Common use of Transfer or Encumbrance of the Mortgaged Property Clause in Contracts

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan, and that Mortgagee will continue to rely on Mortgagor’s ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except as expressly permitted under this Mortgage, the Loan Agreement or under the other Loan Documents, Mortgagor shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted Encumbrances) (collectively, “Transfers”) of (i) all or any part of the Mortgaged Property or any interest therein, or (ii) any direct or indirect beneficial ownership interest (in whole or in part) in Mortgagor, irrespective of the number of tiers of ownership, without the prior written consent of Mortgagee. (b) The occurrence of any Transfer in violation of this Section 9 shall constitute an Event of Default hereunder, whereupon Mortgagee at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt immediately due and payable. (c) Mortgagee’s consent to any Transfer of the Mortgaged Property or any interest in Mortgagor shall not be deemed to be a waiver of Mortgagee’s right to require such consent to any future occurrence of same. Any attempted or purported Transfer of the Mortgaged Property or of any direct or indirect interest in Mortgagor, if made in contravention of this Section 9, shall be null and void and of no force and effect.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan, and that Mortgagee will continue to rely on Mortgagor’s ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Mortgagor acknowledges that Mortgagee has a valid interest in maintaining the value of the Mortgaged Property so as to ensure that, should Mortgagor default in the repayment of the Debt, Mortgagee can recover the Debt by a sale of the Mortgaged Property. Except as expressly permitted under this Mortgage, the Loan Agreement Mortgage or under the other Loan Documents, Mortgagor shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted Encumbrances) (collectively, “Transfers”) of (i) all or any part of the Mortgaged Property or any interest therein, or (ii) any direct or indirect beneficial ownership interest (in whole or in part) in Mortgagor, irrespective of the number of tiers of ownership, without the prior written consent of MortgageeMortgagee which consent shall not be unreasonably withheld provided that Xxxxxxx Industrial Realty, Inc. or entities controlled by it retain not less than fifty (50%) of the beneficial ownership of Mortgagor . (b) The occurrence of any Transfer in violation of this Section 9 shall constitute an Event of Default hereunder, whereupon Mortgagee at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt immediately due and payable. (c) Mortgagee’s consent to any one Transfer of the Mortgaged Property or any interest in Mortgagor shall not be deemed to be a waiver of Mortgagee’s right to require such consent to any future occurrence of same. Any attempted or purported Transfer of the Mortgaged Property or of any direct or indirect interest in Mortgagor, if made in contravention of this Section 9, paragraph shall be null and void and of no force and effect. (d) Mortgagor agrees to bear and shall pay or reimburse Mortgagee on demand for all reasonable expenses (including, without limitation, reasonable attorneys’ fees and disbursements. title search costs and title insurance endorsement premiums) incurred by Mortgagee in connection with the review, approval and documentation of any Transfer which requires the consent of Mortgagee.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor Trustor acknowledges that Mortgagee Beneficiary has examined and relied on the creditworthiness and experience of Mortgagor Trustor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan, and that Mortgagee Beneficiary will continue to rely on Mortgagor’s Trustor's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except as expressly permitted under this MortgageDeed of Trust, the Loan Agreement or under the other Loan Documents, Mortgagor Trustor shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted Encumbrances) (collectively, “"Transfers”") of (i) all or any part of the Mortgaged Property or any interest therein, or (ii) any direct or indirect beneficial ownership interest (in whole or in part) in MortgagorTrustor, irrespective of the number of tiers of ownership, without the prior written consent of MortgageeBeneficiary. (b) Notwithstanding the foregoing, Trustor may, without the consent of Beneficiary, (i) make immaterial transfers of portions of the Mortgaged Property to any federal, state or local government or any political subdivision thereof (collectively, "Governmental Authorities") for dedication or public use (subject to the provisions of Section 6 hereof) and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone, cellular, cable, internet and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such transfer or conveyance set forth in the foregoing clauses (i) and (ii) shall have a Material Adverse Effect; provided, however, that Trustor shall give Beneficiary at least ten (10) days' prior written notice of any such transfer or conveyance describing same in reasonable detail and certifying that such transfer or conveyance satisfies the foregoing conditions. (c) The occurrence of any Transfer in violation of this Section 9 shall constitute an Event of Default hereunder, whereupon Mortgagee Beneficiary at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt immediately due and payable. (cd) Mortgagee’s Beneficiary's consent to any Transfer of the Mortgaged Property or any interest in Mortgagor Trustor shall not be deemed to be a waiver of Mortgagee’s Beneficiary's right to require such consent to any future occurrence of same. Any attempted or purported Transfer of the Mortgaged Property or of any direct or indirect interest in MortgagorTrustor, if made in contravention of this Section 9, shall be null and void and of no force and effect.

Transfer or Encumbrance of the Mortgaged Property. (a) The Mortgagor acknowledges that Mortgagee has examined the identity of the Mortgagor and relied on the creditworthiness and experience of continuous ownership by the Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan, and that Mortgagee will continue to rely on Mortgagor’s ownership of the Mortgaged Property as is a means of maintaining material inducement to the value Lender of the Mortgaged Property as security for repayment extension of the DebtLoan evidenced by the Note. Except as expressly permitted under this Mortgage, may be otherwise allowed by the Loan Agreement or under the other Loan Documents, Mortgagor shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted Encumbrances) (collectively, “Transfers”) of (i) all or any part of the Mortgaged Property or any interest therein, or (ii) any direct or indirect beneficial ownership interest (in whole or in part) in Mortgagor, irrespective of the number of tiers of ownership, without the prior written consent of Mortgagee. the Lender, on behalf of the Secured Parties, neither: (a) the Mortgaged Property or any part thereof or interest therein; nor (b) if the Mortgagor is a corporation, any capital stock or other equity security in Mortgagor; nor (c) if the Mortgagor is a partnership or limited partnership, any general limited partnership interest in the Mortgagor or any capital stock or other equity security in any corporate partner comprising the Mortgagor, nor (d) if the Mortgagor is a limited liability company, any member’s interest in the Mortgagor, shall in any manner be sold, conveyed, assigned, encumbered, hypothecated, issued, redeemed or otherwise transferred. The occurrence of any Transfer in violation provisions of this Section 9 shall constitute an Event apply to each and every such sale, conveyance, assignment, encumbrance, hypothecation, issuance, redemption and other transfer, regardless of Default hereunderwhether or not the Lender has consented to, whereupon Mortgagee at or waived by its optionaction or inaction its rights hereunder with respect to, without being any such previous sale, conveyance, assignment, encumbrance, hypothecation, issuance, redemption and other transfer. The Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may in order to declare the Debt immediately due and payable. (c) Mortgagee’s consent to any Transfer of the Mortgaged Property or any interest in Mortgagor shall not be deemed to be payable upon a waiver of Mortgagee’s right to require such consent to any future occurrence of same. Any attempted or purported Transfer of the Mortgaged Property or of any direct or indirect interest in Mortgagor, if made in contravention violation of this Section 9, shall be null and void and of no force and effectSection.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan, and that Mortgagee will continue to rely on Mortgagor’s ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except as expressly may otherwise be permitted under this Mortgage, hereunder or pursuant to the Loan Agreement or under the other Loan Relevant Documents, Mortgagor shall not cause or suffer to occur or existsell, directly or indirectlyconvey, voluntarily or involuntarily, by operation of law or otherwise, any sale, transferalienate, mortgage, pledgeencumber, lien pledge or encumbrance (other than Permitted Encumbrances) (collectively, “Transfers”) of (i) all or any part of otherwise transfer the Mortgaged Property or any part thereof or any of its interest therein, or (ii) any direct or indirect beneficial ownership interest (in whole or in part) in Mortgagor, irrespective of the number of tiers of ownership, without the prior written consent of Mortgagee. (b) The occurrence of any Transfer in violation of this Section 9 . Mortgagee shall constitute an Event of Default hereunder, whereupon Mortgagee at its option, without being not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may hereunder in order to declare the Debt Obligations immediately due and payable. (c) Mortgagee’s consent to any Transfer payable upon Mortgagor's conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property in violation of this Mortgage or any interest in Mortgagor other Relevant Document. This provision shall not be deemed apply to be a waiver of Mortgagee’s right to require such consent to any future occurrence of same. Any attempted every sale, conveyance, alienation, mortgage, encumbrance, pledge or purported Transfer transfer of the Mortgaged Property that is not permitted pursuant to the Relevant Documents, regardless of whether voluntary or not, or whether or not Mortgagee has consented to any previous sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property. (b) Notwithstanding Section 6(a), Mortgagor shall have the right to sell the Mortgaged Property at any time to a third party bona fide purchaser after consultation with Mortgagee and upon the prior written consent of Mortgagee to such sale and the sales price (such consent not to be unreasonably withheld), provided that the net proceeds of such sale of the Mortgaged Property (after payment of transfer taxes and reasonable brokerage commissions, if any, and other reasonable closing costs) shall be applied towards repayment of the Obligations, including, without limitation, repayment of the Secured Rejection Note (including prepayment of any direct amounts not yet due and payable) and payment of the Principal Amounts (as defined in the Rent Deferral Notes) then outstanding under the Rent Deferral Notes, in the order and manner set forth in the Notes. After the Secured Rejection Note and all Principal Amounts outstanding under the Notes have been repaid in full, any remaining net proceeds (including proceeds from any sale or indirect interest other disposition of the Mortgaged Property pursuant to Section 24 hereof) not applied towards repayment of the Obligations shall be deposited into an escrow account designated by Mortgagee for Mortgagor's account and as security for the performance by Mortgagor of its Obligations to Mortgagee under the Relevant Documents (the "PROCEEDS ESCROW ACCOUNT") which escrow account shall be administered by Mortgagee, or, at Mortgagee's discretion and in accordance with Mortgagee's instructions, may be administered by an escrow agent (an "ESCROW AGENT") selected by Mortgagee (whose reasonable fees shall be paid by Mortgagor). Mortgagor may also from time to time deposit additional funds into the Proceeds Escrow Account as further security for the Obligations. At Mortgagee's request, if made in contravention Mortgagor agrees to enter into a separate escrow agreement to further evidence the provisions of this Section 96(b), shall be null and void in the event that Mortgagee chooses an Escrow Agent to administer the Proceeds Escrow Account, Mortgagor agrees to execute an escrow agreement in form and of no force and effect.substance reasonably satisfactory to Mortgagee (including provisions consistent with the

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the LoanLoans, and that Mortgagee will continue to rely on Mortgagor’s ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the DebtLiabilities. Except as expressly permitted under this Mortgage, the Loan Agreement or under the other Loan Documentspursuant to Subsection 24(c) below (if and as applicable), Mortgagor shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted Encumbrances) (collectively, “Transfers”) of (i) all or any part of the Mortgaged Property or any interest therein, or (ii) any direct or indirect beneficial ownership interest (in whole or in part) in Mortgagor, irrespective of the number of tiers of ownership, without the prior written consent (on a case-by-case basis) of Mortgagee, unless otherwise permitted by the Credit Agreement. (b) The occurrence of any Transfer in violation of this Section 9 shall constitute an Event of Default hereunder, whereupon Mortgagee at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt immediately due and payable. (c) Mortgagee’s written consent to any Transfer of the Mortgaged Property or any interest in Mortgagor shall not be deemed to be a waiver of Mortgagee’s right to require such consent to any future occurrence of same. Any attempted or purported Transfer of the Mortgaged Property or of any direct or indirect interest in Mortgagor, if made in contravention of this Section 924, shall be null and void ab initio and of no force and effect. (c) Notwithstanding the foregoing or anything set forth in this Section 24 to the contrary, Mortgagor may (i) consummate any Asset Disposition, which may include the Transfer of the Mortgaged Property (or any portion thereof) or any interest in Mortgagor, to the extent permitted under, and subject to the applicable terms, conditions and limitations of the Credit Agreement, and (ii) merge into or amalgamate or consolidate with, or otherwise acquire, or be acquired by, any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or enter into any asset sale permitted by the Credit Agreement, to the extent permitted under, and subject to the applicable terms, conditions and limitations of the Credit Agreement.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan, and that Mortgagee will continue to rely on Mortgagor’s 's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Mortgagor acknowledges that Mortgagee has a valid interest in maintaining the value of the Mortgaged Property so as to ensure that, should Mortgagor default in the repayment of the Debt, Mortgagee can recover the Debt by a sale of the Mortgaged Property. Except as expressly permitted under this Mortgage, the Loan Agreement or under the other Loan Documents, Mortgagor shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted Encumbrances) (collectively, “Transfers”"TRANSFERS") of (i) all or any part of the Mortgaged Property or any interest therein, or (ii) any direct or indirect beneficial ownership interest (in whole or in part) in Mortgagor, irrespective of the number of tiers of ownership, without the prior written consent of Mortgagee. (b) The occurrence of any Transfer in violation of this Section 9 shall constitute an Event of Default hereunder, whereupon Mortgagee at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt immediately due and payable. (c) Mortgagee’s 's consent to any one Transfer of the Mortgaged Property or any interest in Mortgagor shall not be deemed to be a waiver of Mortgagee’s 's right to require such consent to any future occurrence of same. Any attempted or purported Transfer of the Mortgaged Property or of any direct or indirect interest in Mortgagor, if made in contravention of this Section 9, paragraph shall be null and void and of no force and effect. (d) Mortgagor agrees to bear and shall pay or reimburse Mortgagee on demand for all reasonable expenses (including, without limitation, reasonable attorneys' fees and disbursements. title search costs and title insurance endorsement premiums) incurred by Mortgagee in connection with the review, approval and documentation of any Transfer which requires the consent of Mortgagee.