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 of Mortgagor and the experience of Mortgagor in owning properties such as the Mortgaged Property in agreeing to make the loan secured hereby, 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 otherwise provided in subparagraph 9(c) hereof, Mortgagor shall not sell, convey, alien, 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, aliened, mortgaged, encumbered, pledged or otherwise transferred. (a) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of this paragraph 9 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 or any general partner of Mortgagor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation's stock or the creation or issuance of new stock by which an aggregate of more than 49% of such corporation's stock shall be vested in a party or parties who are not now stockholders, except for any sale, conveyance or transfer of such corporation's stock to an Affiliate provided Mortgagee shall have received prior written notice of such transfer; (iv) if Mortgagor or any general partner of Mortgagor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner or managing partner or the transfer of the partnership interest of any general partner or managing partner, except for any transfer of such partnership interest to an Affiliate, and excluding the removal or resignation of any non-Affiliate or non- managing general partner where the managing general partner shall remain following such removal or resignation, provided, in either case, Mortgagee shall have received prior written notice of such transfer resignation or removal; (v) any transfer of any interest by the Manager (hereinafter defined) other than as permitted under paragraph 54; and (vi) any transfer of the beneficial interest of any Mortgagor in any trust holding legal title to the Mortgaged Property. (b) Notwithstanding anything to the contrary contained herein: (i) Upon sixty (60) days prior written notice to Mortgagee, Mortgagor shall have the limited right to transfer legal title to the Mortgaged Property to a Single Purpose Entity Transferee (hereinafter defined) provided (a) such Single Purpose Entity Transferee assumes all of the obligations of the Mortgagor under this Mortgage, the Note and the Other Security Documents in a manner satisfactory to Mortgagee in all respects, including, without limitation, by entering into an assumption agreement with Mortgagor and Mortgagee in form and substance reasonably satisfactory to Mortgagee (an "Assumption Agreement"), (b) the Single Purpose Entity Transferee shall have been newly formed exclusively and solely for the purpose of owning and operating the Mortgaged Property and shall have been engaged in no other business activities prior to the transfer of title to such Single Purpose Entity Transferee and must be a "United States person" as defined by Section 7701(a)(30) of the United States Internal Revenue Code of 1986, as amended, (c) the Single Purpose Entity Transferee or the management agent it employs to manage the Mortgaged Property shall have Adequate Real Estate Experience (hereinafter defined), (d) the Single Purpose Entity Transferee shall deliver to Mortgagee evidence of the fulfillment of the requirements of subsection (b) above, (e) the Single Purpose Entity Transferee shall deliver any and all organizational documentation requested by Mortgagee, which documentation shall be reasonably satisfactory to Mortgagee in all respects, and shall deliver an opinion of counsel of the Single Purpose Entity Transferee covering the Assumption Agreement in form and substance similar to the due execution, delivery and enforcement opinions delivered by counsel to Mortgagor in connection with the execution of this Mortgage, (f) the Single Purpose Entity Transferee shall deliver any certificates and opinions of counsel, enter into agreements and covenants, or cause each of its general partners (or any other principal thereof) to deliver certificates, enter into agreements and covenants, which certificates, agreements, opinions of counsel and covenants shall be similar in nature to those delivered, executed and made by Mortgagor or any general partner of Mortgagor in connection with the execution of this Mortgage or the Securitization (hereinafter defined) relating to the single purpose nature of the Single Purpose Entity Transferee or otherwise, and (g) Mortgagor shall deliver, at its sole cost and expense, an endorsement to the existing title policy insuring the Mortgage as modified by the Assumption Agreement as a valid first lien on the Mortgaged Property, naming the Single Purpose Entity Transferee as owner of the fee estate of the Mortgaged Property, which endorsement shall insure that, as of the date of the recording of the Assumption Agreement, the Mortgaged Property shall not be subject to any additional exceptions or liens other than those contained in the original title policy insuring the lien of this Mortgage and delivered in connection with the execution of this Mortgage. Any and all costs incurred in connection with the above (including Mortgagee's counsel's fees and disbursements and expenses and all recording fees, mortgage or intangible taxes, and title insurance premiums), shall be paid by Mortgagor. Mortgagee shall respond to Mortgagor's request to transfer legal title to the Mortgaged Property within forty-five (45) days of delivery of all of the information required by subsections (a)-(g) above. The failure of Mortgagee to respond to such request shall not be deemed consent to the transfer.

