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) 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) 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 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 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 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 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 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 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 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 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 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 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 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 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 '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 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 (whether record, beneficial, or otherwise) shall in any manner be further encumbered, sold, transferred or conveyed, or permitted to be further encumbered, sold, transferred, assigned or conveyed without the value prior consent of the Mortgaged Property as security for repayment Collateral Agent, which consent in any and all circumstances may be withheld in the sole and absolute discretion of the DebtCollateral Agent. Except as expressly permitted under The provisions of the foregoing sentence of this Mortgageparagraph shall apply to each and every such further encumbrance, sale, transfer, assignment or conveyance, regardless of whether or not the Loan Agreement Collateral Agent has consented to, or under the other Loan Documentswaived by its action or inaction its rights hereunder with respect to, Mortgagor shall not cause any such previous further encumbrance, sale, transfer, assignment or suffer to occur conveyance, and irrespective of whether such further encumbrance, sale, transfer, assignment or exist, directly or indirectly, voluntarily or involuntarilyconveyance is voluntary, by reason of operation of law or otherwise, any is otherwise made. A sale, transfertransfer or conveyance within the meaning of this paragraph shall be deemed to include (a) an installment sales agreement wherein Mortgagor agrees to sell the Mortgaged Property or any part thereof for a price to be paid in installments, mortgage, pledge, lien or encumbrance and (other than Permitted Encumbrancesb) (collectively, “Transfers”) of (i) an agreement by Mortgagor leasing all or any a substantial part of the Mortgaged Property or any interest thereina sale, 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 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 Leases 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.Rents;

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.