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loanfinancial accommodations set forth in the Deferral Agreement, and that Mortgagee will continue to rely on Mortgagor’s ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the DebtLiabilities. Except as expressly permitted under this Mortgage, the Loan Agreement or under the other Loan Documentspursuant to Subsection 24(c) below (if and as applicable), Mortgagor shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted EncumbrancesLiens) (collectively, “Transfers”) of (i) all or any part of the Mortgaged Property or any interest therein, or (ii) any direct or indirect beneficial ownership interest (in whole or in part) in Mortgagor, irrespective of the number of tiers of ownership, without the prior written consent of Mortgagee. (b) The occurrence of any Transfer in violation of this Section 9 shall constitute an Event of Default hereunder, whereupon Mortgagee at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt immediately due and payable. (c) Mortgagee’s written consent to any Transfer of the Mortgaged Property or any interest in Mortgagor shall not be deemed to be a waiver of Mortgagee’s right to require such consent to any future occurrence of same. Any attempted or purported Transfer of the Mortgaged Property or of any direct or indirect interest in Mortgagor, if made in contravention of this Section 924, shall be null and void ab initio and of no force and effect. (c) Notwithstanding the foregoing or anything set forth in this Section 24 to the contrary, Mortgagor may (i) consummate any Asset Sale, which may include the Transfer of the Mortgaged Property (or any portion thereof) or any interest in Mortgagor, to the extent permitted under, and subject to the applicable terms, conditions and limitations of, Section 7.01 of the Deferral Agreement, and (ii) merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, so long as the surviving entity assumes or remains liable for the Liabilities to the same extent Mortgagor was liable for the Liabilities immediately prior to such merger, amalgamation or consolidation.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loanloan secured hereby, and that Mortgagee will continue to rely on Mortgagor’s 's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except Mortgagor acknowledges that Mortgagee has a valid interest in maintaining the value of the Mortgaged Property so as expressly permitted under this Mortgageto ensure that, should Mortgagor default in the Loan Agreement or under repayment of the Debt, Mortgagee can recover the Debt by a sale of the Mortgaged Property. Subject to the provisions of Section 12(b) below, without the prior written consent of Mortgagee: (i) neither Mortgagor nor any other Loan Documents, Mortgagor shall not cause or suffer to occur or existPerson shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any salesell, transfer, convey, mortgage, pledge, lien or encumbrance assign any interest in, or encumber, alienate, xxxxx x Xxxx in or against, or grant or enter into any easement, covenant or other agreement granting rights in or restricting the use or development of, (other than Permitted EncumbrancesA) (collectively, “Transfers”) of (i) all or any part of the Mortgaged Property or any interest thereinpart thereof, or (iiB) any direct partnership interest, membership interest, shares of stock, beneficial interest or indirect beneficial any other ownership interest (in whole or in part) in Mortgagor or in any partner, member, shareholder, beneficiary or other direct or indirect holder or any interest therein, through each tier of ownership with the intention that the foregoing restrictions shall not be avoided by the use of multiple tiers of ownership of direct or indirect interests in Mortgagor; and (ii) no new partner, member, shareholder, beneficiary or other legal or equitable owner shall be admitted to or created in Mortgagor or in any partner, member, shareholder, beneficiary or other direct or indirect holder of any interest therein, through each tier of ownership with the intention that the foregoing restrictions shall not be avoided by the use of multiple tiers of ownership of direct or indirect interests in Mortgagor, irrespective (nor shall any existing general partner or member or controlling limited partner withdraw from Mortgagor); (iii) there shall be permitted no change in the organizational documents of, nor any withdrawal, resignation, removal or other change of status on the number part of any partner, member, officer, director, manager or other Person from or with respect to his, her or its position of authority or control in, any of Mortgagor or any partner, member, shareholder, beneficiary or other legal or equitable owner of Mortgagor, or any partner, member, shareholder, beneficiary or other direct or indirect holder of any interest therein (through each tier of ownership with the intention that these restrictions shall not be avoided by the use of multiple tiers of ownershipownership of direct or indirect interests in Mortgagor), without the prior written consent of Mortgagee. (b) The if any such occurrence of any Transfer shall result in violation of this Section 9 shall constitute an Event of Default hereunder, whereupon Mortgagee at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt immediately due and payable. (c) Mortgagee’s consent to any Transfer a change in control of the Mortgaged Property Property, Mortgagor or any interest in Mortgagor shall not be deemed to be a waiver of Mortgagee’s right to require such consent to any future occurrence of same. Any attempted or purported Transfer of the Mortgaged Property or of any direct or indirect interest in Mortgagor, if made in contravention of this Section 9, shall be null and void and of no force and effect's affairs.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan, and that Mortgagee will continue to rely on Mortgagor’s ownership No part of the Mortgaged Property as a means nor any interest of maintaining any nature whatsoever therein nor any direct or indirect interest of any nature whatsoever in the value of the Mortgaged Property as security for repayment of the Debt. Except as expressly permitted under this MortgageMortgagor, the Loan Agreement or under the other Loan Documentsin any Guarantor (whether partnership, Mortgagor membership, stock, equity, beneficial, profit, loss or otherwise) shall not cause or suffer to occur or existin any manner, directly or indirectly, voluntarily be further encumbered, sold, transferred or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted Encumbrances) (collectively, “Transfers”) of (i) all or any part of the Mortgaged Property or any interest thereinconveyed, or (ii) any direct permitted to be further encumbered, sold, transferred, assigned or indirect beneficial ownership interest (in whole or in part) in Mortgagor, irrespective of the number of tiers of ownership, conveyed without the prior written consent of the Mortgagee. (b) , which consent in any and all circumstances may be withheld in the sole and absolute discretion of the Mortgagee. The occurrence provisions of any Transfer in violation the foregoing sentence of this Section 9 paragraph shall constitute an Event apply to each and every such further encumbrance, sale, transfer, assignment or conveyance, regardless of Default whether or not the Mortgagee has consented to, or waived by its action or inaction its rights hereunder with respect to, any such previous further encumbrance, sale, transfer, assignment or conveyance, and irrespective of whether such further encumbrance, sale, transfer, assignment or conveyance is voluntary, by reason of operation of law or is otherwise made. Notwithstanding the foregoing and provided that no default shall then exist hereunder, whereupon Mortgagee at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt immediately due and payable. (c) Mortgagee’s consent to any Transfer of the Mortgaged Property or any interest in Mortgagor it shall not be deemed to be a waiver of Mortgagee’s right to require such consent to any future occurrence of same. Any attempted or purported Transfer default hereunder if, upon the death of the Mortgaged Property Mortgagor or any Guarantor, a general partner of the Mortgagor or any Guarantor, shareholder(s) of the Mortgagor or any Guarantor or member(s) of the Mortgagor or any Guarantor or any other person owning a direct or indirect interest in Mortgagorthe Mortgagor or in any Guarantor (the “Deceased”), if made the interest of the Deceased in contravention the Mortgaged Property and/or the Mortgagor or any Guarantor is transferred, in the case of an interest in the Mortgaged Property, subject to the lien of this Section 9Mortgage, to the estate of the Deceased, and thereafter to the spouse and/or the lineal descendants of the Deceased or trusts for the exclusive benefit of such spouse or lineal descendants without the prior written consent of the Mortgagee, provided each such transferee shall notify the Mortgagee in writing within five (5) days of such transfer and thereafter shall promptly execute and deliver such documents, including without limitation, any assumption of mortgage agreement, as may be null required by the Mortgagee, all in form and void and in content satisfactory to the Mortgagee in all respects. In all other respects the provisions of no this Paragraph 12 shall continue to apply with full force and effect.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on Except for transfers permitted pursuant to the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan, and that Mortgagee will continue to rely on Mortgagor’s ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except as expressly permitted under this Mortgage, the Loan Agreement or under the other Loan DocumentsCredit Agreement, Mortgagor shall not cause or suffer to occur or existsell, directly or indirectlyconvey, voluntarily or involuntarily, by operation of law or otherwise, any sale, transferalien, mortgage, pledgeencumber, lien pledge or encumbrance (other than Permitted Encumbrances) (collectivelyotherwise transfer the Mortgaged Property or any part thereof. A sale, “Transfers”) conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of (i) this paragraph 11 shall be deemed to include any installment sales agreement wherein Mortgagor agrees to sell the Mortgaged Property or any part thereof for a price to be paid in installments or any agreement by Mortgagor leasing all or any a substantial part of the Mortgaged Property for other than actual occupancy by a space tenant thereunder or any interest thereinsale, assignment or other transfer of, or (ii) the grant of a security interest in, Mortgagor's right, title and interest in and to any direct Leases ox xxx Xxxts or indirect beneficial ownership interest (in whole or in part) in Mortgagor, irrespective of the number of tiers of ownership, without the prior written consent of Mortgagee. (b) The occurrence of any Transfer in violation of this Section 9 other property income. Mortgagee shall constitute an Event of Default hereunder, whereupon Mortgagee at its option, without being not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may hereunder in order to declare the Debt Obligations immediately due and payable. (c) Mortgagee’s consent to any Transfer payable upon Mortgagor's sale, conveyance, alienation, mortgage, encumbraxxx, xxxxge or transfer of the Mortgaged Property in violation of this Mortgage, or any interest in Mortgagor other Mortgage Loan Document. This provision shall not be deemed apply to be a waiver of Mortgagee’s right to require such consent to any future occurrence of same. Any attempted every sale, conveyance, alienation, mortgage, encumbrance, pledge or purported Transfer transfer of the Mortgaged Property that is not a transfer permitted pursuant to the terms of the Credit Agreement, regardless of whether voluntary or not, or whether or not Mortgagee has consented to any previous sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of any direct or indirect interest in Mortgagor, if made in contravention of this Section 9, shall be null and void and of no force and effectthe Mortgaged Property.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor -------------------------------------------------- acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan, and that Mortgagee will continue to rely on Mortgagor’s 's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except as expressly permitted under this Mortgage, the Loan Agreement or under the other Loan Documents, Mortgagor shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted Encumbrances) (collectively, “"Transfers”") of --------- (i) all or any part of the Mortgaged Property or any interest of Mortgagor therein, or (ii) any direct or indirect beneficial ownership interest (in whole or in part) in Mortgagor, irrespective of the number of tiers of ownership, without the prior written consent of Mortgagee. (b) Notwithstanding the foregoing, Mortgagor may, without the consent of Mortgagee, (i) make immaterial transfers of portions of the Mortgaged Property to any federal, state or local government or any political subdivision thereof (collectively, "Governmental Authorities") for dedication or public use ------------------------ (subject to the provisions of Section 6 hereof) and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone, cellular, cable, internet and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such transfer or conveyance set forth in the foregoing clauses (i) and (ii) shall have a Property Adverse Effect; provided, however, that Mortgagor shall give Mortgagee at least ten (10) days' prior written notice of any such transfer or conveyance describing same in reasonable detail and certifying that such transfer or conveyance satisfies the foregoing conditions. Upon the request of Mortgagor, and at Mortgagor's sole cost and expense, Mortgagee shall release its lien with respect to any portion of the Mortgaged Property that is transferred as provided in clause (i) above and subordinate this Mortgage to any transfer or conveyance permitted pursuant to clause (ii) above. (c) The occurrence of any Transfer in violation of this Section 9 9(a) above shall constitute an Event of Default hereunder, whereupon Mortgagee at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt immediately due and payable. (cd) Mortgagee’s 's consent to any Transfer of the Mortgaged Property or any interest in Mortgagor shall not be deemed to be a waiver of Mortgagee’s 's right to require such consent to any future occurrence of same. Any attempted or purported Transfer of the Mortgaged Property or of any direct or indirect interest in Mortgagor, if made in contravention of this Section 9, shall be null and void and of no force and effect.