (ii) in the event Grantor Mortgagor or any general partner or managing member of Grantor Mortgagor is a limited or general partnership, a joint venture or a limited liability company, a change in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or managing member in Grantor Mortgagor or such general partner (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Property. Notwithstanding the foregoing, however, (i) limited partnership or non- non-managing member interests in Grantor Mortgagor or in any general partner or managing member of Grantor Mortgagor shall be freely transferable without the consent of GranteeMortgagee, (ii) any involuntary transfer caused by the death of Grantor Mortgagor or any general partner, shareholder, joint venturer, or beneficial owner of a trust shall not be an Event of Default under this Security Deed Mortgage so long as Grantor Mortgagor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property remain unchanged as a result of such death or any replacement management is approved by Grantee Mortgagee and (iii) gifts for estate planning purposes of any individual's interests in Grantor Mortgagor or in any of GrantorMortgagor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed Mortgage so long as Grantor Mortgagor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Grantor Mortgagor remain unchanged following such gift or any replacement management is approved by GranteeMortgagee.

Alienation and Further Encumbrances. (a) Grantor acknowledges that Grantee Beneficiary has relied upon the principals of Grantor and their experience in owning and operating the Trust Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Trust Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION Section 4.6 hereof, in the event that the Trust Property or any part thereof or interest therein shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of SECTION Section 1.12 hereofhereof and except for condemnation), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor shall be divested of its title to the Trust Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Beneficiary being first obtained, which consent may be withheld in GranteeBeneficiary's sole discretion, then the same shall constitute an Event of Default hereunder and Grantee Beneficiary shall have the right, at its option, to declare any or all of the indebtedness secured herebyDebt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE Article III hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section: (i) in the event either Grantor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 1050% of the issued and outstanding capital stock of Grantor or any of its general partners or members or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor or any of its general partners or managing members so that immediately after such issuance (in one or a series of transactions) the total capital stock then issued and outstanding is more than 110150% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Trust Property; and (ii) in the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, a joint venture or a limited liability company, a change of more than 50% in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or managing member in Grantor or such general partner or managing member (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Trust Property. Notwithstanding the foregoing, however, (i) limited partnership or non- managing member interests in Grantor or in any general partner or managing member of Grantor shall be freely transferable without the consent of GranteeBeneficiary, (ii) any involuntary transfer caused by the death of Grantor or any general partner, shareholder, joint venturer, member or beneficial owner of a trust shall not be an Event of Default under this Security Deed of Trust so long as Grantor is reconstituted, if required, following such death and so long as those persons primarily responsible for the management of the Trust Property and Grantor remain unchanged as a result of such death or any replacement management is approved by Grantee Beneficiary, (iii) shares in the REIT may be offered and sold to investors in an offering of such shares which has been registered with the Securities and Exchange Commission, or is exempt from such registration, without regard to the limits referred to above, and (iiiiv) gifts for estate planning purposes of any individual's interests in Grantor or in any of Grantor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed of Trust so long as Grantor is reconstituted, if required, following such gift and so long as those persons primarily responsible for the management of the Trust Property and Grantor remain unchanged following such gift or any replacement management is approved by GranteeBeneficiary.

Alienation and Further Encumbrances. (a) Grantor Borrower acknowledges that Grantee Lender has relied upon the principals of Grantor Borrower and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of the loan evidenced by the NoteSun Villa Loan. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION 4.6 Section 5.5 hereof, in the event that the Property or any part thereof or interest therein shall be soldsold (including any installment sales agreement), conveyed, disposed of, alienated, hypothecated, leased (except to Tenants tenants of space in the Improvements in accordance with the provisions of SECTION Section 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor Borrower shall be divested of its title to the Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Lender being first obtained, which consent may be withheld in GranteeLender's sole discretion, then the same shall constitute an Event of Default hereunder and Grantee Lender shall have the right, at its option, to declare any or all of the indebtedness secured hereby, irrespective of the maturity date specified in any of the NoteNotes, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE Article III hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the NoteNotes, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor Borrower were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section: (i) in the event either Grantor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% of the issued and outstanding capital stock of Grantor or any of its general partners or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Property; and (ii) in the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, a joint venture or a limited liability company, a change in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation hypothecation, pledge or encumbering (whether voluntarily or involuntarily) of all or any portion of the ownership interest in (or, directly or indirectly through constituent parties, any of any such general partner, joint venturer or managing member in Grantor or such general partner (whether in the form of a ultimate beneficial or partnership ownership interest or in the form of a power of direction, control or management, or otherwise), in) Borrower shall be deemed to be a transfer of an interest in the Property. Notwithstanding the foregoing, however, (i) limited partnership transfers or non- managing member assignments of ownership interests in Grantor or in any general partner or managing member of Grantor shall Borrower (and/or its constituent parties) may be freely transferable undertaken without the consent of Grantee, (ii) any involuntary transfer caused by the death of Grantor or any general partner, shareholder, joint venturer, or beneficial owner of a trust shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such death and so long as those persons responsible for the management Lender in each of the Property remain unchanged as a result of such death or any replacement management is approved by Grantee and (iii) gifts for estate planning purposes of any individual's interests in Grantor or in any of Grantor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Grantor remain unchanged following such gift or any replacement management is approved by Grantee.circumstances:

Alienation and Further Encumbrances. (a) Grantor Mortgagor acknowledges that Grantee Mortgagee has relied upon the principals of Grantor Mortgagor and their experience in owning and operating the Mortgaged Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Mortgaged Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION Section 4.6 hereof, in the event that the Mortgaged Property or any part thereof or interest therein shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except pursuant to Tenants of space in the Improvements in accordance with the provisions of SECTION 1.12 hereofLease), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor Mortgagor shall be divested of its title to the Mortgaged Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Mortgagee being first obtained, which consent may be withheld in GranteeMortgagee's sole discretion, then the same shall constitute an Event of Default hereunder and Grantee Mortgagee shall have the right, at its option, to declare any or all of the indebtedness secured herebyDebt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE Article III hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section: (i) in the event either Grantor Mortgagor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% of the issued and outstanding capital stock of Grantor Mortgagor or any of its general partners or members or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor Mortgagor or any of its general partners or managing members so that immediately after such issuance (in one or a series of transactions) the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Mortgaged Property; and (ii) in the event Grantor Mortgagor or any general partner or managing member of Grantor Mortgagor is a limited or general partnership, a joint venture or a limited liability company, a change in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or managing member in Grantor Mortgagor or such general partner or managing member (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Mortgaged Property. Notwithstanding the foregoing, however, (i) limited partnership or non- managing member interests in Grantor Mortgagor or in any general partner or managing member of Grantor Mortgagor shall be freely transferable without the consent of GranteeMortgagee, (ii) any involuntary transfer caused by the death of Grantor Mortgagor or any general partner, shareholder, joint venturer, member or beneficial owner of a trust shall not be an Event of Default under this Security Deed Mortgage so long as Grantor Mortgagor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Mortgaged Property and Mortgagor remain unchanged as a result of such death or any replacement management is approved by Grantee Mortgagee, and (iii) gifts for estate planning purposes of any individual's interests in Grantor Mortgagor or in any of GrantorMortgagor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed Mortgage so long as Grantor Mortgagor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Mortgaged Property and Grantor Mortgagor remain unchanged following such gift or any replacement management is approved by GranteeMortgagee.

Alienation and Further Encumbrances. (a) Grantor acknowledges that Grantee Beneficiary has relied upon the principals of Grantor and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of the loan evidenced by the NoteLoan. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION 4.6 Section 5.5 hereof, in the event that the Property or any part thereof or interest therein shall be soldsold (including any installment sales agreement), conveyed, disposed of, alienated, hypothecated, leased (except to Tenants tenants of space or overnight guests and users of banquet or meeting facilities in the Improvements in accordance with the provisions of SECTION Section 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor shall be divested of its title to the Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Beneficiary being first obtained, which consent may be withheld in GranteeBeneficiary's sole discretion, then the same shall constitute an Event of Default a default hereunder and Grantee Beneficiary shall have the right, at its option, to declare any or all of the indebtedness secured hereby, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE Article III hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section: (i) in the event either Grantor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% of the issued and outstanding capital stock of Grantor or any of its general partners or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Property; and (ii) in the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, a joint venture or a limited liability company, a change in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation hypothecation, pledge or encumbering (whether voluntarily or involuntarily) of all or any portion of the ownership interest in (or, directly or indirectly through constituent parties, any of any such general partner, joint venturer or managing member in the ultimate beneficial ownership interest in) Grantor or such general partner (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Property. Notwithstanding the foregoing, however, (i) limited partnership transfers or non- managing member assignments of ownership interests in Grantor (or in any general partner or managing member of Grantor shall its constituent parties) may be freely transferable undertaken without the consent of Grantee, (ii) any involuntary transfer caused by Beneficiary in the death of Grantor or any general partner, shareholder, joint venturer, or beneficial owner of a trust shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property remain unchanged as a result of such death or any replacement management is approved by Grantee and (iii) gifts for estate planning purposes of any individual's interests in Grantor or in any of Grantor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Grantor remain unchanged following such gift or any replacement management is approved by Grantee.circumstances:

Alienation and Further Encumbrances. (a) Grantor acknowledges that Grantee Beneficiary has relied upon the principals of Grantor and their experience in owning and operating the Trust Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Trust Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION Section 4.6 hereof, in the event that the Trust Property or any part thereof or interest therein shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except pursuant to Tenants of space in the Improvements in accordance with the provisions of SECTION 1.12 hereofPercentage Lease and except for condemnation), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor shall be divested of its title to the Trust Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Beneficiary being first obtained, which consent may be withheld in GranteeBeneficiary's sole discretion, then the same shall constitute an Event of Default hereunder and Grantee Beneficiary shall have the right, at its option, to declare any or all of the indebtedness secured herebyDebt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE Article III hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section: (i) in the event either Grantor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 1050% of the issued and outstanding capital stock of Grantor or any of its general partners or members or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor or any of its general partners or managing members so that immediately after such issuance (in one or a series of transactions) the total capital stock then issued and outstanding is more than 110150% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Trust Property; and (ii) in the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, a joint venture or a limited liability company, a change of more than 50% in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, dispositiondisposition or alienation of more than 50% of, alienation, or the hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or managing member in Grantor or such general partner or managing member (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Trust Property. Notwithstanding the foregoing, however, (i) limited partnership or non- managing member interests in Grantor or in any general partner or managing member of Grantor shall be freely transferable without the consent of GranteeBeneficiary, (ii) any involuntary transfer caused by the death of Grantor or any general partner, shareholder, joint venturer, member or beneficial owner of a trust shall not be an Event of Default under this Security Deed of Trust so long as Grantor is reconstituted, if required, following such death and so long as those persons primarily responsible for the management of the Trust Property and Grantor remain unchanged as a result of such death or any replacement management is approved by Grantee Beneficiary, (iii) shares in the REIT may be offered and sold to investors in a public offering of such shares which has been registered with the Securities and Exchange Commission without regard to the limits referred to above and (iiiiv) gifts for estate planning purposes of any individual's interests in Grantor or in any of Grantor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed of Trust so long as Grantor is reconstituted, if required, following such gift and so long as those persons primarily responsible for the management of the Trust Property and Grantor remain unchanged following such gift or any replacement management is approved by GranteeBeneficiary.

Alienation and Further Encumbrances. (a) Grantor Borrower acknowledges that Grantee Lender has relied upon the principals of Grantor Borrower and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION 4.6 Section 6.6 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of SECTION 1.12 Section 2.8 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor Borrower shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarilyinvoluntarily (each, a “Transfer”), without the prior written consent of Grantee Lender being first obtained, which consent may be withheld in Grantee's Lender’s sole discretion, then the same shall constitute an Event of Default hereunder and Grantee Lender shall have the right, at its option, to declare any or all of the indebtedness secured herebyDebt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE III Article V hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to A Transfer within the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes meaning of this SectionSection 2.9 shall be deemed to include, among other things: (i) in an installment sales agreement wherein Borrower agrees to sell the event either Grantor Property or any of its general partners or managing members is part thereof for a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% of the issued and outstanding capital stock of Grantor or any of its general partners or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed price to be a transfer of an interest paid in the Propertyinstallments; and (ii) in the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, a joint venture an agreement by Borrower leasing all or a limited liability companysubstantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, a change in the ownership interests in any general partner, any joint venturer assignment or any managing member, either voluntarily, involuntarily or otherwiseother transfer of, or the salegrant of a security interest in, conveyanceBorrower’s right, transfer, disposition, alienation, hypothecation or encumbering of all title and interest in and to any Leases or any portion of the interest of any such general partner, joint venturer or managing member in Grantor or such general partner (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Property. Notwithstanding the foregoing, however, (i) limited partnership or non- managing member interests in Grantor or in any general partner or managing member of Grantor shall be freely transferable without the consent of Grantee, (ii) any involuntary transfer caused by the death of Grantor or any general partner, shareholder, joint venturer, or beneficial owner of a trust shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such death Rents and so long as those persons responsible for the management of the Property remain unchanged as a result of such death or any replacement management is approved by Grantee and (iii) gifts for estate planning purposes of any individual's interests in Grantor or in any of Grantor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Grantor remain unchanged following such gift or any replacement management is approved by GranteeProfits.

Alienation and Further Encumbrances. (a) Grantor Mortgagor acknowledges that Grantee Mortgagee has relied upon the principals of Grantor Mortgagor and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION 4.6 Section 5.6 hereof, in the event that the Property or any part thereof or interest of Mortgagor therein shall be sold, subject to and in accordance with the provisions hereof (including, without limitation, the provisions of Section 1.13(b) hereof, it being agreed that, without limiting the foregoing, the assumption fee identified in Section 1.13(b)(3) hereof shall be payable in connection with any such sale), conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements under Leases which are approved, or deemed approved, in accordance with the provisions of SECTION Section 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor Mortgagor shall be divested of its title to the Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Mortgagee being first obtained, which consent may be withheld in GranteeMortgagee's sole discretion, then then, the same shall constitute an Event of Default hereunder and Grantee Mortgagee shall have the right, at its option, to declare any or all of the indebtedness secured hereby, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE Article III hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor Mortgagor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section: Section 1.13 (a): (i) in the event either Grantor Mortgagor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% of the issued and outstanding capital stock of Grantor Mortgagor or any of its general partners or managing members or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor Mortgagor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Property; , and (ii) in the event Grantor Mortgagor or any general partner or managing member of Grantor Mortgagor is a limited or general partnership, a joint venture or a limited liability company, a change in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or managing member in Grantor Mortgagor or such general partner (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Property. Notwithstanding the foregoing, however, (i1) limited partnership or non- and/or non-managing member and/or non-controlling shareholder interests in Grantor Mortgagor or in any general partner or managing member of Grantor Mortgagor shall be freely transferable without the consent of GranteeMortgagee to a wholly-owned subsidiary of any Affiliate (as defined in Section 1.33) of Mortgagor which has a net worth of at least $50,000,000 at the time of transfer, $50,000,000 as determined by Mortgagee in its sole discretion, provided that at least ten (10) days notice of such transfer is given to Mortgagee, together with evidence reasonably satisfactory to Mortgagee of such net worth, (ii2) any involuntary transfer caused by the death of Grantor Mortgagor or any general partner, shareholder, joint venturer, or beneficial owner of a trust shall not be an Event of Default a default under this Security Deed Mortgage so long as Grantor Mortgagor is reconstituted, if required, following such death and so long as those persons responsible for the management of Mortgagor and the Property remain unchanged as a result of such death or any replacement management is approved by Grantee and Mortgagee, (iii3) gifts for estate planning purposes of any individual's interests in Grantor Mortgagor or in any of GrantorMortgagor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed Mortgage so long as Grantor Mortgagor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Grantor Mortgagor remain unchanged following such gift or any replacement management is approved by GranteeMortgagee and (4) the sale or transfer of stock or interest in Corporate Property Associates 14 Incorporated, Corporate Property Associates 15 Incorporated, Corporate Property Associates 12 Incorporated, Corporate Property Associates 16-Global Incorporated, Xxxxx Institutional Properties Incorporated or W.P. Xxxxx & Co. LLC shall not be an Event of Default under this Mortgage so long as the applicable company whose stock or interest is being sold or transferred is required to file, with respect to the equity interests of such company, periodic reports with the Securities and Exchange Commission under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended.