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 of Mortgagor and the experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the loan secured herebyProperty, and that Mortgagee will continue to rely on Mortgagor'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. 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 all or a portion of the Debt by a sale of the Mortgaged Property. Except Accordingly, except as otherwise provided permitted in subparagraph 9(c) hereofthe Loan Agreement, Mortgagor shall not not, without the prior written consent of Mortgagee, sell, convey, alienalienate, mortgage, encumber, pledge or otherwise transfer the Mortgaged Property Property, or any part thereof or permit the Mortgaged Property, or any part thereof, or permit the Mortgaged Property or any part thereof to be sold, conveyed, alienedalienated, mortgaged, encumbered, pledged or otherwise transferred. (ab) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property within the meaning of this paragraph Paragraph 9 shall be deemed to include include: (i) an installment sales agreement wherein Mortgagor agrees to sell the Mortgaged Property or any part thereof or any interest therein 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 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 or any general partner or managing member of Mortgagor is a corporation, the voluntary or involuntary sale, conveyance conveyance, alienation, mortgage, encumbrance, pledge 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 by which an aggregate in one or a series of more than 49% of such corporation's stock shall be vested in a party or parties who are not now stockholders, except for any sale, conveyance or transfer of such corporation's stock to an Affiliate provided Mortgagee shall have received prior written notice of such transfertransactions; (iv) if Mortgagor or any general partner or managing member of Mortgagor is a limited or general partnership partnership, joint venture or joint venturelimited liability company, the change, removal removal, resignation or resignation addition of a general partner partner, joint venturer or managing partner member or the sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the partnership interest of any general partner or managing partnerthe sale, except for any conveyance, alienation, mortgage, encumbrance, pledge or transfer of such partnership the interest to an Affiliate, and excluding the removal or resignation of any non-Affiliate joint venturer or non- managing general partner where the managing general partner shall remain following such removal or resignation, provided, in either case, Mortgagee shall have received prior written notice of such transfer resignation or removalmember; (v) any if Mortgagor is a limited or general partnership, joint venture, limited liability company, trust, nominee trust, tenancy in common or other unincorporated form of business association or form of ownership interest, the voluntary or involuntary sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of any interest by the Manager (hereinafter defined) other than as permitted under paragraph 54; and (vi) any transfer of the beneficial an interest of any Mortgagor person having a direct legal or beneficial ownership in Mortgagor, including any legal or beneficial interest in any trust holding legal title to the Mortgaged Property. (b) Notwithstanding anything to the contrary contained herein: (i) Upon sixty (60) days prior written notice to Mortgagee, Mortgagor shall have the limited right to transfer legal title to the Mortgaged Property to a Single Purpose Entity Transferee (hereinafter defined) provided (a) such Single Purpose Entity Transferee assumes all constituent partner or member of the obligations of the Mortgagor under this Mortgage, the Note and the Other Security Documents in a manner satisfactory to Mortgagee in all respects, including, without limitation, by entering into an assumption agreement with Mortgagor and Mortgagee in form and substance reasonably satisfactory to Mortgagee (an "Assumption Agreement"), (b) the Single Purpose Entity Transferee shall have been newly formed exclusively and solely for the purpose of owning and operating the Mortgaged Property and shall have been engaged in no other business activities prior to the transfer of title to such Single Purpose Entity Transferee and must be a "United States person" as defined by Section 7701(a)(30) of the United States Internal Revenue Code of 1986, as amended, (c) the Single Purpose Entity Transferee or the management agent it employs to manage the Mortgaged Property shall have Adequate Real Estate Experience (hereinafter defined), (d) the Single Purpose Entity Transferee shall deliver to Mortgagee evidence of the fulfillment of the requirements of subsection (b) above, (e) the Single Purpose Entity Transferee shall deliver any and all organizational documentation requested by Mortgagee, which documentation shall be reasonably satisfactory to Mortgagee in all respects, and shall deliver an opinion of counsel of the Single Purpose Entity Transferee covering the Assumption Agreement in form and substance similar to the due execution, delivery and enforcement opinions delivered by counsel to Mortgagor in connection with the execution of this Mortgage, (f) the Single Purpose Entity Transferee shall deliver any certificates and opinions of counsel, enter into agreements and covenants, or cause each of its general partners (or any other principal thereof) to deliver certificates, enter into agreements and covenants, which certificates, agreements, opinions of counsel and covenants shall be similar in nature to those delivered, executed and made by Mortgagor or any general partner of Mortgagor in connection with the execution of this Mortgage or the Securitization (hereinafter defined) relating to the single purpose nature of the Single Purpose Entity Transferee or otherwise, and (g) Mortgagor shall deliver, at its sole cost and expense, an endorsement to the existing title policy insuring the Mortgage as modified by the Assumption Agreement as a valid first lien on the Mortgaged Property, naming the Single Purpose Entity Transferee as owner of the fee estate of the Mortgaged Property, which endorsement shall insure that, as of the date of the recording of the Assumption Agreement, the Mortgaged Property shall not be subject to any additional exceptions or liens other than those contained in the original title policy insuring the lien of this Mortgage and delivered in connection with the execution of this Mortgage. Any and all costs incurred in connection with the above (including Mortgagee's counsel's fees and disbursements and expenses and all recording fees, mortgage or intangible taxes, and title insurance premiums), shall be paid by Mortgagor. Mortgagee shall respond to Mortgagor's request to transfer legal title to the Mortgaged Property within forty-five (45) days of delivery of all of the information required by subsections (a)-(g) above. The failure of Mortgagee to respond to such request shall not be deemed consent to the transfer.;