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor Company acknowledges that Mortgagee has examined and relied on the creditworthiness of Company and experience of Mortgagor Company in owning and operating properties such as the Mortgaged Property in agreeing to make the Loanloan secured hereby, and that Mortgagee will continue to rely on Mortgagor’s Company's ownership interest of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except as expressly permitted under this Mortgage, Company acknowledges that Mortgagee has a valid interest in maintaining the Loan Agreement or under the other Loan Documents, Mortgagor shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted Encumbrances) (collectively, “Transfers”) of (i) all or any part value of the Mortgaged Property or any interest thereinso as to ensure that, or (ii) any direct or indirect beneficial ownership interest (should Company default in whole or in part) in Mortgagor, irrespective the repayment of the number Debt, Mortgagee can recover the Debt by a sale of tiers of ownershipthe Mortgaged Property. Company agrees, without the prior written consent of Mortgagee. , which shall not unreasonably be withheld or delayed, not to further encumber (including any mortgage, deed of trust or wrap-around mortgage or like security interest) the Mortgaged Property or any part thereof or permit the further encumbrance of the Mortgaged Property or any part thereof, or to sell, transfer or convey the Mortgaged Property or any part thereof or the right to manage or control the operation of the Mortgaged Property or any part thereof or permit the Mortgaged Property or any part thereof to be sold, transferred or conveyed, or pledge the Mortgaged Property or any part thereof. A sale, transfer or conveyance within the meaning of this paragraph 9 shall be deemed to include (a) an installment sales agreement wherein Company agrees to sell the Mortgaged Property or any part thereof for a price to be paid in installments; (b) The occurrence an agreement by Company leasing all or a substantial part of the Mortgaged Property (except such leases as are approved by Mortgagee) or a sale, assignment or other transfer of, or the grant of a security interest in, Company's right, title and interest in and to any Transfer Leases or any Rents; and (c) if Company is a corporation, the voluntary or involuntary sale, conveyance or transfer of Company's stock or the creation or issuance of new stock by which an aggregate of more than 10% of Company's stock shall be vested in violation a party or parties who are not now stockholders. Mortgagee reserves the right to condition the consent required hereunder upon a modification of this Section 9 the terms hereof and on assumption of the Mortgage as so modified by the proposed transferee, payment of a transfer fee, or such other conditions as Mortgagee shall constitute an Event determine in its sole discretion to be in the interest of Default hereunder, whereupon Mortgagee. Mortgagee at its option, without being shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may hereunder in order to declare the Debt immediately due and payable. (c) payable upon the sale, transfer, conveyance or further encumbrance of the Mortgaged Property without Mortgagee’s consent 's consent. This provision shall apply to any Transfer every sale, transfer, conveyance, or further encumbrance of the Mortgaged Property or any interest in Mortgagor shall part thereof regardless of whether voluntary or not, or whether or not be deemed to be a waiver of Mortgagee’s right to require such consent Mortgagee has consented to any future occurrence of same. Any attempted previous sale, transfer, conveyance, or purported Transfer further encumbrance of the Mortgaged Property or Property. Company shall give immediate written notice to the Mortgagee of any direct such sale, transfer, conveyance or indirect interest in Mortgagor, if made in contravention of this Section 9, shall be null and void and of no force and effectfurther encumbrance.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loanloan secured hereby, and that Mortgagee will continue to rely on Mortgagor’s Xxxxxxxxx's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except as expressly permitted under this Mortgage, Mortgagor acknowledges that Mortgagee has a valid interest in maintaining the Loan Agreement or under the other Loan Documents, Mortgagor shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted Encumbrances) (collectively, “Transfers”) of (i) all or any part value of the Mortgaged Property or any interest thereinso as to ensure that, or (ii) any direct or indirect beneficial ownership interest (should Mortgagor default in whole or in part) in Mortgagor, irrespective the repayment of the number Debt, Mortgagee can recover the Debt by a sale of tiers of ownershipthe Mortgaged Property. Mortgagor shall not, without the prior written consent of Mortgagee. (b) The occurrence of any Transfer in violation of this Section 9 shall constitute an Event of Default hereunder, whereupon Mortgagee at its optionsell, without being required to demonstrate any actual impairment of its security convey, alienate, mortgage, encumber, pledge or any increased risk of default hereunder, may declare the Debt immediately due and payable. (c) Mortgagee’s consent to any Transfer of otherwise transfer the Mortgaged Property or any interest in Mortgagor shall not be deemed to be a waiver of Mortgagee’s right to require such consent to any future occurrence of same. Any attempted part thereof, or purported Transfer of permit the Mortgaged Property or any part thereof to be sold, conveyed, alienated, mortgaged, encumbered, pledged or otherwise transferred; provided, however, Mortgagee may, in its sole discretion, give such written consent (but shall have no obligation to do so) to any such sale, conveyance, alienation, mortgage, encumbrance, pledge or other transfer, and any such consent may be conditioned upon the satisfaction of such conditions precedent as Mortgagee may require (including, without limitation, the conditions precedent set forth in subsection 12[c] below). Notwithstanding any direct or indirect interest in Mortgagor, if made in contravention other provision of this Section 9, shall be null and void and of no force and effect.this

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan, and that Mortgagee will continue to rely on Mortgagor’s ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except as expressly permitted under this Mortgage, the Loan Agreement or under the other Loan Documents, Mortgagor shall not cause permit or suffer to occur any sale, assignment, conveyance, transfer, mortgage, lease (other than leases made in accordance with the provisions of this Mortgage) or existencumbrance of, directly or indirectlyany contract for any of the foregoing on an installment basis or otherwise pertaining to, voluntarily the Mortgaged Property, any part thereof, any interest therein, the beneficial interest in Mortgagor or involuntarilyin any trust holding title to the Mortgaged Property or any interest in a corporation, partnership or other entity which owns all or part of the Mortgaged Property, whether by operation of law or otherwise, any without the prior written consent of Lender having been obtained (i) to the sale, transferassignment, conveyance, mortgage, pledgelease, lien option, encumbrance or encumbrance (other than Permitted Encumbrances) (collectively, “Transfers”) of (i) all or any part of the Mortgaged Property or any interest therein, or transfer and (ii) to the form and substance of any direct instrument evidencing or indirect beneficial ownership interest (in whole contracting for any such sale, assignment, conveyance, mortgage, lease, option, encumbrance or in part) in Mortgagor, irrespective of the number of tiers of ownershipother transfer. Mortgagor shall not, without the prior written consent of Mortgagee. (b) The occurrence Lender, further assign or permit to be assigned the rents from the Mortgaged Property, and any such assignment without the prior express written consent of Lender shall be null and void. Mortgagor shall not permit any Transfer interest in violation of this Section 9 shall constitute an Event of Default hereunder, whereupon Mortgagee at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt immediately due and payable. (c) Mortgagee’s consent to any Transfer lease of the Mortgaged Property or any interest in Mortgagor shall not be deemed to be a waiver of Mortgagee’s right to require such consent subordinated to any future occurrence of same. Any attempted or purported Transfer of encumbrance on the Mortgaged Property or of other than the Loan Instruments and any direct or indirect interest in Mortgagor, if made in contravention of this Section 9, such subordination shall be null and void void. Mortgagor agrees that in the event the ownership of the Mortgaged Property, any interest therein or any part thereof becomes vested in a person other than Mortgagor, Lender may, without notice to Mortgagor, deal in any way with such successor or successors in interest with reference to this Mortgage, the Notes, the Loan Instruments and Mortgagor’s Liabilities without in any way vitiating or discharging Mortgagor’s liability hereunder or Mortgagor’s Liabilities. No sale of the Mortgaged Property, no force forbearance to any person with respect to this Mortgage, and effectno extension to any person of the time for payment of the Notes or any other Mortgagor’s Liabilities given by Lender shall operate to release, discharge, modify, change or affect the original liability of Mortgagor, either in whole or in part, except to the extent specifically agreed in writing by Lender.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan, and that Mortgagee will continue to rely on Mortgagor’s ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except as expressly permitted under this Mortgage, the Loan Agreement or under the other Loan Documents, Mortgagor shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted Encumbrances) (collectively, “Transfers”) of (i) all or any No part of the Mortgaged Property nor any interest in Borrower shall be further encumbered, sold, transferred, assigned or conveyed, or permitted to be further encumbered, sold, transferred, assigned or conveyed (a "Transfer") if such Transfer results in any person or group acting in concert acquiring beneficial ownership of securities of the Borrower representing more than 20% of the combined voting power of all securities of the Borrower entitled to vote and such percentage is greater than the aggregate percentage of such voting power then held by Yale Xxxxxxxx, Xxxxx Xxxxxxxxx and their immediate families, designated beneficiaries and any trust established for the benefit thereof by either of them, nor shall the Mortgaged Property or any interest therein, portion thereof be converted to or (ii) any direct operated as a condominium or indirect beneficial cooperative form of ownership interest (in whole or in part) in Mortgagor, irrespective of the number of tiers of ownership, without the prior written consent of MortgageeLender in each instance, and which consent in any and all circumstances may be withheld in the sole and absolute discretion of Lender. The provisions of the foregoing sentence of this paragraph shall apply to each and every such further encumbrance, sale, transfer, assignment or conveyance, regardless of whether or not Lender has consented to, or waived by its action or inaction its rights hereunder with respect to, any such previous further encumbrance, sale, transfer, assignment or conveyance, and irrespective of whether such further encumbrance, sale, transfer, assignment or conveyance is voluntary, by reason of operation of law or is otherwise made. For illustration purposes only, a Transfer shall be deemed to include: an installment sales contract or agreement whereby Borrower agrees to sell the Mortgaged Property or any part thereof in installments and/or an agreement by Borrower for leasing of all or a substantial part of the Mortgaged Property for other than actual occupancy by a space tenant. (b) The occurrence Notwithstanding the foregoing provisions of Section 1.9(a), and in addition to any Transfers not prohibited by this Section and except if Borrower is comprised of any Transfer individual persons, beneficial interests in violation Borrower can be transferred for estate planning purposes to family members of this Section 9 shall constitute an the holder of such beneficial interests without the prior written consent of Lender, provided (i) no Event of Default hereunderthen exists under this Instrument or the Loan Documents and (ii) Lender receives true, whereupon Mortgagee at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt immediately due accurate and payable. (c) Mortgagee’s consent to any Transfer complete copies of the Mortgaged Property or documents accomplishing such transfer within seven (7) days of such transfer. In no event shall any interest such Transfer affect in Mortgagor shall not be deemed to be a waiver any respect whatsoever the liability of Mortgagee’s right to require such consent to any future occurrence of same. Any attempted or purported Transfer of the Mortgaged Property or of any direct or indirect interest in Mortgagor, Responsible Parties (if made in contravention of this Section 9, shall be null and void and of no force and effectany) with respect to the Loan.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan, and that Mortgagee will continue to rely on Mortgagor’s 's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except as expressly permitted under this Mortgage, the Loan Agreement or under the other Loan Documents, Mortgagor shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted Encumbrances) (collectively, “"Transfers”") of (i) all or any part of the Mortgaged Property or any interest therein, or (ii) any direct or indirect beneficial ownership interest (in whole or in part) in Mortgagor, irrespective of the number of tiers of ownership, without the prior written consent of Mortgagee. (b) Notwithstanding the foregoing, Mortgagor may, without the consent of Mortgagee, (i) make immaterial transfers of portions of the Mortgaged Property to any federal, state or local government or any political subdivision thereof (collectively, "Governmental Authorities") for dedication or public use (subject to the provisions of Section 6 hereof) and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone, cellular, cable, internet and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such transfer or conveyance set forth in the foregoing clauses (i) and (ii) shall have a Material Adverse Effect; provided, however, that Mortgagor shall give Mortgagee at least ten (10) days' prior written notice of any such transfer or conveyance describing same in reasonable detail and certifying that such transfer or conveyance satisfies the foregoing conditions. (c) The occurrence of any Transfer in violation of this Section 9 shall constitute an Event of Default hereunder, whereupon Mortgagee at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt immediately due and payable. (cd) Mortgagee’s 's consent to any Transfer of the Mortgaged Property or any interest in Mortgagor shall not be deemed to be a waiver of Mortgagee’s 's right to require such consent to any future occurrence of same. Any attempted or purported Transfer of the Mortgaged Property or of any direct or indirect interest in Mortgagor, if made in contravention of this Section 9, shall be null and void and of no force and effect.