Alienation and Further Encumbrances. (a) Grantor Mortgagor acknowledges that Grantee Mortgagee has relied upon the principals of Grantor Mortgagor and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION Section 4.6 hereof, in the event that the Property or any part thereof or interest therein shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements under Leases which are approved, or deemed approved, in accordance with the provisions of SECTION Section 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor Mortgagor shall be divested of its title to the Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Mortgagee being first obtained, which consent may be withheld in GranteeMortgagee's sole discretion, then then, the same shall constitute an Event of Default hereunder and Grantee Mortgagee shall have the right, at its option, to declare any or all of the indebtedness secured hereby, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE Article III hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section: Section 1.13(a): (i) in the event either Grantor or Mortgagor or, if applicable, any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 1050% of the issued and outstanding capital stock of Grantor Mortgagor or any of its general partners or managing members or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor Mortgagor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Property; , and (ii) in the event Grantor Mortgagor or any general partner or managing member of Grantor Mortgagor is a limited or general partnership, a joint venture or a limited liability company, a change in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or managing member in Grantor Mortgagor or such general partner (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Property. Notwithstanding the foregoing, however, (i1) limited partnership or non- and/or non-managing member interests in Grantor Mortgagor or in any general partner or managing member of Grantor Mortgagor shall be freely transferable without the consent of GranteeMortgagee, and (ii2) any involuntary transfer caused by the death of Grantor Mortgagor or any general partner, shareholder, joint venturer, or beneficial owner of a trust shall not be an Event of Default a default under this Security Deed Mortgage so long as Grantor Mortgagor is reconstituted, if required, following such death and so long as those persons responsible for the management of Mortgagor and the Property remain unchanged as a result of such death or any replacement management is approved by Grantee Mortgagee, and (iii3) gifts for estate planning purposes of any individual's interests in Grantor Mortgagor or in any of GrantorMortgagor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed Mortgage so long as Grantor Mortgagor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Grantor Mortgagor remain unchanged following such gift or any replacement management is approved by GranteeMortgagee.

Alienation and Further Encumbrances. (a) Grantor Mortgagor acknowledges that Grantee Mortgagee has relied upon the principals of Grantor Mortgagor and their experience in owning the ownership and operating organizational structure of the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property Mortgagor in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION Section 4.6 hereof, in the event that the Property or any part thereof or interest therein shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of SECTION Section 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor Mortgagor shall be divested of its title to the Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Mortgagee being first obtained, which consent may be withheld in GranteeMortgagee's sole discretion, then the same shall constitute an Event of Default a default hereunder and Grantee Mortgagee shall have the right, at its option, to declare any or all of the indebtedness secured hereby, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE Article III hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor Mortgagor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section: (i) in the event either Grantor Mortgagor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% any of the issued and outstanding capital stock of Grantor Mortgagor or any of its general partners members or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor Mortgagor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuancemembers) shall be deemed to be a transfer of an interest in the Property; and (ii) in the event Grantor Mortgagor or any general partner or managing member members of Grantor Mortgagor is a limited or general partnership, a joint venture or a limited liability company, a change in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or managing member in Grantor Mortgagor or such general partner member (whether in the form of a beneficial or partnership membership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Property. Notwithstanding the foregoing, however, (i) limited partnership or non- managing member interests in Grantor or in any general partner or managing member of Grantor shall be freely transferable without the consent of Grantee, (ii) any involuntary transfer caused by the death of Grantor or any general partner, shareholder, joint venturer, or beneficial owner of a trust shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property remain unchanged as a result of such death or any replacement management is approved by Grantee and (iii) gifts for estate planning purposes of any individual's interests in Grantor or in any of Grantor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Grantor remain unchanged following such gift or any replacement management is approved by Grantee.

Alienation and Further Encumbrances. (a) Grantor acknowledges that Grantee Beneficiary has relied upon the principals of Grantor and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of the loan evidenced by the NoteLoan. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION 4.6 Section 5.5 hereof, in the event that the Property or any part thereof or interest therein shall be soldsold (including any installment sales agreement), conveyed, disposed of, alienated, hypothecated, leased (except to Tenants tenants of space or overnight guests and users of banquet or meeting facilities in the Improvements in accordance with the provisions of SECTION Section 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor shall be divested of its title to the Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Beneficiary being first obtained, which consent may be withheld in GranteeBeneficiary's sole discretion, then the same shall constitute an Event of Default a default hereunder and Grantee Beneficiary shall have the right, at its option, to declare any or all of the indebtedness secured hereby, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE Article III hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section: (i) in the event either Grantor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% of the issued and outstanding capital stock of Grantor or any of its general partners or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Property; and (ii) in the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, a joint venture or a limited liability company, a change in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation hypothecation, pledge or encumbering (whether voluntarily or involuntarily) of all or any portion of the ownership interest in (or, through constituent parties, any of any such general partner, joint venturer or managing member in the ultimate beneficial ownership interest in) Grantor or such general partner (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Property. Notwithstanding the foregoing, however, (i) limited partnership transfers or non- managing member assignments of ownership interests in Grantor (or in any general partner or managing member of Grantor shall its constituent parties) may be freely transferable undertaken without the consent of Grantee, (ii) any involuntary transfer caused by Beneficiary in the death of Grantor or any general partner, shareholder, joint venturer, or beneficial owner of a trust shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property remain unchanged as a result of such death or any replacement management is approved by Grantee and (iii) gifts for estate planning purposes of any individual's interests in Grantor or in any of Grantor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Grantor remain unchanged following such gift or any replacement management is approved by Grantee.circumstances:

Alienation and Further Encumbrances. (a) Grantor Mortgagor acknowledges that Grantee Mortgagee has relied upon the principals of Grantor Mortgagor and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section 15.13 and Section 18.2 of the Loan Agreement, the terms of which are hereby incorporated herein by reference, and notwithstanding anything to the contrary contained in SECTION Section 4.6 hereof, in the event that the Property or any part thereof or interest therein or any interest in Mortgagor shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of SECTION 1.12 hereofunder Leases), assigned, pledged, mortgaged, further encumbered or otherwise transferred in derogation of this Mortgage or Grantor of Section 15.13 of the Loan Agreement, or Mortgagor shall be divested of its title to the Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Mortgagee being first obtained, which consent may be withheld in Grantee's Mortgagee’s sole discretion, then then, the same shall constitute an Event of Default hereunder and Grantee Mortgagee shall have the right, at its option, to declare any or all of the indebtedness secured hereby, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE Article III hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, . such prepayment fee shall also then be immediately due and payable to the same end as though Grantor Mortgagor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section: (i) in the event either Grantor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% of the issued and outstanding capital stock of Grantor or any of its general partners or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Property; and (ii) in the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, a joint venture or a limited liability company, a change in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or managing member in Grantor or such general partner (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Property. Notwithstanding the foregoing, however, (i) limited partnership or non- managing member interests in Grantor or in any general partner or managing member of Grantor shall be freely transferable without the consent of Grantee, (ii) any involuntary transfer caused by the death of Grantor or any general partner, shareholder, joint venturer, or beneficial owner of a trust shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property remain unchanged as a result of such death or any replacement management is approved by Grantee and (iii) gifts for estate planning purposes of any individual's interests in Grantor or in any of Grantor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Grantor remain unchanged following such gift or any replacement management is approved by Grantee.

Alienation and Further Encumbrances. (a) Grantor Mortgagor acknowledges that Grantee Mortgagee has relied upon the principals of Grantor Mortgagor and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Mortgaged Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION Section 4.6 hereof, in the event that the Mortgaged Property or any part thereof or interest therein shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants tenants of space in the Improvements in accordance with the provisions of SECTION Section 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor Mortgagor shall be divested of its title to the Mortgaged Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Mortgagee being first obtained, which consent may be withheld in GranteeMortgagee's sole discretion, then the same shall constitute an Event of Default a default hereunder and Grantee Mortgagee shall have the right, at its option, to declare any or all of the indebtedness secured herebyDebt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE Article III hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor Mortgagor were prepaying the entire indebtedness secured hereby Debt on the date of such acceleration. For the purposes of this Section: (i) in the event either Grantor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% of the issued and outstanding capital stock of Grantor or any of its general partners or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) following events shall be deemed to be a transfer of an interest in the Mortgaged Property; and : (i) the transfer of greater than twenty-five percent (25%) of the outstanding common stock Mortgagor or (ii) in a "change of control" of General Host Corporation, the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, a joint venture or a limited liability company, a change in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion guarantor of the interest of any such general partner, joint venturer or managing member in Grantor or such general partner Loan (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise"Guarantor"), shall be deemed to be a transfer of an interest in the Property. Notwithstanding the foregoing, however, (i) limited partnership or non- managing member interests in Grantor or in any general partner or managing member of Grantor shall be freely transferable without the consent of Grantee, (ii) any involuntary transfer caused by the death of Grantor or any general partner, shareholder, joint venturer, or beneficial owner of a trust shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property remain unchanged as a result of such death or any replacement management is approved by Grantee and (iii) gifts for estate planning purposes of any individual's interests in Grantor or in any of Grantor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Grantor remain unchanged following such gift or any replacement management is approved by Grantee.