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on shall not, without the creditworthiness prior written consent of Mortgagor and the experience of Mortgagor in owning properties such as the Mortgaged Property in agreeing to make the loan secured herebyMortgagee, 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 otherwise provided in subparagraph 9(c) hereof, Mortgagor shall not sell, convey, alienalienate, 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, alienedalienated, mortgaged, encumbered, pledged or otherwise transferred, provided, however, that the Agency may convey the Mortgaged Property to Buffalo China, subject to this Mortgage, in accordance with the Agency Lease Agreement without the Mortgagee's prior written consent. (ab) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of this paragraph 9 Paragraph 12 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 Property; and (iii) 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 leases or any Rents; rents. (iiic) if Mortgagor Mortgagee shall not be required to demonstrate any actual impairment of its security or any general partner increased risk of Mortgagor is a corporation, default hereunder in order to declare the voluntary or involuntary Indebtedness immediately due and payable upon Mortgagor's sale, conveyance conveyance, alienation, mortgage, encumbrance, pledge or transfer of such corporationthe Mortgaged Property without Mortgagee's stock or the creation or issuance of new stock by which an aggregate of more than 49% of such corporation's stock consent. This provision shall be vested in a party or parties who are not now stockholders, except for any apply to every sale, conveyance conveyance, alienation, mortgage, encumbrance, pledge or transfer of such corporation's stock the Mortgaged Property regardless of whether voluntary or not, or whether or not Mortgagee has consented to an Affiliate provided Mortgagee shall have received prior written notice of such transfer; (iv) if Mortgagor any previous sale, conveyance, alienation, mortgage, encumbrance, pledge or any general partner of Mortgagor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner or managing partner or the transfer of the partnership interest of any general partner or managing partner, except for any transfer of such partnership interest to an Affiliate, and excluding the removal or resignation of any non-Affiliate or non- managing general partner where the managing general partner shall remain following such removal or resignation, provided, in either case, Mortgagee shall have received prior written notice of such transfer resignation or removal; (v) any transfer of any interest by the Manager (hereinafter defined) other than as permitted under paragraph 54; and (vi) any transfer of the beneficial interest of any Mortgagor in any trust holding legal title to the Mortgaged Property. (bd) Notwithstanding anything Mortgagee's consent to the contrary contained herein: (i) Upon sixty (60) days prior written notice to Mortgageeone sale, Mortgagor shall have the limited right to transfer legal title to the Mortgaged Property to a Single Purpose Entity Transferee (hereinafter defined) provided (a) such Single Purpose Entity Transferee assumes all of the obligations of the Mortgagor under this Mortgageconveyance, the Note and the Other Security Documents in a manner satisfactory to Mortgagee in all respectsalienation, includingmortgage, without limitationencumbrance, by entering into an assumption agreement with Mortgagor and Mortgagee in form and substance reasonably satisfactory to Mortgagee (an "Assumption Agreement"), (b) the Single Purpose Entity Transferee shall have been newly formed exclusively and solely for the purpose of owning and operating the Mortgaged Property and shall have been engaged in no other business activities prior to the pledge or transfer of title to such Single Purpose Entity Transferee and must be a "United States person" as defined by Section 7701(a)(30) of the United States Internal Revenue Code of 1986, as amended, (c) the Single Purpose Entity Transferee or the management agent it employs to manage the Mortgaged Property shall have Adequate Real Estate Experience (hereinafter defined), (d) the Single Purpose Entity Transferee shall deliver to Mortgagee evidence of the fulfillment of the requirements of subsection (b) above, (e) the Single Purpose Entity Transferee shall deliver any and all organizational documentation requested by Mortgagee, which documentation shall be reasonably satisfactory to Mortgagee in all respects, and shall deliver an opinion of counsel of the Single Purpose Entity Transferee covering the Assumption Agreement in form and substance similar to the due execution, delivery and enforcement opinions delivered by counsel to Mortgagor in connection with the execution of this Mortgage, (f) the Single Purpose Entity Transferee shall deliver any certificates and opinions of counsel, enter into agreements and covenants, or cause each of its general partners (or any other principal thereof) to deliver certificates, enter into agreements and covenants, which certificates, agreements, opinions of counsel and covenants shall be similar in nature to those delivered, executed and made by Mortgagor or any general partner of Mortgagor in connection with the execution