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan, and that Mortgagee will continue to rely on Mortgagor’s 's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except as expressly permitted under this Mortgage, the Loan Agreement or under the other Loan Documents, Mortgagor shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted Encumbrances) (collectively, “"Transfers”") of (i) all or any part of the Mortgaged Property or any interest therein, or (ii) any direct or indirect beneficial ownership interest (in whole or in part) in Mortgagor, irrespective of the number of tiers of ownership, without the prior written consent of Mortgagee. (b) Notwithstanding the foregoing, Mortgagor may, without the consent of Mortgagee, (i) make immaterial transfers of portions of the Mortgaged Property to any federal, state or local government or any political subdivision thereof (collectively, "Governmental Authorities") for dedication or public use (subject to the provisions of Section 6 hereof) and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone, cellular, cable, internet and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such transfer or conveyance set forth in the foregoing clauses (i) and (ii) shall have a Material Adverse Effect; provided, however, that Mortgagor shall give Mortgagee at least ten (10) days' prior written notice of any such transfer or conveyance describing same in reasonable detail and certifying that such transfer or conveyance satisfies the foregoing conditions. (c) The occurrence of any Transfer in violation of this Section 9 shall constitute an Event of Default hereunder, whereupon Mortgagee at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt immediately due and payable. (cd) Mortgagee’s 's consent to any Transfer of the Mortgaged Property or any interest in Mortgagor shall not be deemed to be a waiver of Mortgagee’s 's right to require such consent to any future occurrence of same. Any attempted or purported Transfer of the Mortgaged Property or of any direct or indirect interest in Mortgagor, if made in contravention of this Section 9, shall be null and void and of no force and effect. (e) Notwithstanding the foregoing provisions of Section 9(a) above, Mortgagor shall have the right to sell or transfer all of the Mortgaged Property with Mortgagee's consent pursuant to a Transfer and Assumption (as defined in the Loan Agreement) in accordance with the terms and conditions of Section 11.3 of the Loan Agreement.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan, and that Mortgagee will continue to rely on Mortgagor’s ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except as otherwise expressly permitted under this Mortgage, the Loan Agreement or under the other Loan DocumentsAgreement, Mortgagor Borrower shall not cause permit or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, assignment, conveyance, transfer, mortgage, pledge, lien or encumbrance lease (other than Permitted EncumbrancesLeases made in accordance with the provisions of this Mortgage) (collectivelyor encumbrance of or any contract for any of the foregoing on an installment basis pertaining to the Mortgaged Property, “Transfers”) of (i) any part thereof, any interest therein, or in any trust holding title to the Mortgaged Property or any direct or indirect interest in a corporation, limited liability company, partnership or other entity which owns all or any part of the Mortgaged Property or any interest thereinsuch beneficial interest, whether by operation of law (excluding, however, transfers which occur by reason of death) or otherwise (each hereinafter referred to as a "Transfer or Encumbrance") without the prior written consent of Mortgagee having been obtained (i) to any such Transfer or Encumbrance and (ii) to the form and substance of any direct instrument evidencing or indirect beneficial ownership interest (in whole contracting for any such Transfer or in part) in Mortgagor, irrespective of the number of tiers of ownershipEncumbrance. Borrower shall not, without the prior written consent of Mortgagee. (b) The occurrence , further assign or permit to be assigned the Rents from the Mortgaged Property, except to further secure Borrower's Liabilities, and any such assignment without the prior express written consent of Mortgagee shall be null and void. Borrower shall not permit any Transfer interest in violation of this Section 9 shall constitute an Event of Default hereunder, whereupon Mortgagee at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt immediately due and payable. (c) Mortgagee’s consent to any Transfer Lease of the Mortgaged Property or any interest in Mortgagor shall not be deemed to be a waiver of Mortgagee’s right to require such consent subordinated to any future occurrence of same. Any attempted or purported Transfer of encumbrance on the Mortgaged Property or of other than the Loan Documents and any direct or indirect interest in Mortgagor, if made in contravention of this Section 9, such subordination shall be null and void void. Borrower agrees that in the event the ownership of the Mortgaged Property, any interest therein or any part thereof becomes vested in a person other than Borrower, Mortgagee may, without notice to Borrower, deal in any way with such successor or successors in interest with reference to this Mortgage, the Note, the Loan Documents and Borrower's Liabilities without in any way vitiating or discharging Borrower's liability hereunder or Borrower's Liabilities. No sale of the Mortgaged Property, no force forbearance to any person with respect to this Mortgage, and effectno extension to any person of the time for payment of the Note or any other Borrower's Liabilities given by Mortgagee shall operate to release, discharge, modify, change or affect the original liability of Borrower, either in whole or in part, except to the extent specifically agreed in writing by Mortgagee.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the LoanLoans, and that Mortgagee will continue to rely on Mortgagor’s ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the DebtLiabilities. Except (i) as expressly permitted under this Mortgage, pursuant to Subsection 24(c) below (if and as applicable); (ii) for De Minimis Leases entered into by Mortgagor in the Loan Agreement ordinary course of Mortgagor’s business and in the exercise of Mortgagor’s prudent business judgment; or under the other Loan Documents(iii) transfers given to a condemning authority with Mortgagee’s prior written consent in connection with a condemnation or eminent domain action, Mortgagor shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted EncumbrancesLiens) (collectively, “Transfers”) of (i) all or any part of the Mortgaged Property or any interest therein, or (ii) any direct or indirect beneficial ownership interest (in whole or in part) in Mortgagor, irrespective of the number of tiers of ownership, without the prior written consent (on a case-by-case basis) of Mortgagee, unless otherwise permitted by the Credit Agreement. (b) The occurrence of any Transfer in violation of this Section 9 shall constitute an Event of Default hereunder, whereupon Mortgagee at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt immediately due and payable. (c) Mortgagee’s written consent to any Transfer of the Mortgaged Property or any interest in Mortgagor shall not be deemed to be a waiver of Mortgagee’s right to require such consent to any future occurrence of same. Any attempted or purported Transfer of the Mortgaged Property or of any direct or indirect interest in Mortgagor, if made in contravention of this Section 924, shall be null and void ab initio and of no force and effect. (c) Notwithstanding the foregoing or anything set forth in this Section 24 to the contrary, Mortgagor may consummate any Asset Sale, which may include the Transfer of the Mortgaged Property (or any portion thereof) or any interest in Mortgagor, to the extent permitted under, and subject to the applicable terms, conditions and limitations of, Section 6.03 of the Credit Agreement.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loanloan secured hereby, and that Mortgagee will continue to rely on Mortgagor’s 's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except as expressly permitted under this Mortgage, Mortgagor acknowledges that Mortgagee has a valid interest in maintaining the Loan Agreement or under the other Loan Documents, Mortgagor shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted Encumbrances) (collectively, “Transfers”) of (i) all or any part value of the Mortgaged Property or any interest thereinso as to ensure that, or (ii) any direct or indirect beneficial ownership interest (should Mortgagor default in whole or in part) in Mortgagor, irrespective the repayment of the number Debt, Mortgagee can recover the Debt by a sale of tiers of ownership, without the Mortgaged Property. Without the prior written consent of Mortgagee: (i) neither Mortgagor nor any other Person having an ownership or beneficial interest in Mortgagor shall (A) directly or indirectly sell, transfer, convey, mortgage, pledge, or assign any interest in the Mortgaged Property or any part thereof (including any partnership or any other ownership interest in Mortgagor); (B) further encumber, alienate, grant a lien or granx xxx xxxxx interest in the Mortgaged Property or any part thereof (including any partnership or other ownership interest in Mortgagor), whether voluntarily or involuntarily; or (C) enter into any easement or other agreement granting rights in or restricting the use or development of the Mortgaged Property; (ii) no new general partner, member, shareholder or limited partner having the ability to control the affairs of Mortgagor shall be admitted to or created in Mortgagor (nor shall any existing general partner or member or shareholder or controlling limited partner withdraw from Mortgagor), and no change in Mortgagor's organizational documents relating to control over Mortgagor and/or the Mortgaged Property shall be effected; and (iii) no transfer shall be permitted which would cause Kranzco Realty Trust ("Kranzco") to own less than fifty-one percent (51%) of the beneficial interest in Mortgagor and the Mortgaged Property and less than one hundred percent (100%) of the voting stock in the corporate general partner or managing member of Mortgagor and not to have the power to direct the affairs of Mortgagor; provided, that notwithstanding the foregoing, no sale of the Mortgaged Property by the Mortgagor may occur prior to the fourth (4th) anniversary of the date of this Mortgage and any such sale after the fourth (4th) anniversary of the date of this Mortgage may only be consummated in accordance with the provisions of this Mortgage and the Cash Management, Collateral and Security Agreement, dated as of the date hereof by and among Mortgagor and the other mortgagors pledging properties securing the Note, Mortgagee and LaSalle National Bank, as collateral agent (the "Cash Management, Collateral and Security Agreement"). (b) The occurrence of any Transfer As used in violation of this Section 9 12, "transfer" shall constitute include (i) an Event of Default hereunder, whereupon Mortgagee at its option, without being required installment sales agreement wherein Mortgagor agrees to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt immediately due and payable. (c) Mortgagee’s consent to any Transfer of sell the Mortgaged Property or any interest in Mortgagor shall not be deemed part thereof for a price to be paid in installments; (ii) an agreement by Mortgagor leasing all or a waiver of Mortgagee’s right to require such consent to any future occurrence of same. Any attempted or purported Transfer substantial part of the Mortgaged Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgagor's right, title and interest in and to any Leases or any Rents, (iii) the sale, transfer, conveyance, mortgage, pledge, or assignment of the legal or beneficial ownership of any direct or indirect partnership interest in Mortgagorany general partner in Mortgagor that is a partnership or membership interest in any managing member in Mortgagor that is a limited liability company, if made (iv) the sale, transfer, conveyance, mortgage, pledge, or assignment of the legal or beneficial ownership of any voting stock in contravention any general partner in Mortgagor that is a corporation, and (v) a transfer of this Section 9, management of the Mortgaged Property to an entity other than Kranzco; "transfer" shall be null and void and of no force and effect.not include:

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor and its Controlling (defined below) principals in owning and operating properties such as similar to the Mortgaged Property Premises and Improvements in agreeing to make the Loan, and that Mortgagee will continue to rely on Mortgagor’s 's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except Mortgagor acknowledges that Mortgagee has a valid interest in maintaining the value of the Mortgaged Property so as expressly permitted under to ensure that, should an Event of Default occur, Mortgagee can recover the Debt by a sale of the Mortgaged Property in accordance with and subject to the terms of this Mortgage, the Loan Agreement or under Mortgage and the other Loan Documents. Accordingly, except for Transfers (as defined below) occurring as a result of this Mortgage or permitted by the terms of this Mortgage below, Mortgagor shall covenants and agrees not cause to effect any Transfer or suffer permit any Transfer to occur or existwithout in each instance the prior written consent of Mortgagee, directly or indirectly, voluntarily or involuntarily, which consent may be withheld in Mortgagee's sole discretion. Any Transfer not permitted by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted Encumbrances) (collectively, “Transfers”) of (i) all or any part of the Mortgaged Property or any interest therein, or (ii) any direct or indirect beneficial ownership interest (in whole or in part) in Mortgagor, irrespective of the number of tiers of ownership, this Mortgage made without the prior written consent of Mortgagee. (b) The occurrence of any Transfer in violation of this Section 9 Mortgagee shall constitute an Event of Default hereunderand Mortgagee shall have the option to exercise any and all remedies on account of the same, whereupon including accelerating the Maturity Date and declaring the entire outstanding Debt immediately due and payable, and Mortgagee at its option, without being shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may hereunder in order to declare the Debt immediately due and payable. This Subparagraph shall apply to every Transfer whether voluntary or not, or whether or not Mortgagee has consented to any previous Transfer. (cb) Mortgagee’s consent to The term "Transfer" means (i) any Transfer voluntary or involuntary (excluding a Taking), sale, conveyance, assignment, alienation, disposition, mortgage, encumbrance, pledge or other transfer of all or any part of the Mortgaged Property (including any conditional sale or other title retention agreement, any sale-leaseback, any financing lease or similar transaction having substantially the same economic effect as any of the foregoing, the filing of any financing statement or similar instrument under the Uniform Commercial Code or comparable law of any other jurisdiction, domestic or foreign, and any option to purchase, right of first refusal, right of first offer or similar right, but excluding any such transaction occurring simultaneously with a permitted repayment of the Loan), (ii) any direct, indirect, voluntary or involuntary, sale, conveyance, assignment, alienation, disposition, or other transfer of all or any portion of the equity interests in (or, through constituent parties, any of the ultimate equity interests in) Mortgagor, including any transfer of equity interests resulting from the death of a natural person or by operation of law; (iii) any mortgage, deed of trust, lien, pledge, hypothecation, assignment, preference, priority, security interest, or any other encumbrance or charge on any direct or indirect equity interest in Mortgagor shall not be deemed to be a waiver of Mortgagee’s in, or right to require such consent to distributions from Mortgagor (including any future occurrence of same. Any attempted or purported Transfer similar transaction having substantially the same economic effect as any of the Mortgaged Property or foregoing, the filing of any financing statement or similar instrument under the Uniform Commercial Code or comparable law of any other jurisdiction, domestic or foreign, and any option to purchase, right of first refusal, right of first offer or similar right, but excluding any such transaction occurring simultaneously with a permitted repayment of the Loan), or (iv) subject to Subparagraph (g) below, the issuance of preferred equity (or debt granting the holder thereof rights substantially similar to those generally associated with preferred equity) by Mortgagor or any holder of a direct or indirect interest in Mortgagor. A Transfer includes, if made without limitation, (A) an installment sales agreement wherein Mortgagor agrees to sell the Mortgaged Property or any part thereof for a price to be paid in contravention installments; (B) an agreement by Mortgagor leasing all or a substantial part of the Premises or Improvements for other than actual possession by a space tenant thereunder pursuant to a Lease in accordance with the terms of the applicable Loan Documents; and (C) a sale, assignment, pledge, encumbrance or other transfer of, or the grant of a security interest in, Mortgagor's right, title and interest in and to any Leases or any Rents. Agreements between Mortgagor and tenants that constitute Leases under this Mortgage are governed by the Assignment and Paragraph 7 of this Section 9Mortgage and not by this Paragraph 8, shall be null and void and of no force and effectsuch Leases do not constitute Transfers.