Alienation and Further Encumbrances. (a) Grantor Mortgagor acknowledges that Grantee Mortgagee has relied upon the principals of Grantor Mortgagor and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of - the loan evidenced by the NoteLoan. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION 4.6 Section 4.5 hereof, in the event that the Property or any part thereof or interest therein shall be soldsold (including any installment sales agreement), conveyed, disposed of, alienated, hypothecated, leased (except to Tenants tenants of space in the Improvements in accordance with the provisions of SECTION Section 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor Mortgagor shall be divested of its title to the Property or any interest therein, in any my manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Mortgagee being first obtained, which consent may be withheld in GranteeMortgagee's sole discretion, then the same shall constitute an Event of Default a default hereunder and Grantee shall Mortgagee sill have the right, at its option, to declare any or all of the indebtedness secured hereby, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE Article III hereof. hereof If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor Mortgagor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section: (i) in the event either Grantor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% of the issued and outstanding capital stock of Grantor or any of its general partners or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Property; and (ii) in the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, a joint venture or a limited liability company, a change in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation hypothecation, pledge or encumbering (whether voluntarily or involuntarily) of all or any portion of the ownership interest in (or, directly or indirectly through constituent parties, any of any such general partner, joint venturer or managing member in Grantor or such general partner (whether in the form of a ultimate beneficial or partnership ownership interest or in the form of a power of direction, control or management, or otherwise), in) Mortgagor shall be deemed to be a transfer of an interest in the Property. Notwithstanding the foregoing, however, (i) limited partnership transfers or non- managing member assignments of ownership interests in Grantor Mortgagor (or in any general partner or managing member of Grantor shall its constituent parties) may be freely transferable undertaken without the consent of Grantee, (ii) any involuntary transfer caused by Mortgagee in the death of Grantor or any general partner, shareholder, joint venturer, or beneficial owner of a trust shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property remain unchanged as a result of such death or any replacement management is approved by Grantee and (iii) gifts for estate planning purposes of any individual's interests in Grantor or in any of Grantor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Grantor remain unchanged following such gift or any replacement management is approved by Grantee.circumstances:

Alienation and Further Encumbrances. (a) Grantor Mortgagor acknowledges that Grantee ----------------------------------- Mortgagee has relied upon the principals of Grantor Mortgagor and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of the loan evidenced by the NoteLoan Agreement. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION Section 4.6 hereof, in the event that the Property or any part thereof or interest therein shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants tenants of space in the Improvements in accordance with the provisions of SECTION Section 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor Mortgagor shall be divested of its title to the Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Mortgagee being first obtained, which consent may be withheld in GranteeMortgagee's sole discretion, then then, the same shall constitute an Event of Default a default hereunder and Grantee Mortgagee shall have the right, at its option, to declare any or all of the indebtedness secured hereby, irrespective of the maturity date specified in the NoteLoan Agreement, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE Article III hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the NoteLoan Agreement, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor Mortgagor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section: (i) in the event either Grantor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% of the issued and outstanding capital stock of Grantor or any of its general partners or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Property; and (ii) in the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, a joint venture or a limited liability company, a change in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or managing member in Grantor or such general partner (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Property. Notwithstanding the foregoing, however, (i) limited partnership or non- managing member interests in Grantor or in any general partner or managing member of Grantor shall be freely transferable without the consent of Grantee, (ii) any involuntary transfer caused by the death of Grantor Mortgagor or any general partner, shareholder, joint venturer, or beneficial owner of a trust shall not be an Event of Default a default under this Security Deed Mortgage so long as Grantor Mortgagor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property remain unchanged as a result of such death or any replacement management is approved by Grantee and (iii) gifts for estate planning purposes of any individual's interests in Grantor or in any of Grantor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Grantor remain unchanged following such gift or any replacement management is approved by GranteeMortgagee.

Alienation and Further Encumbrances. (a) Grantor acknowledges that Grantee Xxxxxxx has relied upon the principals of Grantor and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION 4.6 hereof, in the event that the Property or any part thereof or interest therein shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of SECTION 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor shall be divested of its title to the Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee being first obtained, which consent may be withheld in GranteeXxxxxxx's sole discretion, then the same shall constitute an Event of Default hereunder and Grantee shall have the right, at its option, to declare any or all of the indebtedness secured hereby, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE III hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section: (i) in the event either Grantor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% of the issued and outstanding capital stock of Grantor or any of its general partners or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Property; and (ii) in the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, a joint venture or a limited liability company, a change in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or managing member in Grantor or such general partner (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Property. Notwithstanding the foregoing, however, (i) limited partnership or non- managing member interests in Grantor or in any general partner or managing member of Grantor shall be freely transferable without the consent of Grantee, (ii) any involuntary transfer caused by the death of Grantor or any general partner, shareholder, joint venturer, or beneficial owner of a trust shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property remain unchanged as a result of such death or any replacement management is approved by Grantee and (iii) gifts for estate planning purposes of any individual's interests in Grantor or in any of Grantor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Grantor remain unchanged following such gift or any replacement management is approved by GranteeXxxxxxx.

Alienation and Further Encumbrances. (a) Grantor acknowledges Borrowers acknowledge that Grantee Lender has relied upon the principals of Grantor Borrowers and the other Loan Parties and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of the loan evidenced by the NoteLoan. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION 4.6 hereof, in the event that if the Property or any part thereof of the Property or interest therein in the Property shall be soldsold (including any installment sales agreement), conveyed, disposed of, alienated, hypothecated, leased (except pursuant to Tenants of space in the Improvements in accordance with the provisions of SECTION 1.12 hereofOperating Leases), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor Borrowers shall be divested of its their respective title to the Property or any interest thereinin the Property, in any manner or way, whether voluntarily or involuntarily, involuntarily without the prior written consent of Grantee Lender being first obtained, which consent may be withheld in Grantee's Lender’s sole discretion, and, if required or necessary, the approval or consent of any Governmental Authorities that have direct or indirect authority or oversight over Borrowers, the Property, or the operations conducted on the Property, then the same shall constitute an Event of Default hereunder under this Loan Agreement and Grantee Lender shall have the right, at its option, to declare any or all of the indebtedness secured herebyObligations, irrespective of the maturity date specified in the Notethis Loan Agreement, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE III hereof. If such acceleration is during Article VIII or in any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to Security Instruments or in any of the same end as though Grantor were prepaying the entire indebtedness secured hereby on the date of such accelerationother Loan Documents. For the purposes of this Section: (i) in the event either Grantor or any of its general partners or managing members is a corporation or trustSection 7.10(a), the sale, conveyance, transfer or disposition of more than 10% of the issued and outstanding capital stock of Grantor or any of its general partners or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Property; and (ii) in the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, a joint venture or a limited liability company, a change in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation hypothecation, pledge or encumbering (whether voluntarily or involuntarily) of all or any portion of the ownership interest in (or, directly or indirectly through constituent parties, any of any such general partner, joint venturer or managing member in Grantor or such general partner (whether in the form of a ultimate beneficial or partnership ownership interest or in the form of a power of direction, control or management, or otherwise), in) Borrowers shall be deemed to be a transfer of an interest in the Property. Notwithstanding Furthermore, the foregoingsale, howeverconveyance, transfer, disposition, alienation, hypothecation, pledge or encumbering (iwhether voluntarily or involuntarily) limited partnership of all or non- managing member interests any portion of the ownership interest in Grantor (or, directly or in indirectly through constituent parties, any general partner or managing member of Grantor shall be freely transferable without the consent of Grantee, (iiultimate beneficial ownership interest in) any involuntary transfer caused by the death of Grantor Guarantor or any general partner, shareholder, joint venturer, or beneficial owner of a trust Pledging Entity shall not be constitute an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such death Loan Agreement and so long as those persons responsible for Lender shall have the management of right to exercise its various remedies described in this Loan Agreement and in the Property remain unchanged as a result of such death or any replacement management is approved by Grantee and (iii) gifts for estate planning purposes of any individual's interests in Grantor or in any of Grantor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Grantor remain unchanged following such gift or any replacement management is approved by Granteeother Loan Documents.