of this Mortgage or the Securitization (hereinafter defined) relating to the single purpose nature of the Single Purpose Entity Transferee or otherwise, and (g) Mortgagor shall deliver, at its sole cost and expense, an endorsement to the existing title policy insuring the Mortgage as modified by the Assumption Agreement as a valid first lien on the Mortgaged Property, naming the Single Purpose Entity Transferee as owner of the fee estate of the Mortgaged Property, which endorsement shall insure that, as of the date of the recording of the Assumption Agreement, the Mortgaged Property shall not be subject deemed to be a waiver of Mortgagee's right to require such consent to any additional exceptions or liens other than those contained in the original title policy insuring the lien future occurrence of this Mortgage and delivered in connection with the execution of this Mortgagesame. Any and all costs incurred in connection with the above (including Mortgagee's counsel's fees and disbursements and expenses and all recording feessale, mortgage conveyance, alienation, mortgage, encumbrance, pledge or intangible taxes, and title insurance premiums), shall be paid by Mortgagor. Mortgagee shall respond to Mortgagor's request to transfer legal title to of the Mortgaged Property within forty-five made in contravention of this paragraph shall be null and void and of no force and effect. (45e) days of delivery of all of the information required by subsections (a)-(g) above. The failure of Mortgagee to respond to such request shall not be deemed may withhold its consent to the transferin its sole discretion.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on shall not, without the creditworthiness prior written consent of Mortgagor and the experience of Mortgagor in owning properties such as the Mortgaged Property in agreeing to make the loan secured herebyMortgagee, 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 otherwise provided in subparagraph 9(c) hereof, Mortgagor shall not sell, convey, alienalienate, 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, alienedalienated, mortgaged, encumbered, pledged or otherwise transferred, provided, however, that the Agency may convey the Mortgaged Property to Oneida, subject to this Mortgage, in accordance with the Lease Agreement between the Agency and Oneida, without the Mortgagee's prior written consent. (ab) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of this paragraph 9 Paragraph 12 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 Property; and (iii) 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 leases or any Rents; rents. (iiic) if Mortgagor Mortgagee shall not be required to demonstrate any actual impairment of its security or any general partner increased risk of Mortgagor is a corporation, default hereunder in order to declare the voluntary or involuntary Indebtedness immediately due and payable upon Mortgagor's sale, conveyance conveyance, alienation, mortgage, encumbrance, pledge or transfer of such corporationthe Mortgaged Property without Mortgagee's stock or the creation or issuance of new stock by which an aggregate of more than 49% of such corporation's stock consent. This provision shall be vested in a party or parties who are not now stockholders, except for any apply to every sale, conveyance conveyance, alienation, mortgage, encumbrance, pledge or transfer of such corporation's stock the Mortgaged Property regardless of whether voluntary or not, or whether or not Mortgagee has consented to an Affiliate provided Mortgagee shall have received prior written notice of such transfer; (iv) if Mortgagor any previous sale, conveyance, alienation, mortgage, encumbrance, pledge or any general partner of Mortgagor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner or managing partner or the transfer of the partnership interest of any general partner or managing partner, except for any transfer of such partnership interest to an Affiliate, and excluding the removal or resignation of any non-Affiliate or non- managing general partner where the managing general partner shall remain following such removal or resignation, provided, in either case, Mortgagee shall have received prior written notice of such transfer resignation or removal; (v) any transfer of any interest by the Manager (hereinafter defined) other than as permitted under paragraph 54; and (vi) any transfer of the beneficial interest of any Mortgagor in any trust holding legal title to the Mortgaged Property. (bd) Notwithstanding anything Mortgagee's consent to the contrary contained herein: (i) Upon sixty (60) days prior written notice to Mortgageeone sale, Mortgagor shall have the limited right to transfer legal title to the Mortgaged Property to a Single Purpose Entity Transferee (hereinafter defined) provided (a) such Single Purpose Entity Transferee assumes all of the obligations of the Mortgagor under this Mortgageconveyance, the Note and the Other Security Documents in a manner satisfactory to Mortgagee in all respectsalienation, includingmortgage, without limitationencumbrance, by entering into an assumption agreement with Mortgagor and Mortgagee in form and substance reasonably satisfactory to Mortgagee (an "Assumption Agreement"), (b) the Single Purpose Entity Transferee shall have been newly formed exclusively and solely for the purpose of owning and operating the Mortgaged Property and shall have been engaged in no other business activities prior to the pledge or transfer of title to such Single Purpose Entity Transferee and must be a "United States person" as defined by Section 7701(a)(30) of the United States Internal Revenue Code of 1986, as amended, (c) the Single Purpose Entity Transferee or the management agent it employs to manage the Mortgaged Property shall have Adequate Real Estate Experience (hereinafter defined), (d) the Single Purpose Entity Transferee shall deliver to Mortgagee evidence of the fulfillment of the requirements of subsection (b) above, (e) the Single Purpose Entity Transferee shall deliver any and all organizational documentation requested by Mortgagee, which documentation shall be reasonably satisfactory to Mortgagee in all respects, and shall deliver an opinion of