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the LoanLoan secured hereby, and that Mortgagee will continue to rely on Mortgagor’s Xxxxxxxxx's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except as expressly permitted under this Mortgage, Mortgagor acknowledges that Mortgagee has a valid interest in maintaining the Loan Agreement or under the other Loan Documents, Mortgagor shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted Encumbrances) (collectively, “Transfers”) of (i) all or any part value of the Mortgaged Property or any interest thereinso as to ensure that, or (ii) any direct or indirect beneficial ownership interest (should Mortgagor default in whole or in part) in Mortgagor, irrespective the repayment of the number Debt, Mortgagee can recover the Debt by a sale of tiers of ownershipthe Mortgaged Property. Mortgagor shall not, without the prior written consent of Mortgagee, sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Mortgaged Property or any part thereof, or permit the Mortgaged Property or any part thereof to be sold, conveyed, alienated, mortgaged, encumbered, pledged or otherwise transferred; provided, however, Mortgagee may, in its sole discretion, give such written consent (but shall have no obligation to do so) to any such sale, conveyance, alienation, mortgage, encumbrance, pledge or other transfer, and any such consent may be conditioned upon the satisfaction of such conditions precedent as Mortgagee may require (including, without limitation, the conditions precedent set forth in subsection 12[d] below). Notwithstanding any other provision of this Section 12, Mortgagee will consent, subject to the conditions of subsection 12(c) hereof and provided that no Event of Default has occurred and is continuing, to a sale, conveyance, alienation, mortgage, encumbrance, pledge or other transfer of the Mortgaged Property by the original Mortgagor as set forth in this Mortgage. (bi) The occurrence of any Transfer in violation A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of this Section 9 12 shall constitute be deemed to include, but shall not be limited to, (A) an installment sales agreement wherein Xxxxxxxxx agrees to sell the Mortgaged Property or any part thereof for a price to be paid in installments; (B) an agreement by Mortgagor leasing all or a substantial part of the Mortgaged Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Xxxxxxxxx's right, title and interest in and to any Leases or any Rents; (C) if Mortgagor, Guarantor, or any general partner of Mortgagor or Guarantor is a corporation, any merger or consolidation or the voluntary or involuntary sale, conveyance, transfer or pledge of such corporation's stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation's stock shall be vested in a party or parties who are not now stockholders (provided, however, in no event shall this subpart [C] apply to any Guarantor whose stock is traded on a nationally recognized stock exchange); (D) if Mortgagor, Guarantor, or any general partner or managing partner of Mortgagor or any Guarantor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner or managing partner or the transfer or pledge of all or any portion of the partnership interest(s) of any general partner, managing partner or joint venturer or any profits or proceeds related to such partnership interest(s) or the voluntary or involuntary sale, conveyance, transfer or pledge by which an aggregate of more than fifty percent (50%) of the limited partnership interests in such partnership or any profits or proceeds related to such interests whether in one transfer or pledge or a series of transfers or pledges shall be vested in parties not having an ownership interest on the date of this Mortgage; (E) if Xxxxxxxxx, Guarantor or any general partner or managing member of Mortgagor or Guarantor is a limited liability company, the change, removal or resignation of the managing member of such company, the voluntary or involuntary sale, conveyance, transfer or pledge of the membership interest of the managing member of such company or any profits or proceeds relating to such membership interest or the voluntary or involuntary sale, conveyance, transfer or pledge by which an aggregate of more than fifty percent (50%) of the ownership interests in such limited liability company or any profits or proceeds related to such interests shall be vested in parties not having an ownership interest as of the date of this Mortgage; and (F) without limitation to the foregoing, any voluntary or involuntary sale, transfer, conveyance or pledge by any person or entity which directly controls Borrower (by operation of law or otherwise) (an "Original Principal") of its direct or indirect controlling interest in Borrower. (ii) Notwithstanding the foregoing, the following transfers shall not be deemed to be a sale, conveyance, mortgage, grant, bargain, encumbrance, pledge or assignment within the meaning of subsection 12(b)(i) hereof: (A) transfers made by devise, descent or operation of law upon the death of a joint tenant, partner or shareholder, subject, however, to all of the following requirements: (1) written notice of any transfer under this subsection 12(b)(ii)(A), whether by will, trust or other written instrument, operation of law or otherwise, is provided to Mortgagee or its servicer, together with copies of such documents relating to the transfer as Mortgagee or its servicer may reasonably request,(2) control over the management and operation of the Mortgaged Property is retained by one or more of Original Principals at all times prior to the death or legal incapacity of all Original Principals and is thereafter assumed by persons who are acceptable in all respects to Mortgagee in its sole and absolute discretion, (3) no such transfer by any of Original Principals will release their respective estates from any liability as a Guarantor, as more particularly provided in subsection 12(c) below, and (4) no such transfer, death or other event has any adverse effect either on the status of Mortgagor as a continuing legal entity liable for the payment of the Debt or on the bankruptcy-remote status of Mortgagor under the requirements o fany national rating agency for the Certificates (hereinafter defined), which requirements may include the furnishing at Mortgagor's expense a new bankruptcy non-consolidation opinion of counsel acceptable to Mortgagee if the Note constitutes a sufficiently large portion of the assets of the holder thereof and if any such transfer results in any person or entity (other than one covered by such opinion delivered in connection with this Mortgage) directly or indirectly owning or controlling more than a forty-nine percent (49%) interest in Mortgagor, or (B) transfers otherwise by operation of law in the event of a bankruptcy, (C) subject to all of the requirements of subsection 12(b)(ii)(A) above, a sale, transfer or hypothecation of a partnership, shareholder or membership interest in Mortgagor whichever the case may be by the current partner(s), shareholder(s) or member(s), as applicable, to an immediate family member (i.e., parents, spouses, siblings, children or grandchildren) of such partner, shareholder or member or to an Original Principal (or a trust for the benefit of such person), or (D) a Lease approved or deemed approved by Mortgagee in accordance with the Assignment of Leases and Rents dated the date hereof from Mortgagor to Mortgagee (the "Lease Assignment"). (c) Notwithstanding the provisions of subsections 12(a) and (b) above, Mortgagee will give its consent to a one-time sale or transfer of Mortgaged Property, provided that no Event of Default hereunderhas occurred and is continuing and (i) the grantee's or transferee's integrity, whereupon reputation, character, creditworthiness and management ability are satisfactory to Mortgagee in its sole discretion, (ii) the grantee's or transferee's (and its sole general partner's) single purpose and bankruptcy remote character are satisfactory to Mortgagee in its sole discretion, (iii) any conditions relating to the sale or transfer imposed by any national rating agency for the Certificates (as defined in Section 20) are satisfied (which conditions may include the furnishing of a new bankruptcy non-consolidation opinion of counsel acceptable to Mortgagee, (iv) Mortgagee has obtained such estoppels from any guarantors of the Note or replacement Guarantors and such other legal opinions, certificates and similar matters as Mortgagee may require, (v) all of Mortgagee's costs and expenses associated with the sale or transfer (including reasonable attorneys fees) are paid by Mortgagor or the grantee or transferee, (vi) the payment of a transfer and assumption fee not to exceed one percent (1%) of the then-outstanding principal balance of the Loan evidenced by the Note and secured hereby, (vii) the grantee's execution of a written assumption agreement and such modification to the Loan Documents containing such terms as Mortgagee may require and delivery of such agreement to Mortgagee prior to such sale or transfer (provided that in the event the Loan is included in a REMIC and is a performing loan, no modification to the terms and conditions shall be made or permitted that would cause (A) any adverse tax consequences to the REMIC or any holders of any Certificates, (B) the Mortgage to fail to be a "Qualifying Mortgage" under applicable federal law relating to REMICs, or (C) result in a taxation of the income from the Loan to the REMIC or cause a loss of REMIC status), and (viii) the delivery to Mortgagee of an endorsement (at Mortgagor's sole cost and expense) to the mortgagee policy of title insurance then insuring the lien created by this Mortgage in form and substance acceptable to Mortgagee in its optionsole judgment, and (ix) with respect to any such sale or transfer resulting in any person or entity (other than one covered by such opinion delivered in connection with this Mortgage) directly or indirectly owning or controlling more than forty-nine percent (49%) interest in Mortgagor, the delivery to Mortgagee of a new bankruptcy non-consolidation opinion of counsel acceptable to Mortgagee if Mortgagee could normally have required such opinion at the time of the execution and delivery of this Mortgage. Without limiting the foregoing, if Mortgagee shall consent to any such transfer, the written assumption agreement described in subsection 12(c)(vii) above shall provide for the release of Mortgagor of personal (1) is approved by Mortgagee in its sole discretion (including a determination that the proposed transferee and Substitute Guarantor have adequate financial resources), (2) assumes the obligations of the current guarantor or indemnitor under its guaranty or indemnity agreement, and (3) executes, without being any cost or expense to Mortgagee, a new guaranty and/or indemnity agreement, as applicable, in form and substance satisfactory to Mortgagee, then Mortgagee shall release the current Guarantor or indemnitor from all obligations arising under its guaranty or indemnity agreement after the closing of such sale. (d) Mortgagee agrees not to unreasonably withhold its consent to a sale or transfer of the Mortgaged Property upon the satisfaction (in the sole determination of Mortgagee) of the conditions to its consent as set forth herein; provided, however, in any event Mortgagee shall be deemed to be reasonable in withholding its consent if a sale to the proposed transferee receives unfavorable comment from a national rating agency for Certificates. Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may hereunder in order to declare the Debt immediately due and payable. (c) Mortgagee’s consent to payable upon any Transfer sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer by Mortgagor of the Mortgaged Property without Mortgagee's consent. (e) Mortgagee's consent to any sale, conveyance, alienation, mortgage, encumbrance, pledge or any interest in Mortgagor transfer of the Mortgaged Property shall not be deemed to be a waiver of Mortgagee’s 's right to require such consent to any future occurrence of same. Any attempted sale, conveyance, alienation, mortgage, encumbrance, pledge or purported Transfer transfer of the Mortgaged Property or of any direct or indirect interest in Mortgagor, if made in contravention of this Section 9, 12 shall be null and void and of no force and effect. (f) Xxxxxxxxx agrees to bear and shall pay or reimburse Mortgagee on demand for all reasonable expenses (including, without limitation, all recording costs, taxes, reasonable attorney's fees and disbursements and title search costs) incurred by Mortgagee in connection with the review, approval and documentation of any such sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer. (g) In no event shall any of the terms and provisions of this Section 12 amend or modify the terms and provisions contained in Section 9 herein.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on Except for the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan, and that Mortgagee will continue to rely on Mortgagor’s ownership occupancy of the Mortgaged Property pursuant to the Operating Lease and Permitted Subleases, and as a means otherwise hereinafter specifically provided to the contrary in this paragraph and paragraph 7 of maintaining the value this Mortgage, no part of the Mortgaged Property as security for repayment nor any interest of the Debt. Except as expressly permitted under this Mortgageany nature whatsoever therein, the Loan Agreement or under the other Loan Documents, Mortgagor shall not cause or suffer to occur or existin any manner, directly or indirectly, voluntarily be further encumbered, sold, transferred, assigned, conveyed, let or involuntarilysublet, by operation or permitted to be further encumbered, sold, transferred, assigned, conveyed, let or sublet without the prior consent of law or otherwisethe Mortgagee, which consent in any saleand all circumstances may be withheld in the sole and absolute discretion of the Mortgagee, transfer, mortgage, pledge, lien or encumbrance (other than Permitted Encumbrances) (collectively, “Transfers”) of except (i) all that as to further subleasing, Mortgagee’s consent shall not be unreasonably withheld, delayed or any part conditioned unless the existence of the Mortgaged Property or any interest thereinsuch proposed sublease would violate paragraph 7 (a) clause (iii) (a) hereof, or (ii) any direct to the extent permitted below in this paragraph 11 and (iii) nothing herein shall prohibit the granting of licenses to use the Equipment to the person or indirect beneficial ownership interest (persons then operating at the Mortgaged Property. In addition, except as otherwise hereinafter specifically provided to the contrary in whole or in part) in Mortgagorthis paragraph, irrespective but subject at all times to the terms and conditions of Section E. 24. of the number Loan Agreement, no interest of tiers of ownershipany nature whatsoever in the Mortgagor or any Guarantor (whether partnership, stock, equity, beneficial, profit, loss or otherwise) shall in any manner, directly or indirectly, be encumbered, sold, transferred, conveyed, without the prior written consent of the Mortgagee. (b) The occurrence of , which consent in any Transfer and all circumstances may be withheld in violation of this Section 9 shall constitute an Event of Default hereunder, whereupon Mortgagee at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt immediately due sole and payable. (c) Mortgagee’s consent to any Transfer absolute discretion of the Mortgaged Property Mortgagee provided however that a transfer or any interest conveyance of the Equity Interests of the Mortgagor or Guarantors shall be permitted hereunder without the consent of the Mortgagee if such transfer or conveyance does not result in Mortgagor a prohibited Change of Control (as defined in the Existing Credit Agreement) or, with respect to the Guarantors is otherwise permitted under the Existing Credit Agreement. Existing pledges of Equity Interests under the Existing Credit Agreement (as defined in the Loan Agreement) or the exercise of the remedies under the Existing Credit Agreement shall not be deemed to be a waiver of Mortgagee’s right to require such consent to any future occurrence of same. Any attempted or purported Transfer violation of the Mortgaged Property or of any direct or indirect interest in Mortgagor, if made in contravention of this Section 9, shall be null and void and of no force and effectprovisions hereof.