Alienation and Further Encumbrances. (a) Grantor Trustor acknowledges that Grantee Beneficiary has relied upon the principals of Grantor of, Trustor, Indemnitor and/or their affiliates and their experience in owning and operating the Mortgaged Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Mortgaged Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION Section 4.6 hereof, in the event that the Mortgaged Property or any part thereof or interest therein shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of SECTION Section 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor Trustor shall be divested of its title to the Mortgaged Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Beneficiary being first obtained, which consent may be withheld in GranteeBeneficiary's sole discretion, then the same shall constitute an Event of Default hereunder and Grantee Beneficiary shall have the right, at its option, to declare any or all of the indebtedness secured herebyDebt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE Article III hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to A prohibited sale, conveyance, disposition, hypothecation, alienation, mortgage, encumbrance, assignment, lease, pledge or transfer within the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes meaning of this SectionSection 1.13(a) shall be deemed to include, among other things: (i) in an installment sales agreement wherein Trustor agrees to sell the event either Grantor Mortgaged Property or any part thereof for a price to be paid in installments; (ii) an agreement by Trustor leasing all or a substantial part of its general partners the Mortgaged Property for other than actual occupancy by a space tenant thereunder (except for the Operating Lease) or managing members a sale, assignment or other transfer of, or the grant of a security interest in, Trustor's right, title and interest in and to any Leases or the Operating Lease (other than as expressly permitted in Section 1.12(e) hereof) or any Rents and Profits; (iii) if Trustor, any guarantor or indemnitor or any partner or member of Trustor is a corporation or trust, the voluntary or involuntary sale, conveyanceconveyance or transfer of such corporation's stock or securities (or the stock or securities of any corporation or trust directly or indirectly controlling such corporation or trust by operation of law or otherwise) or the creation or issuance of new stock or securities, transfer in all instances in one or disposition a series of transactions by which an aggregate of more than 1049% of such corporation's or trust's stock or securities shall be vested in a party or parties who are not stockholders or securityholders as of the issued and outstanding capital stock of Grantor date hereof or any of its general partners or of change in the beneficial interest control of such trust corporation or trust; (iv) if Trustor, any guarantor or the issuance of new shares of capital stock in Grantor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Property; and (ii) in the event Grantor indemnitor or any general partner or managing member of Grantor Trustor is a limited or general partnership, a joint venture or a limited liability company, the change, removal, resignation or addition of a change general partner, managing member, joint venturer or the transfer, assignment or pledge of any ownership interest of any general partner, managing member, or joint venturer in Trustor or the transfer, assignment or pledge of any ownership interests interest in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or managing member in Grantor or such general partner (whether in the form of a beneficial or partnership interest or in the form of a power of direction, direction control or management, or otherwise); or (v) if Trustor or any guarantor or indemnitor or any general partner or managing member of Trustor or guarantor or indemnitor is a limited partnership or limited liability company, shall be deemed to be the voluntary or involuntary sale, conveyance, transfer or pledge of any limited partnership interests or membership interests (whether directly or indirectly) or the creation or issuance of new limited partnership interests or membership interests (whether in one or a transfer series of transactions), by which an interest in the Propertyaggregate of more than 49% of such limited partnership interests or membership interests are held by, or pledged to, parties who are not currently limited partners or members or affiliated with Indemnitor. Notwithstanding the foregoing, however, (i) limited partnership or non- interests and/or non-managing member interests in Grantor Trustor or in any general partner or managing member of Grantor Trustor shall be freely transferable without the consent of GranteeBeneficiary so long as following such transfer, no more than 49% of the beneficial economic interest in the Trustor (whether directly or indirectly) has been transferred in the aggregate and substantially all of the persons responsible for the management and control of the Mortgaged Property and Trustor as of the date hereof remain in legal, beneficial and actual control and management of the Mortgaged Property and Trustor, (ii) any involuntary transfer caused by the death of Grantor Trustor or any general partner, shareholder, joint venturer, member or beneficial owner of a trust shall not be an Event of Default under this Security Deed of Trust so long as Grantor Trustor is reconstituted, if required, following such death and so long as substantially all of those persons responsible for the control and management of the Mortgaged Property and Trustor remain unchanged as a result of such death or any replacement management is or controlling parties are approved by Grantee and Beneficiary, (iii) gifts for estate planning purposes of any individual's interests in Grantor Trustor or in any of GrantorTrustor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed of Trust so long as Grantor Trustor is reconstituted, if required, following such gift and so long as those persons responsible for the control and management of the Mortgaged Property and Grantor Trustor remain unchanged following such gift or any replacement management is or controlling parties are approved by GranteeBeneficiary, and (iv) sales, conveyances or transfers of properties (or interests in properties) owned by affiliates of Trustor (whether directly or indirectly), other than the properties (or interests in the properties unless otherwise expressly permitted herein) that are given as security for the Note as of the date hereof (each, individually, a "Crossed Property" and collectively, the "Crossed Properties"), shall not be prohibited under this Section 1.13. Notwithstanding any provision of this Deed of Trust to the contrary, no person or entity may become an owner of a direct or indirect interest in Trustor, which interest exceeds forty-nine (49%) percent, without Beneficiary's written consent in each instance and a written statement from the applicable rating agency to the effect that the transfer of interest will not by itself result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such transfer for any securities issued in connection with a Secondary Market Transaction (as hereinafter defined). Notwithstanding the provisions of this Section 1.13(a), equity holders in Trustor and their beneficiaries may transfer their direct or indirect interests in Trustor without Beneficiary's consent, provided that Beneficiary receives payment of its reasonable out-of-pocket expenses actually incurred with respect thereto and each of the following items are satisfied, as reasonably determined by Beneficiary: (i) taking prior transfers into account, the transfer will not result in (x) the proposed transferee or its affiliates becoming the owner of 49% or more of the interests in Trustor (whether directly or indirectly) or (y) the transfer of 49% or more of the interests in Trustor (whether directly or indirectly), (ii) the transfer does not result in a change of control of Trustor (whether directly or indirectly), (iii) Trustor gives Beneficiary a minimum of 15 days prior written notice of such transfer, (iv) no Default or Event of Default exists under the Loan Documents, (v) the structure of Trustor after the transfer satisfies the applicable rating agencies' then-current criteria and (vi) the applicable rating agencies confirm that the transfer will not by itself result in an Adverse Rating Impact (as hereinafter defined). Transfers of more than 49% of the interests in Trustor (whether directly or indirectly) shall require Beneficiary's consent, not to be unreasonably withheld, and satisfaction of each of the assumption provisions specified in Section 1.13(b) hereof (such transfers shall be deemed a "Sale" (as such term is defined in Section 1.13(b) hereof and the transferee shall be deemed a "Buyer" (as such term is defined in Section 1.13(b) hereof). To the extent of any inconsistency between the terms of this paragraph and the terms of the immediately preceding paragraph, the terms of this paragraph shall govern.

Alienation and Further Encumbrances. (a) Grantor Mortgagor acknowledges that Grantee Mortgagee has relied upon the principals of Grantor Mortgagor and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION 4.6 Section 16.4 hereof, in the event that the Property or any part thereof or direct or indirect interest therein shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of SECTION 1.12 Section 6.2 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor Mortgagor shall be divested of its title to the Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Mortgagee being first obtained, which consent may be withheld in Grantee's Mortgagee’s sole discretion, then the same shall constitute an Event of Default hereunder and Grantee Mortgagee shall have the right, at its option, to declare any or all of the indebtedness secured herebyDebt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE III Article XV hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section, each of the following shall be deemed to be a transfer of an interest in the Property: (i) in the event either Grantor Mortgagor or any of its general shareholders, partners or managing members is a corporation or trust, the direct or indirect sale, conveyance, transfer transfer, disposition, alienation, hypothecation or disposition encumbering of more than 1049% (in one or more related transactions) of the issued and outstanding capital stock of Grantor Mortgagor or any of its general shareholders, partners or members or of the beneficial interest of such trust (or the issuance of new shares of capital stock of any of them (in Grantor one or a series of transactions) such that, after giving effect to such issuance and any prior issuance, no more than forty-nine percent (49%) in the aggregate of the outstanding capital stock of Mortgagor or any of its general shareholders, partners or managing members so that immediately after is owned by any person or entity and their affiliates unless such issuance person or entity and their affiliates owned more than forty-nine percent (49%) of the total outstanding capital stock then issued and outstanding is more than 110% of Mortgagor or such shareholder, partner or member as of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Propertydate hereof); and (ii) in the event Grantor Mortgagor or any general partner or managing member of Grantor Mortgagor is an individual or an entity other than a limited corporation or general partnershiptrust, a joint venture direct or a limited liability company, a indirect change in the ownership interests in Mortgagor or any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the direct or indirect sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest interests of Mortgagor or of any such general partner, joint venturer or managing member in Grantor Mortgagor or of such general partner or member (whether in the form of a beneficial beneficial, membership or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Property. Notwithstanding the foregoing, however, (i) up to (but not more than) 49% of the limited partnership partner or non- non-managing member interests in Grantor or Mortgagor (but not interests in any a general partner or managing member of Grantor member) shall be freely transferable and/or issuable without Mortgagee’s consent so long as, after giving effect to such transfer or issuance and any prior transfers or issuances, no more than forty-nine percent (49%) in the consent aggregate of Granteesuch limited partner or non-managing member interests in such Mortgagor are owned by any person or entity and their affiliates unless such person or entity and their affiliates owned more than a forty-nine percent (49%) limited partner or non-managing member interest in such Mortgagor as of the date hereof, (ii) any involuntary transfer caused by the death of Grantor or any general partner, shareholder, joint venturer, venturer or member of any Mortgagor or beneficial owner of a trust shall not be an Event of Default under this Security Deed Mortgage so long as Grantor such Mortgagor is promptly reconstituted, if required, following such death and so long as those persons responsible for the management of the Property and such Mortgagor remain unchanged as a result of such death or any replacement management is approved by Grantee Mortgagee, and (iii) gifts for estate planning purposes of any individual's ’s interests in Grantor any Mortgagor or in any of Grantor's general any Mortgagor’s partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed Mortgage so long as Grantor such Mortgagor is promptly reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Grantor such Mortgagor remain unchanged following such gift or any replacement management is approved by GranteeMortgagee, which consent shall not be unreasonably withheld, conditioned or delayed.