counsel of the Single Purpose Entity Transferee covering the Assumption Agreement in form and substance similar to the due execution, delivery and enforcement opinions delivered by counsel to Mortgagor in connection with the execution of this Mortgage, (f) the Single Purpose Entity Transferee shall deliver any certificates and opinions of counsel, enter into agreements and covenants, or cause each of its general partners (or any other principal thereof) to deliver certificates, enter into agreements and covenants, which certificates, agreements, opinions of counsel and covenants shall be similar in nature to those delivered, executed and made by Mortgagor or any general partner of Mortgagor in connection with the execution of this Mortgage or the Securitization (hereinafter defined) relating to the single purpose nature of the Single Purpose Entity Transferee or otherwise, and (g) Mortgagor shall deliver, at its sole cost and expense, an endorsement to the existing title policy insuring the Mortgage as modified by the Assumption Agreement as a valid first lien on the Mortgaged Property, naming the Single Purpose Entity Transferee as owner of the fee estate of the Mortgaged Property, which endorsement shall insure that, as of the date of the recording of the Assumption Agreement, the Mortgaged Property shall not be subject deemed to be a waiver of Mortgagee's right to require such consent to any additional exceptions or liens other than those contained in the original title policy insuring the lien future occurrence of this Mortgage and delivered in connection with the execution of this Mortgagesame. Any and all costs incurred in connection with the above (including Mortgagee's counsel's fees and disbursements and expenses and all recording feessale, mortgage conveyance, alienation, mortgage, encumbrance, pledge or intangible taxes, and title insurance premiums), shall be paid by Mortgagor. Mortgagee shall respond to Mortgagor's request to transfer legal title to of the Mortgaged Property within forty-five made in contravention of this paragraph shall be null and void and of no force and effect. (45e) days of delivery of all of the information required by subsections (a)-(g) above. The failure of Mortgagee to respond to such request shall not be deemed may withhold its consent to the transferin its sole discretion.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness of Mortgagor and the experience of Mortgagor in owning properties such as the Mortgaged Property in agreeing to make the loan secured hereby, 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 may otherwise provided in subparagraph 9(c) hereofbe permitted hereunder or pursuant to the Relevant Documents, Mortgagor shall not sell, convey, alienalienate, mortgage, encumber, pledge or otherwise transfer the Mortgaged Property or any part thereofthereof or any of its interest therein. Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Obligations immediately due and payable upon Mortgagor's conveyance, alienation, mortgage, encumbrance, pledge or permit transfer of the Mortgaged Property in violation of this Mortgage or any part thereof other Relevant Document. This provision shall apply to be sold, conveyed, aliened, mortgaged, encumbered, pledged or otherwise transferred. (a) A every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of this paragraph 9 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 that is not permitted pursuant to the Relevant Documents, regardless of whether voluntary or a not, or whether or not Mortgagee has consented to any previous sale, assignment or other transfer ofconveyance, or the grant of a security interest inalienation, Mortgagor's rightmortgage, title and interest in and to any Leases or any Rents; (iii) if Mortgagor or any general partner of Mortgagor is a corporationencumbrance, the voluntary or involuntary sale, conveyance pledge or transfer of such corporation's stock or the creation or issuance of new stock by which an aggregate of more than 49% of such corporation's stock shall be vested in a party or parties who are not now stockholders, except for any sale, conveyance or transfer of such corporation's stock to an Affiliate provided Mortgagee shall have received prior written notice of such transfer; (iv) if Mortgagor or any general partner of Mortgagor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner or managing partner or the transfer of the partnership interest of any general partner or managing partner, except for any transfer of such partnership interest to an Affiliate, and excluding the removal or resignation of any non-Affiliate or non- managing general partner where the managing general partner shall remain following such removal or resignation, provided, in either case, Mortgagee shall have received prior written notice of such transfer resignation or removal; (v) any transfer of any interest by the Manager (hereinafter defined) other than as permitted under paragraph 54; and (vi) any transfer of the beneficial interest of any Mortgagor in any trust holding legal title to the Mortgaged Property. (b) Notwithstanding anything to the contrary contained herein: (i) Upon sixty (60) days prior written notice to MortgageeSection 6(a), Mortgagor shall have the limited right to transfer legal title to sell the Mortgaged Property at any time to a Single Purpose Entity Transferee third party bona fide purchaser after consultation with Mortgagee and upon the prior written consent of Mortgagee to such sale and the sales price (hereinafter defined) such consent not to be unreasonably withheld), provided (a) that the net proceeds of such Single Purpose Entity Transferee assumes all sale of the obligations 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 Mortgagor under this Mortgage, the Note and the Other Security Documents in a manner satisfactory to Mortgagee in all respectsObligations, including, without limitation, by entering into an assumption agreement with Mortgagor repayment of the Secured Rejection Note (including prepayment of any amounts not yet due and Mortgagee payable) and payment of the Principal Amounts (as defined in form the Rent Deferral Notes) then outstanding under the Rent Deferral Notes, in the order and