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor Trustor ------------------------------------------------- acknowledges that Mortgagee Beneficiary has examined and relied on the creditworthiness and experience of Mortgagor Trustor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan, and that Mortgagee Beneficiary will continue to rely on Mortgagor’s Trustor's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except as expressly permitted under this MortgageDeed of Trust, the Loan Agreement or under the other Loan Documents, Mortgagor Trustor shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted Encumbrances) (collectively, “"Transfers”") of (i) all or any part of the Mortgaged Property or --------- any interest of Trustor therein, or (ii) any direct or indirect beneficial ownership interest (in whole or in part) in MortgagorTrustor, irrespective of the number of tiers of ownership, without the prior written consent of MortgageeBeneficiary. (b) Notwithstanding the foregoing, Trustor may, without the consent of Beneficiary, (i) make immaterial transfers of portions of the Mortgaged Property to any federal, state or local government or any political subdivision thereof (collectively, "Governmental Authorities") for dedication or ------------------------ public use (subject to the provisions of Section 6 hereof) and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone, cellular, cable, internet and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such transfer or conveyance set forth in the foregoing clauses (i) and (ii) shall have a Property Adverse Effect; provided, however, that Trustor shall give Beneficiary at least ten (10) days' prior written notice of any such transfer or conveyance describing same in reasonable detail and certifying that such transfer or conveyance satisfies the foregoing conditions. Upon the request of Trustor, and at Trustor's sole cost and expense, Beneficiary shall release its lien with respect to any portion of the Mortgaged Property that is transferred as provided in clause (i) above and subordinate this Deed of Trust to any transfer or conveyance permitted pursuant to clause (ii) above. (c) The occurrence of any Transfer in violation of this Section 9 9(a) above shall constitute an Event of Default hereunder, whereupon Mortgagee Beneficiary at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt immediately due and payable. (cd) Mortgagee’s Beneficiary's consent to any Transfer of the Mortgaged Property or any interest in Mortgagor Trustor shall not be deemed to be a waiver of Mortgagee’s Beneficiary's right to require such consent to any future occurrence of same. Any attempted or purported Transfer of the Mortgaged Property or of any direct or indirect interest in MortgagorTrustor, if made in contravention of this Section 9, shall be null and void and of no force and effect.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the LoanPayment Deferral, and that Mortgagee will continue to rely on Mortgagor’s ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the DebtLiabilities. Except as expressly permitted under this Mortgage, the Loan Agreement or under the other Loan Documentspursuant to Subsection 24(c) below (if and as applicable), Mortgagor shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted EncumbrancesLiens) (collectively, “Transfers”) of (i) all or any part of the Mortgaged Property or any interest therein, or (ii) any direct or indirect beneficial ownership interest (in whole or in part) in Mortgagor, irrespective of the number of tiers of ownership, without the prior written consent of Mortgagee. (b) The occurrence of any Transfer in violation of this Section 9 shall constitute an Event of Default hereunder, whereupon Mortgagee at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt immediately due and payable. (c) Mortgagee’s written consent to any Transfer of the Mortgaged Property or any interest in Mortgagor shall not be deemed to be a waiver of Mortgagee’s right to require such consent to any future occurrence of same. Any attempted or purported Transfer of the Mortgaged Property or of any direct or indirect interest in Mortgagor, if made in contravention of this Section 924, shall be null and void ab initio and of no force and effect. (c) Notwithstanding the foregoing or anything set forth in this Section 24 to the contrary, Mortgagor may (i) consummate any Asset Sale, which may include the Transfer of the Mortgaged Property (or any portion thereof) or any interest in Mortgagor, to the extent permitted under, and subject to the applicable terms, conditions and limitations of, Section 7.01 of the Deferral Agreement, and (ii) merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, so long as the surviving entity assumes or remains liable for the Liabilities to the same extent Mortgagor was liable for the Liabilities immediately prior to such merger, amalgamation or consolidation.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loanloan secured hereby, and that Mortgagee will continue to rely on Mortgagor’s Xxxxxxxxx's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except as expressly permitted under this Mortgage, Mortgagor acknowledges that Mortgagee has a valid interest in maintaining the Loan Agreement or under the other Loan Documents, Mortgagor shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted Encumbrances) (collectively, “Transfers”) of (i) all or any part value of the Mortgaged Property or any interest thereinso as to ensure that, or (ii) any direct or indirect beneficial ownership interest (should Mortgagor default in whole or in part) in Mortgagor, irrespective the repayment of the number Debt, Mortgagee can recover the Debt by a sale of tiers of ownershipthe Mortgaged Property. Mortgagor shall not, without the prior written consent of Mortgagee, sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Mortgaged Property or any part thereof, or permit the Mortgaged Property or any part thereof to be sold, conveyed, alienated, mortgaged, encumbered, pledged or otherwise transferred; provided, however, Mortgagee may, in its sole discretion, give such written consent (but shall have no obligation to do so) to any such sale, conveyance, alienation, mortgage, encumbrance, pledge or other transfer, and any such consent may be conditioned upon the satisfaction of such conditions precedent as Mortgagee may require (including, without limitation, the conditions precedent set forth in subsection 12[c] below). Notwithstanding any other provision of this Section 12, Mortgagee will consent, subject to the conditions of subsection 12(c) and provided that no Event of Default under the Loan Documents has occurred and is continuing, to one sale, conveyance, alienation, mortgage, encumbrance, pledge or other transfer of the Mortgaged Property by the original Mortgagor as set forth in this Mortgage. (b) The occurrence of any Transfer in violation A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of this Section 9 12 shall constitute not include (x) transfers made by devise or descent or by operation of law upon the death of a joint tenant, partner or shareholder, subject, however, to all the following requirements: (1) written notice of any transfer under this subsection 12(b)(x), whether by will, trust or other written instrument, operation of law or otherwise, is provided to Mortgagee or its servicer, together with copies of such documents relating to the transfer as Mortgagee or its servicer may reasonably request, (2) control over the management and operation of the Mortgaged Property is retained by persons who are acceptable in all respects to Mortgagee in its sole and absolute discretion, and (3) no such transfer, death or other event has any adverse effect either on the bankruptcy-remote status of Mortgagor under the requirements of any national rating agency for the Certificates (hereinafter defined) or on the status of Mortgagor as a continuing legal entity liable for the payment of the Debt and the performance of all other obligations secured hereby, or (y) transfers otherwise by operation of law in the event of a bankruptcy, nor shall the meaning include a Lease, but shall be deemed to include (i) an Event of Default hereunder, whereupon Mortgagee at its option, without being required installment sales agreement wherein Mortgagor agrees to demonstrate any actual impairment of its security sell the Mortgaged Property or any increased risk part thereof for a price to be paid in installments; (ii) an agreement by Mortgagor leasing all or a substantial part of default hereunderthe Mortgaged Property for other than actual occupancy by a space tenant thereunder or a sale, may declare assignment or other transfer of, or the Debt immediately due grant of a security interest in, Xxxxxxxxx's right, title and payableinterest in and to any Leases or any Rents; (iii) if Mortgagor, Guarantor, or any general partner of Mortgagor or Guarantor is a corporation, any merger, consolidation or the voluntary or involuntary sale, conveyance or transfer of such corporation's stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than 10% of such corporation's stock shall be vested in a party or parties who are not now stockholders (provided, however, in no event shall this subpart [iii] apply to any Guarantor whose stock, shares or partnership interests are traded on a nationally recognized stock exchange); (iv) if Mortgagor, Guarantor, or any general partner of Mortgagor or Guarantor is a limited liability company or limited partnership, the voluntary or involuntary sale, conveyance or transfer by which an aggregate of more than fifty percent (50%) of the ownership interest in such limited liability company or more than fifty percent (50%) of the limited partnership interests in such limited partnership shall be vested in parties not having an ownership interest as of the date of this Mortgage; and (v) if Mortgagor, any Guarantor or any general partner of Mortgagor or any Guarantor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner, managing partner or joint venturer or the transfer of all or any portion of the partnership interest of any general partner, managing partner or joint venturer. (c) Mortgagee’s Notwithstanding the provisions of subsections 12(a) and (b) above, Mortgagee will give its consent to a one time sale or transfer of Mortgaged Property, provided that no Event of Default under the Loan Documents has occurred and is continuing and (i) the grantee's or transferee's integrity, reputation, character and management ability are satisfactory to Mortgagee in its sole discretion, (ii) the grantee's or transferee's (and its sole general partner's) single purpose and bankruptcy remote character are satisfactory to Mortgagee in its sole discretion, (iii) and any Transfer conditions relating to the sale or transfer imposed by any national rating agency for the Certificates (as defined in Section 20) are satisfied, (iv) Mortgagee has obtained such estoppels from any guarantors of the Mortgaged Property Note or replacement guarantors and such other legal opinions, certificates and similar matters as Mortgagee may require, (v) all of Mortgagee's costs and expenses associated with the sale or transfer (including reasonable attorneys fees) are paid by Mortgagor or the grantee or transferee, (vi) the payment of a transfer fee not to exceed 1% of the outstanding principal balance of the loan evidenced by the Note and secured hereby (excluding the California Note and the Arkansas Note) (the "Loan"), (vii) the grantee's execution of a written assumption agreement and such modification to the Loan Documents containing such terms as Mortgagee may require and delivery of such agreement to Mortgagee prior to such sale or transfer (provided that in the event the Loan is included in a REMIC and is a performing Loan, no modification to the terms and conditions shall be made or permitted that would cause (A) any adverse tax consequences to the REMIC or any interest in Mortgagor shall not be deemed holders of any Certificates, (B) the Mortgage to fail to be a waiver of Mortgagee’s right Qualifying Mortgage under applicable federal law relating to require such consent to any future occurrence of same. Any attempted REMIC's, or purported Transfer (C) result in a taxation of the Mortgaged Property income from the Loan to the REMIC or cause a loss of any direct or indirect interest REMIC status), (viii) the delivery to Mortgagee of an endorsement (at Xxxxxxxxx's sole cost and expense) to the mortgagee policy of title insurance then insuring the lien created by this Mortgage in Mortgagor, if made form and substance acceptable to Mortgagee in contravention of this Section 9, shall be null and void and of no force and effectits sole judgment.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor Trustor acknowledges that Mortgagee Beneficiary has examined and relied on the creditworthiness and experience of Mortgagor Trustor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan, and that Mortgagee Beneficiary will continue to rely on Mortgagor’s Trustor's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except as expressly permitted under this MortgageDeed of Trust, the Loan Agreement or under the other Loan Documents, Mortgagor Trustor shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted Encumbrances) (collectively, “"Transfers”") of of (i) all or any part of the Mortgaged Property or any interest therein, or (ii) any direct or indirect beneficial ownership interest (in whole or in part) in MortgagorTrustor, irrespective of the number of tiers of ownership, without the prior written consent of MortgageeBeneficiary. (b) Notwithstanding the foregoing, Trustor may, without the consent of Beneficiary, (i) make immaterial transfers of portions of the Mortgaged Property to any federal, state or local government or any political subdivision thereof (collectively, "Governmental Authorities") for dedication or public use (subject to the provisions of Section 6 hereof) and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone, cellular, cable, internet and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such transfer or conveyance set forth in the foregoing clauses (i) and (ii) shall have a Material Adverse Effect; provided, however, that Trustor shall give Beneficiary at least ten (10) days' prior written notice of any such transfer or conveyance describing same in reasonable detail and certifying that such transfer or conveyance satisfies the foregoing conditions. (c) The occurrence of any Transfer in violation of this Section 9 shall constitute an Event of Default hereunder, whereupon Mortgagee Beneficiary at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt immediately due and payable. (cd) Mortgagee’s Beneficiary's consent to any Transfer of the Mortgaged Property or any interest in Mortgagor Trustor shall not be deemed to be a waiver of Mortgagee’s Beneficiary's right to require such consent to any future occurrence of same. Any attempted or purported Transfer of the Mortgaged Property or of any direct or indirect interest in MortgagorTrustor, if made in contravention of this Section 9, shall be null and void and of no force and effect.