Alienation and Further Encumbrances. (a) Grantor acknowledges that Grantee Beneficiary has relied upon the principals of Grantor and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow herein below in this Section and notwithstanding anything to the contrary contained in SECTION 4.6 Section 5.6 hereof, in the event that the Property or any part thereof or interest therein shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements under Leases which are approved, or deemed approved, in accordance with the provisions of SECTION Section 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor shall be divested of its title to the Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Beneficiary being first obtained, which consent may be withheld in GranteeBeneficiary's sole discretion, then then, the same shall constitute an Event of Default hereunder and Grantee Beneficiary shall have the right, at its option, to declare any or all of the indebtedness secured hereby, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE Article III hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section: Section 1.13(a): (i) in the event either Grantor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% any of the issued and outstanding capital stock of Grantor or any of its general partners or managing members or of the beneficial interest of such trust (or the issuance of new shares of capital capital, stock in Grantor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110100% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Property; , and (ii) in the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, a joint venture or a limited liability company, a change in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or managing member in Grantor or such general partner (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Property. Notwithstanding the foregoing, however, (i1) limited partnership or non- and/or non-managing member interests in Grantor or in any general partner or managing member of Grantor shall be freely transferable without the consent of GranteeBeneficiary, and (ii2) any involuntary transfer caused by the death of Grantor or any general partner, shareholder, joint venturer, or beneficial owner of a trust shall not be an Event of Default a default under this Security Deed of Trust so long as Grantor is reconstituted, if required, following such death and so long as those persons responsible for the management of Grantor and the Property remain unchanged as a result of such death or any replacement management is approved by Grantee Beneficiar}' and (iii3) gifts for estate planning purposes of any individual's interests in Grantor or in any of Grantor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed of Trust so long as Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Grantor remain unchanged following such gift or any replacement management is approved by GranteeBeneficiary and receipt by Beneficiary of confirmation that there will be no Adverse Rating Impact (as defined below). Notwithstanding any provision in this Deed of Trust to the contrary and without limiting any of the foregoing, unless approved by Beneficiary in advance in writing and in each instance, there shall not be permitted any (A) transfer in one or more related transactions of a forty-nine percent (49%) or greater direct or indirect interest in Grantor or any general partner or managing member or limited liability company manager thereof or (B) change in the control or beneficial control of Grantor, or any such general partner, managing member or limited liability company manager. Notwithstanding any provision in this Deed of Trust to the contrary and without limiting any of the foregoing, unless approved by Beneficiary in advance in writing and in each instance, there shall not be permitted any transfer of any direct or indirect interests in Grantor or any of its affiliates or Constituent Entities, if, as a result of such transfer, Grantor shall not be entitled to exercise the right of recapture under Section 1-6.1 of the Xxxxx'x Lease (as defined below) if the events giving rise to such right of recapture shall occur. As used herein, the "Xxxxx'x Lease" shall mean that certain Lease dated March 19, 1997, as amended April 1997, between Grantor (or its predecessor in interest), as landlord, and Xxxxx'x Food & Drug Centers, Inc., as tenant, pursuant to which Grantor leased to Tenant a certain portion of the Property.

Alienation and Further Encumbrances. (a) Grantor Mortgagor acknowledges that Grantee Mortgagee has relied upon the principals of Grantor Mortgagor and their experience in owning and operating the Mortgaged Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Mortgaged Property in connection with the closing of the loan evidenced by the Note. Accordingly, and except for dispositions of minor amounts of used personal property in the normal course of business (because of obsolescence or otherwise), disbursements from the Reserves permitted by Mortgagee, termination of Contracts for default, as otherwise required by the terms of the Loan Documents, and except as permitted under Section 1.23 hereof and, except as specifically allowed hereinbelow in this Section 1.13 and notwithstanding anything to the contrary contained in SECTION Section 4.6 hereof, in the event that the Mortgaged Property or any part thereof or interest therein shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements or of the Premises in accordance with the provisions of SECTION Section 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor Mortgagor shall be divested of its title to the Mortgaged Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Mortgagee being first obtained, which consent may be withheld in GranteeMortgagee's sole discretion, then the same shall constitute an Event of Default hereunder and Grantee Mortgagee shall have the right, at its option, to declare any or all of the indebtedness secured herebyDebt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE Article III hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section: (i) in the event either Grantor Mortgagor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 1049% of the issued and outstanding capital stock of Grantor Mortgagor or any of its general partners or managing members or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor Mortgagor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110149% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Mortgaged Property; and (ii) in the event Grantor Mortgagor or any general partner or managing member of Grantor Mortgagor is a limited or general partnership, a joint venture or a limited liability company, a change in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or managing member in Grantor Mortgagor or such general partner (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Mortgaged Property. Notwithstanding the foregoing, however, (i) up to 49% of the limited partnership or non- interests and/or non-managing member interests in Grantor Mortgagor or in any general or limited partner or managing member of Grantor Mortgagor shall be freely transferable without the consent of GranteeMortgagee, (ii) any involuntary transfer caused by the death of Grantor Mortgagor or any general partner, shareholder, joint venturer, member or beneficial owner of a trust shall not be an Event of Default under this Security Deed Mortgage so long as Grantor Mortgagor is promptly reconstituted, if required, following such death and so long as those persons responsible for the management of the Mortgaged Property and Mortgagor remain unchanged as a result of such death or any replacement management is approved by Grantee Mortgagee,, (iii) Glimcher Properties Limited Partnership, as a member of Mortgagor, may purchase any other member's (other than the managing member's interest) interest in the Mortgagor without the consent of Mortgagee and (iiiiv) gifts for estate planning purposes of any individual's interests in Grantor Mortgagor or in any of GrantorMortgagor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed Mortgage so long as Grantor Mortgagor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Mortgaged Property and Grantor Mortgagor remain unchanged following such gift or any replacement management is approved by GranteeMortgagee. Notwithstanding anything to the contrary, but subject to Section 1.13(a)(iii) above and Section 1.13(c) below, no person or entity may become an owner of a direct or indirect interest in Mortgagor, which interest exceeds forty-nine (49%) percent, without Mortgagee's written consent in each instance and a written statement from the applicable rating agency to the effect that the transfer of interest will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such transfer for any securities issued in connection with a Secondary Market Transaction (as hereinafter defined).

Alienation and Further Encumbrances. (a) Grantor acknowledges that Grantee has relied upon the principals of Grantor and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except Except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION 4.6 Section 4.5 hereof, in the event that the Property or any part thereof or interest therein shall be soldsold (including any installment sales agreement), conveyed, disposed of, alienated, hypothecated, leased (except to Tenants tenants of space in the Improvements in accordance with the provisions of SECTION Section 1.12 hereof), assigned, pledged, mortgaged, further encumbered (subject to Borrower’s rights set forth in Section 1.5 and Section 1.10 of this Mortgage and except for immaterial encumbrances consisting of zoning restrictions, easements or other restrictions on the use of the Property, none of which, in Lender’s reasonable discretion, impair Borrower’s use of the Property in the operation of its business, the value of the Property, and/or Lender’s security for the Loan) or otherwise transferred or Grantor Borrower shall be divested of its title to the Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Lender being first obtained, which consent may be withheld in Grantee's Lender’s sole discretion, then the same shall constitute an Event of Default hereunder and Grantee Lender shall have the right, at its option, to declare any or all of the indebtedness secured hereby, irrespective of the maturity date specified in the NoteMaturity Date, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE Article III hereof, provided, however, that any lien (each, a “Payment Lien”) securing a payment obligation not in excess of $50,000 shall not constitute an Event of Default if such Payment Lien is removed, bonded around, or otherwise cured to the reasonable satisfaction of Lender within thirty (30) days after notice thereof from Lender, provided, further, that if at any time Lender determines, in its reasonable discretion, that a foreclosure of such Payment Lien or other forfeiture of the Property as a result of such Payment Lien is likely to occur during such thirty (30) day period, then such Payment Lien shall constitute an immediate Event of Default. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor Borrower were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section: (i) in the event either Grantor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% of the issued and outstanding capital stock of Grantor or any of its general partners or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Property; and (ii) in the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, a joint venture or a limited liability company, a change in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or managing member in Grantor or such general partner (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Property. Notwithstanding the foregoing, however, (i) limited partnership or non- managing member interests in Grantor or in any general partner or managing member of Grantor shall be freely transferable without the consent of Grantee, (ii) any involuntary transfer caused by the death of Grantor or any general partner, shareholder, joint venturer, or beneficial owner of a trust shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property remain unchanged as a result of such death or any replacement management is approved by Grantee and (iii) gifts for estate planning purposes of any individual's interests in Grantor or in any of Grantor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Grantor remain unchanged following such gift or any replacement management is approved by Grantee.