substance reasonably satisfactory to Mortgagee (an "Assumption Agreement"), (b) manner set forth in the Single Purpose Entity Transferee shall Notes. After the Secured Rejection Note and all Principal Amounts outstanding under the Notes have been newly formed exclusively and solely for the purpose repaid in full, any remaining net proceeds (including proceeds from any sale or other disposition of owning and operating the Mortgaged Property and shall have been engaged in no other business activities prior pursuant to the transfer of title to such Single Purpose Entity Transferee and must be a "United States person" as defined by Section 7701(a)(3024 hereof) not applied towards repayment of the United States Internal Revenue Code Obligations shall be deposited into an escrow account designated by Mortgagee for Mortgagor's account and as security for the performance by Mortgagor of 1986, as amended, (c) the Single Purpose Entity Transferee or the management agent it employs to manage the Mortgaged Property shall have Adequate Real Estate Experience (hereinafter defined), (d) the Single Purpose Entity Transferee shall deliver its Obligations to Mortgagee evidence of under the fulfillment of Relevant Documents (the requirements of subsection (b"PROCEEDS ESCROW ACCOUNT") above, (e) the Single Purpose Entity Transferee which escrow account shall deliver any and all organizational documentation requested be administered by Mortgagee, which documentation shall be reasonably satisfactory to Mortgagee in all respects, and shall deliver an opinion of counsel of the Single Purpose Entity Transferee covering the Assumption Agreement in form and substance similar to the due execution, delivery and enforcement opinions delivered by counsel to Mortgagor in connection with the execution of this Mortgage, (f) the Single Purpose Entity Transferee shall deliver any certificates and opinions of counsel, enter into agreements and covenants, or cause each of its general partners (or any other principal thereof) to deliver certificates, enter into agreements and covenants, which certificates, agreements, opinions of counsel and covenants shall be similar in nature to those delivered, executed and made by Mortgagor or any general partner of Mortgagor in connection with the execution of this Mortgage or the Securitization (hereinafter defined) relating to the single purpose nature of the Single Purpose Entity Transferee or otherwise, and (g) Mortgagor shall deliveror, at its sole cost and expense, an endorsement to the existing title policy insuring the Mortgage as modified by the Assumption Agreement as a valid first lien on the Mortgaged Property, naming the Single Purpose Entity Transferee as owner of the fee estate of the Mortgaged Property, which endorsement shall insure that, as of the date of the recording of the Assumption Agreement, the Mortgaged Property shall not be subject to any additional exceptions or liens other than those contained in the original title policy insuring the lien of this Mortgage and delivered in connection with the execution of this Mortgage. Any and all costs incurred in connection with the above (including Mortgagee's counseldiscretion and in accordance with Mortgagee's fees and disbursements and expenses and all recording feesinstructions, mortgage or intangible taxes, and title insurance premiums), shall may be paid by Mortgagor. Mortgagee shall respond to Mortgagor's request to transfer legal title to the Mortgaged Property within forty-five (45) days of delivery of all of the information required by subsections (a)-(g) above. The failure of Mortgagee to respond to such request shall not be deemed consent to the transfer.administered

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness of Mortgagor and the experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the loan secured hereby, 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. . (i) Except as otherwise provided set forth in subparagraph 9(cSection 9(b)(ii) hereofbelow, Mortgagor shall not sellnot, conveywithout the prior written consent of Mortgagee, alien, mortgage, encumber, pledge further encumber the Mortgaged Property or otherwise transfer any part thereof or permit the further encumbrance of the Mortgaged Property or any part thereof, or pledge the Mortgaged Property or any part thereof. Mortgagor shall not, without the prior written consent of Mortgagee, 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, aliened, mortgaged, encumbered, pledged or otherwise transferred. (a) . A sale, conveyance, alienation, mortgage, encumbrance, pledge transfer or transfer conveyance within the meaning of this paragraph 9 shall be deemed to include (ia) an installment installments sales agreement wherein Mortgagor agrees to sell the Mortgaged Property or any part thereof for a price to be paid in installments; (iib) an agreement by Mortgagor (other than the Prime Lease) 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; (iiic) if Mortgagor Mortgagor, any Guarantor (hereinafter defined), any managing member, or any general partner of Mortgagor or Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation's stock or the creation or issuance of new stock in a single transaction or cumulatively over any series of transactions, by which an aggregate of which, in the aggregate, more than 49% of such corporation's stock shall at any time be vested in a party or parties who are not now stockholders, except for any sale, conveyance or transfer of such corporation's stock to an Affiliate provided Mortgagee shall have received prior written notice of such transfer; (ivd) if Mortgagor Mortgagor, any Guarantor, any managing member, or any general partner of Mortgagor or 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 of the partnership interest of any general partner or managing partner; and (e) if Mortgagor, except for any Guarantor, any managing member, or any general partner of Mortgagor is a limited liability company, the voluntary or involuntary sale, conveyance or transfer of such partnership interest to limited liability company's membership interests by which an Affiliate, and excluding aggregate of more than 10% of such limited liability company's membership interests