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loanloan secured hereby, and that Mortgagee will continue to rely on Mortgagor’s Xxxxxxxxx's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except Mortgagor acknowledges that Mortgagee has a valid interest in maintaining the value of the Mortgaged Property so as expressly permitted under this Mortgageto ensure that, should Mortgagor default in the Loan Agreement or under repayment of the Debt, Mortgagee can recover the Debt by a sale of the Mortgaged Property. Subject to the provisions of subsection 12(b) below, without the prior written consent of Mortgagee: (i) neither Mortgagor nor any other Loan Documents, Mortgagor shall not cause or suffer to occur or existPerson shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any salesell, transfer, convey, mortgage, pledge, lien or encumbrance assign any interest in. or encumber, alienate, xxxxx x Xxxx in or against, or grant or enter into any easement, covenant or other agreement granting rights, in or restricting the use or development of, (other than Permitted EncumbrancesA) (collectively, “Transfers”) of (i) all or any part of the Mortgaged Property or any interest thereinpart thereof, or (iiB) any direct partnership interest, membership interest, shares of stock, beneficial interest or indirect beneficial any other ownership interest (in whole or in part) in Mortgagor or in any partner, member, shareholder, beneficiary or other direct or indirect holder or any interest therein, through each tier of ownership with the intention that the foregoing restrictions shall not be avoided by the use of multiple tiers of ownership of direct or indirect interests in Mortgagor; (ii) no new partner, member, shareholder, beneficiary or other legal or equitable owner shall be admitted to or created in Mortgagor or in any partner, member, shareholder, beneficiary or other direct or indirect holder of any interest therein, through each tier of ownership with the intention that the foregoing restrictions shall not be avoided by the use of multiple tiers of ownership of direct or indirect interests in Mortgagor, irrespective (nor shall any existing general partner or member or controlling limited partner withdraw from Mortgagor); (iii) there shall be permitted no change in the organizational documents of, nor any withdrawal, resignation, removal or other change of status on the number part of any partner, member, officer, director, manager or other Person from or with respect to his, her or its position of authority or control in, any of Mortgagor or any partner, member, shareholder, beneficiary or other legal or equitable owner of Mortgagor, or any partner, member, shareholder, beneficiary or other direct or indirect holder of any interest therein (through each tier of ownership with the intention that these restrictions shall not be avoided by the use of multiple tiers of ownershipownership of direct or indirect interests in Mortgagor), without the prior written consent of Mortgagee. (b) The if any such occurrence of any Transfer shall result in violation of this Section 9 shall constitute an Event of Default hereunder, whereupon Mortgagee at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt immediately due and payable. (c) Mortgagee’s consent to any Transfer a change in control of the Mortgaged Property Property, Mortgagor or any interest Xxxxxxxxx's affairs, and (iv) there shall occur no material reduction or change in Mortgagor shall not be deemed the current power, authority or duties of [key principal(s) or other control party(ies) designated by underwriter] with respect to be a waiver of Mortgagee’s right to require such consent to any future occurrence of same. Any attempted the management or purported Transfer control of the Mortgaged Property Property, Mortgagor or Xxxxxxxxx's affairs, whether as a result of any direct retirement, withdrawal, removal, resignation, incapacity, death or indirect interest other cause, unless Xxxxxxxxx provides a substitute or replacement acceptable to Mortgagee in Mortgagor, if made in contravention of this Section 9, shall be null and void and of no force and effectits sole discretion within thirty (30) days thereafter.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan, and that Mortgagee will continue to rely on Mortgagor’s ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the DebtLiabilities. Except as expressly permitted under this Mortgage, the Loan Agreement or under the other Loan Documents, Mortgagor shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted EncumbrancesLiens) (collectively, “Transfers”) of (i) all or any part of the Mortgaged Property or any interest therein, or (ii) any direct or indirect beneficial ownership interest (in whole or in part) in Mortgagor, irrespective of the number of tiers of ownership, without the prior written consent of Mortgagee. (b) The occurrence of any Transfer in violation of this Section 9 shall constitute an Event of Default hereunder, whereupon Mortgagee at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt Liabilities immediately due and payable. (c) Mortgagee’s consent to any Transfer of the Mortgaged Property or any interest in Mortgagor shall not be deemed to be a waiver of Mortgagee’s right to require such consent to any future occurrence of same. Any attempted or purported Transfer of the Mortgaged Property or of any direct or indirect interest in Mortgagor, if made in contravention of this Section 9, shall be null and void and of no force and effect.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan, and that Mortgagee will continue to rely on Mortgagor’s 's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except Mortgagor acknowledges that Mortgagee has a valid interest in maintaining the value of the Mortgaged Property so as expressly permitted under this Mortgageto ensure that, should Mortgagor default in the Loan Agreement or under repayment of the Debt, Mortgagee can recover the Debt by a sale of the Mortgaged Property. Subject to the provisions of Section 12(b) below, without the prior written consent of Mortgagee: (i) neither Mortgagor nor any other Loan Documents, Mortgagor shall not cause or suffer to occur or existPerson shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any salesell, transfer, convey, mortgage, pledge, lien or encumbrance assign any interest in, or encumber, alienate, grant a Lien in or against, or grant or enter into any easemenx, xxxxxxxx or other agreement granting rights in or restricting the use or development of, (other than Permitted EncumbrancesA) (collectively, “Transfers”) of (i) all or any part of the Mortgaged Property or any interest thereinpart thereof, or (iiB) any direct partnership interest, membership interest, shares of stock, beneficial interest or indirect beneficial any other ownership interest (in whole or in part) in Mortgagor or in any partner, member, shareholder, beneficiary or other direct or indirect holder or any interest therein, through each tier of ownership with the intention that the foregoing restrictions shall not be avoided by the use of multiple tiers of ownership of direct or indirect interests in Mortgagor; and (ii) no new partner, member, shareholder, beneficiary or other legal or equitable owner shall be admitted to or created in Mortgagor or in any partner, member, shareholder, beneficiary or other direct or indirect holder of any interest therein, through each tier of ownership with the intention that the foregoing restrictions shall not be avoided by the use of multiple tiers of ownership of direct or indirect interests in Mortgagor, irrespective (nor shall any existing general partner or member or controlling limited partner withdraw from Mortgagor); (iii) there shall be permitted no change in the organizational documents of, nor any withdrawal, resignation, removal or other change of status on the number part of any partner, member, officer, director, manager or other Person from or with respect to his, her or its position of authority or control in, any of Mortgagor or any partner, member, shareholder, beneficiary or other legal or equitable owner of Mortgagor, or any partner, member, shareholder, beneficiary or other direct or indirect holder of any interest therein (through each tier of ownership with the intention that these restrictions shall not be avoided by the use of multiple tiers of ownershipownership of direct or indirect interests in Mortgagor), without the prior written consent of Mortgagee. (b) The if any such occurrence of any Transfer shall result in violation of this Section 9 shall constitute an Event of Default hereunder, whereupon Mortgagee at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt immediately due and payable. (c) Mortgagee’s consent to any Transfer a change in control of the Mortgaged Property Property, Mortgagor or any interest in Mortgagor shall not be deemed to be a waiver of Mortgagee’s right to require such consent to any future occurrence of same. Any attempted or purported Transfer of the Mortgaged Property or of any direct or indirect interest in Mortgagor, if made in contravention of this Section 9, shall be null and void and of no force and effect's affairs.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee Mortgagee, in agreeing to make the Loan, has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the LoanProperty, and that Mortgagee will continue to rely on Mortgagor’s 's ownership and operation of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except as expressly permitted under this Mortgage, Mortgagor acknowledges that Mortgagee has a valid interest in maintaining the Loan Agreement or under the other Loan Documents, Mortgagor shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted Encumbrances) (collectively, “Transfers”) of (i) all or any part value of the Mortgaged Property or any interest thereinso as to ensure that, or (ii) any direct or indirect beneficial ownership interest (should Mortgagor default in whole or in part) in Mortgagor, irrespective the repayment of the number Debt, Mortgagee can recover all or a portion of tiers the Debt by a sale of ownershipthe Mortgaged Property. Accordingly, except as permitted in the Loan Agreement, Mortgagor shall not, without the prior written consent of Mortgagee, sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Mortgaged Property, or any part thereof or permit the Mortgaged Property, or any part thereof, to be sold, conveyed, alienated, mortgaged, encumbered, pledged or otherwise transferred. (b) The occurrence of any Transfer in violation of this Section 9 shall constitute an Event of Default hereunderA sale, whereupon Mortgagee at its optionconveyance, without being required to demonstrate any actual impairment of its security alienation, mortgage, encumbrance, pledge or any increased risk of default hereunder, may declare the Debt immediately due and payable. (c) Mortgagee’s consent to any Transfer transfer of the Mortgaged Property or any interest in Mortgagor within the meaning of this Paragraph 9 shall not be deemed to be a waiver of Mortgagee’s right include: (i) an installment sales agreement wherein Mortgagor agrees to require such consent to any future occurrence of same. Any attempted or purported Transfer of sell the Mortgaged Property or of any direct or indirect interest in Mortgagor, if made in contravention of this Section 9, shall be null and void and of no force and effect.any

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loanloan secured hereby, and that Mortgagee will continue to rely on Mortgagor’s 's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except as expressly permitted under this Mortgage, Mortgagor acknowledges that Mortgagee has a valid interest in maintaining the Loan Agreement or under the other Loan Documents, Mortgagor shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted Encumbrances) (collectively, “Transfers”) of (i) all or any part value of the Mortgaged Property or any interest thereinso as to ensure that, or (ii) any direct or indirect beneficial ownership interest (should Mortgagor default in whole or in part) in Mortgagor, irrespective the repayment of the number Debt, Mortgagee can recover the Debt by a sale of tiers of ownershipthe Mortgaged Property. Mortgagor shall not, without the prior written consent of Mortgagee, sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Mortgaged Property or any part thereof, or permit the Mortgaged Property or any part thereof to be sold, conveyed, alienated, mortgaged, encumbered, pledged or otherwise transferred; provided, however, Mortgagee may, in its sole discretion, give such written consent (but shall have no obligation to do so) to any such sale, conveyance, alienation, mortgage, encumbrance, pledge or other transfer, and any such consent may be conditioned upon the satisfaction of such conditions precedent as Mortgagee may require (including, without limitation, the conditions precedent set forth in subsection 12[c] below). Notwithstanding any other provision of this Section 12, Mortgagee will consent, subject to the conditions of subsection 12(c) and provided that no Event of Default under the Loan Documents has occurred and is continuing, to one sale, conveyance, alienation, mortgage, encumbrance, pledge or other transfer of the Mortgaged Property by the original Mortgagor as set forth in this Mortgage. (b) The occurrence of any Transfer in violation A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of this Section 9 12 shall constitute not include (x) transfers made by devise or descent or by operation of law upon the death of a joint tenant, partner or shareholder, subject, however, to all the following requirements: (1) written notice of any transfer under this subsection 12(b)(x), whether by will, trust or other written instrument, operation of law or otherwise, is provided to Mortgagee or its servicer, together with copies of such documents relating to the transfer as Mortgagee or its servicer may reasonably request, (2) control over the management and operation of the Mortgaged Property is retained by persons who are acceptable in all respects to Mortgagee in its sole and absolute discretion, and (3) no such transfer, death or other event has any adverse effect either on the bankruptcy-remote status of Mortgagor under the requirements of any national rating agency for the Certificates (hereinafter defined) or on the status of Mortgagor as a continuing legal entity liable for the payment of the Debt and the performance of all other obligations secured hereby, or (y) transfers otherwise by operation of law in the event of a bankruptcy, nor shall the meaning include a Lease, but shall be deemed to include (i) an installment sales agreement wherein Mortgagor agrees to sell the Mortgaged Property or any part thereof for a price to be paid in installments; (ii) an agreement by Mortgagor leasing all or a substantial part of the Mortgaged Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgagor's right, title and interest in and to any Leases or any Rents; (iii) if Mortgagor, Guarantor, or any general partner of Mortgagor or Guarantor is a corporation, any merger, consolidation or the voluntary or involuntary sale, conveyance or transfer of such corporation's stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than 10% of such corporation's stock shall be vested in a party or parties who are not now stockholders (provided, however, in no event shall this subpart [iii] apply to any Guarantor whose stock, shares or partnership interests are traded on a nationally recognized stock exchange); (iv) if Mortgagor, Guarantor, or any general partner of Mortgagor or Guarantor is a limited liability company or limited partnership, the voluntary or involuntary sale, conveyance or transfer by which an aggregate of more than fifty percent (50%) of the ownership interest in such limited liability company or more than fifty percent (50%) of the limited partnership interests in such limited partnership shall be vested in parties not having an ownership interest as of the date of this Mortgage; and (v) if Mortgagor, any Guarantor or any general partner of Mortgagor or any