Alienation and Further Encumbrances. (a) Grantor Borrower acknowledges that Grantee Lender has relied upon the principals of Grantor Borrower and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of the loan evidenced by the NoteCountryside Lake Lanier Xxxx. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION 4.6 Section 4.5 hereof, in the event that the Property or any part thereof or interest therein shall be soldsold (including any installment sales agreement), conveyed, disposed of, alienated, hypothecated, leased (except to Tenants tenants of space in the Improvements in accordance with the provisions of SECTION Section 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor Borrower shall be divested of its title to the Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Lender being first obtained, which consent may be withheld in GranteeLender's sole discretion, then the same shall constitute an Event of Default hereunder and Grantee Lender shall have the right, at its option, to declare any or all of the indebtedness secured hereby, irrespective of the maturity date specified in any of the NoteNotes, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE Article III hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the NoteNotes, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor Borrower were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section: (i) in the event either Grantor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% of the issued and outstanding capital stock of Grantor or any of its general partners or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Property; and (ii) in the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, a joint venture or a limited liability company, a change in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation hypothecation, pledge or encumbering (whether voluntarily or involuntarily) of all or any portion of the ownership interest in (or, directly or indirectly through constituent parties, any of any such general partner, joint venturer or managing member in Grantor or such general partner (whether in the form of a ultimate beneficial or partnership ownership interest or in the form of a power of direction, control or management, or otherwise), in) Borrower shall be deemed to be a transfer of an interest in the Property. Notwithstanding the foregoing, however, (i) limited partnership transfers or non- managing member assignments of ownership interests in Grantor or in any general partner or managing member of Grantor shall Borrower (and/or its constituent parties) may be freely transferable undertaken without the consent of Grantee, (ii) any involuntary transfer caused by the death of Grantor or any general partner, shareholder, joint venturer, or beneficial owner of a trust shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such death and so long as those persons responsible for the management Lender in each of the Property remain unchanged as a result of such death or any replacement management is approved by Grantee and (iii) gifts for estate planning purposes of any individual's interests in Grantor or in any of Grantor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Grantor remain unchanged following such gift or any replacement management is approved by Grantee.circumstances:

Alienation and Further Encumbrances. (a) Grantor Mortgagor acknowledges that Grantee Mortgagee has relied upon the principals of Grantor Mortgagor and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of the loan Loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION Section 4.6 hereof, in the event that the Property or any part thereof or interest therein or direct or indirect interest in Mortgagor shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of SECTION Section 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred transferred, or Grantor Mortgagor shall be divested of its title to the Property or any interest therein, in any manner or way, whether voluntarily or involuntarilyinvoluntarily (each of the foregoing being a “Transfer”), without without, in each instance, the prior written consent of Grantee Mortgagee being first obtained, which consent may be withheld in Grantee's Mortgagee’s sole discretion, then and receipt by Mortgagee of confirmation that there will be no Adverse Rating Impact (as defined below), then, the same shall constitute an Event of Default hereunder and Grantee Mortgagee shall have the right, at its option, to declare any or all of the indebtedness secured herebyDebt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE Article III hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor Mortgagor were prepaying the entire indebtedness secured hereby Debt on the date of such acceleration. For the purposes of this SectionSection each of the following shall be deemed to be a Transfer: (i) in the event either Grantor Mortgagor or any of its shareholders, general partners or managing members is a corporation or trust, the direct or indirect sale, conveyance, transfer or disposition disposition, alienation, hypothecation, or encumbering of more than 10% of the issued and outstanding capital stock of Grantor Mortgagor or any of its general partners or members or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor Mortgagor or any of its shareholders, general partners or managing members so that immediately after such issuance issuance, in one or a series of transactions, the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Property); and (ii) in the event Grantor Mortgagor or any shareholder, general partner or managing member of Grantor Mortgagor is a limited or general partnership, a joint venture or a limited liability company, a change of any general partner, joint venturer, limited liability company manager or managing member or a change in the ownership interests in any general partner, any joint venturer venturer, limited liability company manager or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such shareholder, general partner, joint venturer venturer, limited liability company manager or managing member in Grantor Mortgagor or such shareholder, general partner partner, joint venturer, limited liability company manager or managing member (whether in the form of a beneficial or partnership ownership interest or in the form of a power of direction, control or management, or otherwise); and (iii) any change or transfer in respect of the Property or any interest therein, shall be deemed to be a or any direct or indirect change or transfer in Mortgagor or any interest therein, resulting in any change in the management or control of an interest in Mortgagor or the Property. Notwithstanding the foregoing, however, each of the following transfers shall be permitted without Mortgagee’s consent except as expressly set forth (and will not constitute an Event of Default): (i) direct and indirect limited partnership or non- and non-managing member membership interests in Grantor or shares of Mortgagor or in any shareholder, general partner partner, member or in any managing member of Grantor shall be freely transferable without Mortgagor so long as following such transfer, the consent persons responsible for the management and/or control of Granteethe Property and/or Mortgagor remain in legal, beneficial and actual control and management of the Property, (ii) any involuntary transfer or change in a limited liability company manager or member caused by the death of Grantor Xxxxxxxxx or any direct and indirect general partner, shareholder, joint venturer, member, manager or beneficial owner of a trust shall not be an Event of Default under this Security Deed trust, so long as Grantor Mortgagor is reconstituted, if required, following such death and so long as those persons responsible for the control and/or management of the Property and/or Mortgagor remain unchanged as a result of such death death, or any replacement control and/or management is approved in writing by Grantee Mortgagee in each instance, and (iii) gifts for estate planning purposes of any individual's ’s interests in Grantor Mortgagor or in any of Grantor's Mortgagor’s direct and indirect shareholders, general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed so long as Grantor Mortgagor is reconstituted, if required, following such gift and so long as those persons responsible for the control and/or management of the Property and Grantor and/or Mortgagor remain unchanged following such gift gift, or any replacement control and/or management is approved in writing by GranteeMortgagee in each instance. Notwithstanding any provision in this Mortgage to the contrary (except for the immediately following grammatical sentence), unless approved by Mortgagee in advance in writing and in each instance and subject to receipt by Mortgagee of confirmation that there will be no Adverse Rating Impact (as defined below), there shall not be permitted any (A) Transfer in one or more related transactions of a forty-nine percent (49%) or greater direct or indirect interest in Mortgagor or any successive partner, member or limited liability company manager thereof or (B) any direct or indirect change in the management or control of Mortgagor or any shareholder, general partner, managing member or limited liability company manager. Notwithstanding anything in this Section 1.13 to the contrary, the following Transfers, with respect to the original Mortgagor only, are permitted without Mortgagee’s consent (and will not constitute an Event of Default) so long as Xxxxxxx X. Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxx Xxxxx and Xxxxxx X. Xxxxxxxx (each a “Key Guarantor” and collectively, the “Key Guarantors”) continue to be responsible for the management and control of Mortgagor (i.e. said Key Guarantors are Board Members (as defined in the Mortgagor’s operating agreement) or, if there are fewer than five Board Members, three of the four Key Guarantors continue to be responsible for the management and control of Mortgagor (i.e. three of the four Key Guarantors are Board Members): (i) transfers of direct and indirect limited partnership and membership interests in or shares of Mortgagor or in any shareholder, general partner, member or in any managing member of Xxxxxxxxx, (ii) any involuntary transfer of direct or indirect interests in Mortgagor caused by the death, incapacity, removal or resignation of any direct or indirect partner, shareholder, joint venturer, member, manager or beneficial owner of a trust, with a direct or indirect interest in Mortgagor, (iii) gifts for estate planning purposes of any individual’s interests in Mortgagor or in any of Xxxxxxxxx’s direct and indirect shareholders, general partners, members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, (iv) transfers among the persons responsible for the control and/or management of Mortgagor.