shall be vested in a party of parties who are not now members; or (f) the removal or resignation of any non-Affiliate the managing agent, if any, for the Mortgaged Property or non- the transfer of ownership, management or control of such managing agent to a person or entity other than the general partner where or managing partner, if Mortgagor is a partnership, or the managing general partner shall remain following such removal or resignationmember, provided, in either case, Mortgagee shall have received prior written notice if Mortgagor is a limited liability company of such transfer resignation or removal; (v) any transfer Mortgagor without the consent of any interest by the Manager (hereinafter defined) other than as permitted under paragraph 54; and (vi) any transfer of the beneficial interest of any Mortgagor in any trust holding legal title to the Mortgaged PropertyMortgagee. (bii) Notwithstanding anything to the contrary contained herein: (i) Upon sixty (60) days prior written notice to Mortgagee, Mortgagor shall have the limited one-time right to transfer legal title to the Mortgaged Property to a Single Purpose Entity Transferee single-purpose, bankruptcy remote entity (including an Affiliate (as hereinafter defined) of Mortgagor or Prime Tenant) without the consent of Mortgagee provided that (aA) such Single Purpose Entity Transferee assumes all no Event of Default shall have occurred hereunder; (B) the Prime Lease is in effect; (C) the transferee shall assume the obligations of the Mortgagor under this Mortgage, the Note and the Other Security Documents in a manner satisfactory to Mortgagee in all respects, including, without limitation, by entering into an assumption agreement with Mortgagor hereunder and Mortgagee shall receive such evidence as it, in form and substance reasonably satisfactory to Mortgagee (an "Assumption Agreement"), (b) the Single Purpose Entity Transferee shall have been newly formed exclusively and solely for the purpose of owning and operating the Mortgaged Property and shall have been engaged in no other business activities prior to the transfer of title to such Single Purpose Entity Transferee and must be a "United States person" as defined by Section 7701(a)(30) of the United States Internal Revenue Code of 1986, as amended, (c) the Single Purpose Entity Transferee or the management agent it employs to manage the Mortgaged Property shall have Adequate Real Estate Experience (hereinafter defined), (d) the Single Purpose Entity Transferee shall deliver to Mortgagee evidence of the fulfillment of the requirements of subsection (b) above, (e) the Single Purpose Entity Transferee shall deliver any and all organizational documentation requested by Mortgagee, which documentation shall be reasonably satisfactory to Mortgagee in all respects, and shall deliver an opinion of counsel of the Single Purpose Entity Transferee covering the Assumption Agreement in form and substance similar to the due execution, delivery and enforcement opinions delivered by counsel to Mortgagor in connection with the execution of this Mortgage, (f) the Single Purpose Entity Transferee shall deliver any certificates and opinions of counsel, enter into agreements and covenants, or cause each of its general partners (or any other principal thereof) to deliver certificates, enter into agreements and covenants, which certificates, agreements, opinions of counsel and covenants shall be similar in nature to those delivered, executed and made by Mortgagor or any general partner of Mortgagor in connection with the execution of this Mortgage or the Securitization (hereinafter defined) relating to the single purpose nature of the Single Purpose Entity Transferee or otherwise, and (g) Mortgagor shall deliver, at its sole cost discretion, finds satisfactory that all approvals and expenseauthorizations, an endorsement to the existing title policy insuring the Mortgage as modified by the Assumption Agreement as a valid first lien on the Mortgaged Propertyif any, naming the Single Purpose Entity Transferee as owner of the fee estate of the Mortgaged Property, which endorsement shall insure that, as of the date of the recording of the Assumption Agreement, the Mortgaged Property shall not be subject to any additional exceptions or liens other than those contained in the original title policy insuring the lien of this Mortgage and delivered in connection with the execution of this Mortgage. Any and all costs incurred in connection with the above (including Mortgagee's counsel's fees and disbursements and expenses and all recording fees, mortgage or intangible taxes, and title insurance premiums), shall be paid by Mortgagor. Mortgagee shall respond to Mortgagor's request to transfer legal title to the Mortgaged Property within forty-five (45) days of delivery of all of the information required by subsections (a)-(g) above. The failure of Mortgagee to respond to such request shall not be deemed consent to the transfer.for

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor Grantor acknowledges that Mortgagee Beneficiary, in agreeing to make the Loan, has examined and relied on the creditworthiness of Mortgagor and the experience of Mortgagor Grantor in owning and operating properties such as the Mortgaged Property in agreeing to make the loan secured herebyProperty, and that Mortgagee Beneficiary will continue to rely on MortgagorGrantor'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. Mortgagor Grantor acknowledges that Mortgagee Beneficiary has a valid interest in maintaining the value of the Mortgaged Property so as to ensure that, should Mortgagor Grantor default in the repayment of the Debt, Mortgagee Beneficiary can recover all or a portion of the Debt by a sale of the Mortgaged PropertyProperty or any part thereof. Except Accordingly, except as otherwise provided permitted in subparagraph 9(c) hereofthe Loan Agreement, Mortgagor Grantor shall not not, without the prior written consent of Beneficiary, sell, convey, alienalienate, mortgage, encumber, pledge or otherwise transfer the Mortgaged Property or any part thereof, thereof or permit the Mortgaged Property or any part thereof to be sold, conveyed, alienedalienated, mortgaged, encumbered, pledged