Guarantor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner, managing partner or joint venturer or the transfer of all or any portion of the partnership interest of any general partner, managing partner or joint venturer. (c) Notwithstanding the provisions of subsections 12(a) and (b) above, Mortgagee will give its consent to a one time sale or transfer of Mortgaged Property, provided that no Event of Default hereunderunder the Loan Documents has occurred and is continuing and (i) the grantee's or transferee's integrity, whereupon reputation, character and management ability are satisfactory to Mortgagee at in its optionsole discretion, (ii) the grantee's or transferee's (and its sole general partner's) single purpose and bankruptcy remote character are satisfactory to Mortgagee in its sole discretion, (iii) and any conditions relating to the sale or transfer imposed by any national rating agency for the Certificates (as defined in Section 20) are satisfied, (iv) Mortgagee has obtained such estoppels from any guarantors of the Note or replacement guarantors and such other legal opinions, certificates and similar matters as Mortgagee may require, (v) all of Mortgagee's costs and expenses associated with the sale or transfer (including reasonable attorneys fees) are paid by Mortgagor or the grantee or transferee, (vi) the payment of a transfer fee not to exceed 1% of the outstanding principal balance of the loan evidenced by the Note and secured hereby (excluding the Arizona Note and the California Note) (the "Loan"), (vii) the grantee's execution of a written assumption agreement and such modification to the Loan Documents containing such terms as Mortgagee may require and delivery of such agreement to Mortgagee prior to such sale or transfer (provided that in the event the Loan is included in a REMIC and is a performing Loan, no modification to the terms and conditions shall be made or permitted that would cause (A) any adverse tax consequences to the REMIC or any holders of any Certificates, (B) the Mortgage to fail to be a Qualifying Mortgage under applicable federal law relating to REMIC's, or (C) result in a taxation of the income from the Loan to the REMIC or cause a loss of REMIC status), (viii) the delivery to Mortgagee of an endorsement (at (1) is approved by Mortgagee in its sole discretion (including a determination that the proposed transferee and Substitute Guarantor have adequate financial resources), (2) assumes the obligations of the current guarantor or indemnitor under its guaranty or indemnity agreement, and (3) executes, without any cost or expense to Mortgagee, a new guaranty and/or indemnity agreement, as applicable, in form and substance satisfactory to Mortgagee, then Mortgagee may release the current guarantor or indemnitor from all obligations arising under its guaranty or indemnity agreement after the closing of such sale. (d) Mortgagee may predicate its decision to grant or withhold consent to any subsequent sale, conveyance, alienation, mortgage, encumbrance, pledge or other transfer upon the satisfaction (in the sole determination of Mortgagee) with such conditions as may be imposed by Mortgagee, which may include, but shall not be limited to, the following matters: (i) the delivery to Mortgagee of an endorsement (at Mortgagor's sole cost and expense) to the mortgagee policy of title insurance then insuring the lien created by this Mortgage in a form and substance acceptable to Mortgagee, in its sole judgment; (ii) the grantee's integrity, reputation, character, creditworthiness and management ability being satisfactory to Mortgagee, in its sole judgment; (iii) the grantee's single purpose and bankruptcy remote character being satisfactory to Mortgagee, in its sole judgment; (iv) the grantee executing (prior to such sale or transfer) a written assumption agreement containing such terms as Mortgagee may require; (v) subject to any restrictions described in Section 12(c) above relating to the Loan being included in a REMIC, an adjustment to the term of the Note, a principal paydown on the Note or an increase in the rate of interest payable on the Note; (vi) payment by Mortgagor of a transfer and assumption fee not to exceed one percent (1%) of the then unpaid principal balance of the Note (excluding the Arizona Note and the California Note); (vii) payment by Mortgagor of the expenses described in subsection 12(f) below; and (viii) the satisfaction of any conditions imposed by any national rating agency for Certificates (hereinafter defined), together with such modification(s) of the Loan Documents and such legal opinions, certifications and similar matters that Mortgagee may require. Mortgagee agrees not to unreasonably withhold its consent to a sale or transfer of the Mortgaged Property upon the satisfaction (in the sole determination of Mortgagee) of the conditions to its consent as set forth herein; provided, however, in any event Mortgagee shall be deemed to be reasonable in withholding its consent if a sale to the proposed transferee receives unfavorable comment from a national rating agency for Certificates. Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may hereunder in order to declare the Debt immediately due and payable. (c) Mortgagee’s consent to payable upon any Transfer sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer by Mortgagor of the Mortgaged Property without Mortgagee's consent. (e) Mortgagee's consent to one sale, conveyance, alienation, mortgage, encumbrance, pledge or any interest in Mortgagor transfer of the Mortgaged Property shall not be deemed to be a waiver of Mortgagee’s 's right to require such consent to any future occurrence of same. Any attempted sale, conveyance, alienation, mortgage, encumbrance, pledge or purported Transfer transfer of the Mortgaged Property or of any direct or indirect interest in Mortgagor, if made in contravention of this Section 9, 12 shall be null and void and of no force and effect. (f) Mortgagor agrees to bear and shall pay or reimburse Mortgagee on demand for all reasonable expenses (including, without limitation, all recording costs, reasonable attorney's fees and disbursements and title search costs) incurred by Mortgagee in connection with the review, approval and documentation of any such sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer. (g) In no event shall any of the terms and provisions of this Section 12 amend or modify the terms and provisions contained in Section 9 herein.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loanloan secured hereby, and that Mortgagee will continue to rely on Mortgagor’s Xxxxxxxxx's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except Mortgagor acknowledges that Mortgagee has a valid interest in maintaining the value of the Mortgaged Property so as expressly permitted under this Mortgageto ensure that, should Mortgagor default in the Loan Agreement or under repayment of the Debt, Mortgagee can recover the Debt by a sale of the Mortgaged Property. Subject to the provisions of subsection 12(b) below, without the prior written consent of Mortgagee: (i) neither Mortgagor nor any other Loan Documents, Mortgagor shall not cause or suffer to occur or existPerson shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any salesell, transfer, convey, mortgage, pledge, lien or encumbrance assign any interest in or encumber, alienate xxxxx x Xxxx in or against, or grant or enter into any easement, covenant or other agreement granting rights in or restricting the use of development of, (other than Permitted EncumbrancesA) (collectively, “Transfers”) of (i) all or any part of the Mortgaged Property or any interest thereinpart thereof, or (iiB) any direct partnership interest, membership interest, shares of stock, beneficial interest or indirect beneficial any other ownership interest (in whole or in part) in Mortgagor or in any partner, member, shareholder, beneficiary or other direct or indirect holder or any interest therein, through each tier of ownership with the intention that the foregoing restrictions shall not be avoided by the use of multiple tiers of ownership of direct or indirect interests in Mortgagor; (ii) no new partner, member, shareholder, beneficiary or other legal or equitable owner shall be admitted to or created in Mortgagor in any partner, member, shareholder, beneficiary or other direct or indirect holder of any interest therein, through each tier of ownership with the intention that the foregoing restrictions shall not be avoided by the use of multiple tiers of ownership of direct or indirect interests in Mortgagor, irrespective (nor shall any existing general partner or member or controlling limited partner withdraw from Mortgagor); (iii) there shall be permitted on change in the organizational documents of, nor any withdrawal, resignation, removal or other change of status on the number part of any partner, member, officer, director, manager or other Person from or with respect to his, her or its position of authority or control in, any of Mortgagor or any partner, member, shareholder, beneficiary or other legal or equitable owner of Mortgagor, or any partner, member, shareholder, beneficiary or other direct or indirect holder of any interest therein (through each tier of ownership with the intention that these restrictions shall not be avoided by the use of multiple tiers of ownershipownership of direct or indirect interests in Mortgagor), without the prior written consent of Mortgagee. (b) The if any such occurrence of any Transfer shall result in violation of this Section 9 shall constitute an Event of Default hereunder, whereupon Mortgagee at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may declare the Debt immediately due and payable. (c) Mortgagee’s consent to any Transfer a change in control of the Mortgaged Property Property, Mortgagor or any interest Xxxxxxxxx's affairs; and (iv) there shall occur no material reduction or change in Mortgagor shall not be deemed the current power, authority or duties of [key principal(s) or other control party(ies) designated by underwriter]with respect to be a waiver of Mortgagee’s right to require such consent to any future occurrence of same. Any attempted the management or purported Transfer control of the Mortgaged Property Property, Mortgagor or Xxxxxxxxx's affairs, whether as a result of any direct retirement withdrawal, removal, resignation, incapacity, death or indirect interest other cause, unless Xxxxxxxxx provides a substitute or replacement acceptable to Mortgagee in Mortgagor, if made in contravention of this Section 9, shall be null and void and of no force and effectits sole discretion within thirty (30) days thereafter.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness and experience of Mortgagor and its Controlling (defined below) principals in owning and operating properties such as similar to the Mortgaged Property Premises and Improvements in agreeing to make the Loan, and that Mortgagee will continue to rely on Mortgagor’s 's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Except Mortgagor acknowledges that Mortgagee has a valid interest in maintaining the value of the Mortgaged Property so as expressly permitted under to ensure that, should an Event of Default occur, Mortgagee can recover the Debt by a sale of the Mortgaged Property in accordance with and subject to the terms of this Mortgage, the Loan Agreement or under Mortgage and the other Loan Documents. Accordingly, except for Transfers (as defined below) occurring as a result of this Mortgage or permitted by the terms of this Mortgage below, Mortgagor shall covenants and agrees not cause to effect any Transfer or suffer peiuiit any Transfer to occur or existwithout in each instance the prior written consent of Mortgagee, directly or indirectly, voluntarily or involuntarily, which consent may be withheld in Mortgagee's sole discretion. Any Transfer not permitted by operation of law or otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance (other than Permitted Encumbrances) (collectively, “Transfers”) of (i) all or any part of the Mortgaged Property or any interest therein, or (ii) any direct or indirect beneficial ownership interest (in whole or in part) in Mortgagor, irrespective of the number of tiers of ownership, this Mortgage made without the prior written consent of Mortgagee. (b) The occurrence of any Transfer in violation of this Section 9 Mortgagee shall constitute an Event of Default hereunderand Mortgagee shall have the option to exercise any and all remedies on account of the same, whereupon including accelerating the Maturity Date and declaring the entire outstanding Debt immediately due and payable, and Mortgagee at its option, without being shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder, may hereunder in order to declare the Debt immediately due and payable. This Subparagraph shall apply to every Transfer whether voluntary or not, or whether or not Mortgagee has consented to any previous Transfer. (cb) Mortgagee’s consent to The term "Transfer" means (i) any Transfer voluntary or involuntary (excluding a Taking), sale, conveyance, assignment, alienation, disposition, mortgage, encumbrance, pledge or other transfer of all or any part of the Mortgaged Property (including any conditional sale or other title retention agreement, any sale-leaseback, any financing lease or similar transaction having substantially the same economic effect as any of the foregoing, the filing of any financing statement or similar instrument under the Uniform Commercial Code or comparable law of any other jurisdiction, domestic or foreign, and any option to purchase, right of first refusal, right of first offer or similar right, but excluding any such transaction occurring simultaneously with a permitted repayment of the Loan), (ii) any direct, indirect, voluntary or involuntary, sale, conveyance, assignment, alienation, disposition, or other transfer of all or any portion of the equity interests in (or, through constituent parties, any of the ultimate equity interests in) Mortgagor, including any transfer of equity interests resulting from the death of a natural person or by operation of law; (iii) any mortgage, deed of trust, lien, pledge, hypothecation, assignment, preference, priority, security interest, or any other encumbrance or charge on any direct or indirect equity interest in Mortgagor shall not be deemed to be a waiver of Mortgagee’s in, or right to require such consent to distributions from Mortgagor (including any future occurrence of same. Any attempted or purported Transfer similar transaction having substantially the same economic effect as any of the Mortgaged Property or foregoing, the filing of any financing statement or similar instrument under the Unifoi in Commercial Code or comparable law of any other jurisdiction, domestic or foreign, and any option to purchase, right of first refusal, right of first offer or similar right, but excluding any such transaction occurring simultaneously with a permitted repayment of the Loan), or (iv) subject to Subparagraph (g) below, the issuance of preferred equity (or debt granting the holder thereof rights substantially similar to those generally associated with preferred equity) by Mortgagor or any holder of a direct or indirect interest in Mortgagor. A Transfer includes, if made without limitation, (A) an installment sales agreement wherein Mortgagor agrees to sell the Mortgaged Property or any part thereof for a price to be paid in contravention installments; (B) an agreement by Mortgagor leasing all or a substantial part of the Premises or Improvements for other than actual possession by a space tenant thereunder pursuant to a Lease in accordance with the terms of the applicable Loan Documents; and (C) a sale, assignment, pledge, encumbrance or other transfer of, or the grant of a security interest in, Mortgagor's right, title and interest in and to any Leases or any Rents. Agreements between Mortgagor and tenants that constitute Leases under this Mortgage are governed by the Assignment and Paragraph 7 of this Section 9Mortgage and not by this Paragraph 8, shall be null and void and of no force and effectsuch Leases do not constitute Transfers.