Alienation and Further Encumbrances. (a) Grantor acknowledges that Grantee Beneficiary has relied upon the principals of Grantor and their experience in owning and operating the Trust Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Trust Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION Section 4.6 hereof, in the event that the Trust Property or any ----------- part thereof or interest therein shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of SECTION Section 1.12 hereofhereof and except for condemnation), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor shall be divested of its title to the Trust Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Beneficiary being first obtained, which consent may be withheld in GranteeBeneficiary's sole discretion, then the same shall constitute an Event of Default hereunder and Grantee Beneficiary shall have the right, at its option, to declare any or all of the indebtedness secured herebyDebt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE Article III ----------- hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section: (i) in the event either Grantor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 1050% of the issued and outstanding capital stock of Grantor or any of its general partners or members or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor or any of its general partners or managing members so that immediately after such issuance (in one or a series of transactions) the total capital stock then issued and outstanding is more than 110150% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Trust Property; and (ii) in the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, a joint venture or a limited liability company, a change of more than 50% in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation or encumbering of all or any portion of the interest of any such general partner, joint venturer or managing member in Grantor or such general partner or managing member (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Trust Property. Notwithstanding the foregoing, however, (i) limited partnership or non- managing member interests in Grantor or in any general partner or managing member of Grantor shall be freely transferable without the consent of GranteeBeneficiary, (ii) any involuntary transfer caused by the death of Grantor or any general partner, shareholder, joint venturer, member or beneficial owner of a trust shall not be an Event of Default under this Security Deed of Trust so long as Grantor is reconstituted, if required, following such death and so long as those persons primarily responsible for the management of the Trust Property and Grantor remain unchanged as a result of such death or any replacement management is approved by Grantee Beneficiary, (iii) shares in the REIT may be offered and sold to investors in an offering of such shares which has been registered with the Securities and Exchange Commission, or is exempt from such registration, without regard to the limits referred to above, and (iiiiv) gifts for estate planning purposes of any individual's interests in Grantor or in any of Grantor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed of Trust so long as Grantor is reconstituted, if required, following such gift and so long as those persons primarily responsible for the management of the Trust Property and Grantor remain unchanged following such gift or any replacement management is approved by GranteeBeneficiary.

Alienation and Further Encumbrances. (a) Grantor acknowledges that Grantee Beneficiary has relied upon the principals of Grantor and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of the loan evidenced by the NoteLoan. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION 4.6 Section 4.5 hereof, in the event that the Property or any part thereof or interest therein shall be soldsold (including any installment sales agreement), conveyed, disposed of, alienated, hypothecated, leased (except to Tenants tenants of space in the Improvements in accordance with the provisions of SECTION Section 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor shall be divested of its title to the Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Beneficiary being first obtained, which consent may be withheld in Grantee's Beneficiary’s sole discretion, then the same shall constitute an Event of Default a default hereunder and Grantee Beneficiary shall have the right, at its option, to declare any or all of the indebtedness secured hereby, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE Article III hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section: (i) in the event either Grantor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% of the issued and outstanding capital stock of Grantor or any of its general partners or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Property; and (ii) in the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, a joint venture or a limited liability company, a change in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation hypothecation, pledge or encumbering (whether voluntarily or involuntarily) of all or any portion of the ownership interest in (or, directly or indirectly through constituent parties, any of any such general partner, joint venturer or managing member in the ultimate beneficial ownership interest in) Grantor or such general partner (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Property. Notwithstanding the foregoing, however, (i) limited partnership transfers or non- managing member assignments of ownership interests in Grantor (or in any general partner or managing member of Grantor shall its constituent parties) may be freely transferable undertaken without the consent of Grantee, (ii) any involuntary transfer caused by Beneficiary in the death of Grantor or any general partner, shareholder, joint venturer, or beneficial owner of a trust shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property remain unchanged as a result of such death or any replacement management is approved by Grantee and (iii) gifts for estate planning purposes of any individual's interests in Grantor or in any of Grantor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Grantor remain unchanged following such gift or any replacement management is approved by Grantee.circumstances:

Alienation and Further Encumbrances. (a) Grantor Borrower acknowledges that Grantee Lender has relied upon the principals of Grantor Borrower and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of the loan evidenced by the NoteCountryside Atlanta Loan. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION 4.6 Section 4.5 hereof, in the event that the Property or any part thereof or interest therein shall be soldsold (including any installment sales agreement), conveyed, disposed of, alienated, hypothecated, leased (except to Tenants tenants of space in the Improvements in accordance with the provisions of SECTION Section 1.12 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor Borrower shall be divested of its title to the Property or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the prior written consent of Grantee Lender being first obtained, which consent may be withheld in GranteeLender's sole discretion, then the same shall constitute an Event of Default hereunder and Grantee Lender shall have the right, at its option, to declare any or all of the indebtedness secured hereby, irrespective of the maturity date specified in any of the NoteNotes, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE Article III hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to the provisions set forth in the NoteNotes, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor Borrower were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes of this Section: (i) in the event either Grantor or any of its general partners or managing members is a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% of the issued and outstanding capital stock of Grantor or any of its general partners or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed to be a transfer of an interest in the Property; and (ii) in the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, a joint venture or a limited liability company, a change in the ownership interests in any general partner, any joint venturer or any managing member, either voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer, disposition, alienation, hypothecation hypothecation, pledge or encumbering (whether voluntarily or involuntarily) of all or any portion of the ownership interest in (or, directly or indirectly through constituent parties, any of any such general partner, joint venturer or managing member in Grantor or such general partner (whether in the form of a ultimate beneficial or partnership ownership interest or in the form of a power of direction, control or management, or otherwise), in) Borrower shall be deemed to be a transfer of an interest in the Property. Notwithstanding the foregoing, however, (i) limited partnership transfers or non- managing member assignments of ownership interests in Grantor or in any general partner or managing member of Grantor shall Borrower (and/or its constituent parties) may be freely transferable undertaken without the consent of Grantee, (ii) any involuntary transfer caused by the death of Grantor or any general partner, shareholder, joint venturer, or beneficial owner of a trust shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such death and so long as those persons responsible for the management Lender in each of the Property remain unchanged as a result of such death or any replacement management is approved by Grantee and (iii) gifts for estate planning purposes of any individual's interests in Grantor or in any of Grantor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Grantor remain unchanged following such gift or any replacement management is approved by Grantee.circumstances:

Alienation and Further Encumbrances. (a) Grantor Borrower acknowledges that Grantee Lxxxxx has relied upon the principals of Grantor Borrower and their experience in owning and operating the Property through a management contract with Merry Land Property Management, Inc. and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed hereinbelow in this Section and notwithstanding anything to the contrary contained in SECTION 4.6 Section 6.6 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of SECTION 1.12 Section 2.8 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Grantor Borrower shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarilyinvoluntarily (each, a “Transfer”), without the prior written consent of Grantee Lender being first obtained, which consent may be withheld in Grantee's Lender’s sole discretion, then the same shall constitute an Event of Default hereunder and Grantee Lender shall have the right, at its option, to declare any or all of the indebtedness secured herebyDebt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in ARTICLE III Article V hereof. If such acceleration is during any period when a prepayment fee is payable pursuant to A Transfer within the provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment fee shall also then be immediately due and payable to the same end as though Grantor were prepaying the entire indebtedness secured hereby on the date of such acceleration. For the purposes meaning of this SectionSection 2.9 shall be deemed to include, among other things: (i) in an installment sales agreement wherein Borrower agrees to sell the event either Grantor Property or any of its general partners or managing members is part thereof for a corporation or trust, the sale, conveyance, transfer or disposition of more than 10% of the issued and outstanding capital stock of Grantor or any of its general partners or of the beneficial interest of such trust (or the issuance of new shares of capital stock in Grantor or any of its general partners or managing members so that immediately after such issuance the total capital stock then issued and outstanding is more than 110% of the total immediately prior to such issuance) shall be deemed price to be a transfer of an interest paid in the Propertyinstallments; and (ii) in the event Grantor or any general partner or managing member of Grantor is a limited or general partnership, a joint venture an agreement by Borrower leasing all or a limited liability companysubstantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, a change in the ownership interests in any general partner, any joint venturer assignment or any managing member, either voluntarily, involuntarily or otherwiseother transfer of, or the salegrant of a security interest in, conveyanceBxxxxxxx’s right, transfer, disposition, alienation, hypothecation or encumbering of all title and interest in and to any Leases or any portion of the interest of any such general partner, joint venturer or managing member in Grantor or such general partner (whether in the form of a beneficial or partnership interest or in the form of a power of direction, control or management, or otherwise), shall be deemed to be a transfer of an interest in the Property. Notwithstanding the foregoing, however, (i) limited partnership or non- managing member interests in Grantor or in any general partner or managing member of Grantor shall be freely transferable without the consent of Grantee, (ii) any involuntary transfer caused by the death of Grantor or any general partner, shareholder, joint venturer, or beneficial owner of a trust shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such death Rents and so long as those persons responsible for the management of the Property remain unchanged as a result of such death or any replacement management is approved by Grantee and (iii) gifts for estate planning purposes of any individual's interests in Grantor or in any of Grantor's general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant, shall not be an Event of Default under this Security Deed so long as Grantor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Grantor remain unchanged following such gift or any replacement management is approved by GranteeProfits.