or otherwise transferred. (ab) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of this paragraph Paragraph 9 shall be deemed to include include: (i) an installment sales agreement wherein Mortgagor Grantor agrees to sell the Mortgaged Property or any part thereof or any interest therein for a price to be paid in installments; (ii) an agreement by Mortgagor Grantor leasing all or a substantial part of the Mortgaged Property for other than actual occupancy by a space tenant thereunder thereunder, or a sale, assignment or other transfer of, or the grant of a security interest in, MortgagorGrantor's right, title and interest in and to any Leases or any Rents; (iii) if Mortgagor Grantor or any general partner or managing member of Mortgagor Grantor is a corporation, the voluntary or involuntary sale, conveyance conveyance, alienation, mortgage, encumbrance, pledge 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 by which an aggregate in one or a series of more than 49% of such corporation's stock shall be vested in a party or parties who are not now stockholders, except for any sale, conveyance or transfer of such corporation's stock to an Affiliate provided Mortgagee shall have received prior written notice of such transfertransactions; (iv) if Mortgagor Grantor or any general partner or managing member of Mortgagor Grantor is a limited or general partnership partnership, joint venture or joint venturelimited liability company, the change, removal removal, resignation or resignation addition of a general partner partner, joint venturer or managing partner member or the sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the partnership interest of any general partner or managing partnerthe sale, except for any conveyance, alienation, mortgage, encumbrance, pledge or transfer of such partnership the interest to an Affiliate, and excluding the removal or resignation of any non-Affiliate joint venturer or non- managing general partner where the managing general partner shall remain following such removal or resignation, provided, in either case, Mortgagee shall have received prior written notice of such transfer resignation or removalmember; (v) any if Grantor is a limited or general partnership, joint venture, limited liability company, trust, nominee trust, tenancy in common or other unincorporated form of business association or form of ownership interest, the voluntary or involuntary sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of any interest by the Manager (hereinafter defined) other than as permitted under paragraph 54; and (vi) any transfer of the beneficial a controlling interest of any Mortgagor in any trust holding person having a direct legal title to the Mortgaged Property. (b) Notwithstanding anything to the contrary contained herein: (i) Upon sixty (60) days prior written notice to Mortgagee, Mortgagor shall have the limited right to transfer legal title to the Mortgaged Property to a Single Purpose Entity Transferee (hereinafter defined) provided (a) such Single Purpose Entity Transferee assumes all of the obligations of the Mortgagor under this Mortgage, the Note and the Other Security Documents in a manner satisfactory to Mortgagee in all respects, including, without limitation, by entering into an assumption agreement with Mortgagor and Mortgagee in form and substance reasonably satisfactory to Mortgagee (an "Assumption Agreement"), (b) the Single Purpose Entity Transferee shall have been newly formed exclusively and solely for the purpose of owning and operating the Mortgaged Property and shall have been engaged in no other business activities prior to the transfer of title to such Single Purpose Entity Transferee and must be a "United States person" as defined by Section 7701(a)(30) of the United States Internal Revenue Code of 1986, as amended, (c) the Single Purpose Entity Transferee or the management agent it employs to manage the Mortgaged Property shall have Adequate Real Estate Experience (hereinafter defined), (d) the Single Purpose Entity Transferee shall deliver to Mortgagee evidence of the fulfillment of the requirements of subsection (b) above, (e) the Single Purpose Entity Transferee shall deliver any and all organizational documentation requested by Mortgagee, which documentation shall be reasonably satisfactory to Mortgagee in all respects, and shall deliver an opinion of counsel of the Single Purpose Entity Transferee covering the Assumption Agreement in form and substance similar to the due execution, delivery and enforcement opinions delivered by counsel to Mortgagor in connection with the execution of this Mortgage, (f) the Single Purpose Entity Transferee shall deliver any certificates and opinions of counsel, enter into agreements and covenants, or cause each of its general partners (or any other principal thereof) to deliver certificates, enter into agreements and covenants, which certificates, agreements, opinions of counsel and covenants shall be similar in nature to those delivered, executed and made by Mortgagor or any general partner of Mortgagor in connection with the execution of this Mortgage or the Securitization (hereinafter defined) relating to the single purpose nature of the Single Purpose Entity Transferee or otherwise, and (g) Mortgagor shall deliver, at its sole cost and expense, an endorsement to the existing title policy insuring the Mortgage as modified by the Assumption Agreement as a valid first lien on the Mortgaged Property, naming the Single Purpose Entity Transferee as owner of the fee estate of the Mortgaged Property, which endorsement shall insure that, as of the date of the recording of the Assumption Agreement, the Mortgaged Property shall not be subject to any additional exceptions or liens other than those contained in the original title policy insuring the lien of this Mortgage and delivered in connection with the execution of this Mortgage. Any and all costs incurred in connection with the above (including Mortgagee's counsel's fees and disbursements and expenses and all recording fees, mortgage or intangible taxes, and title insurance premiums), shall be paid by Mortgagor. Mortgagee shall respond to Mortgagor's request to transfer legal title to the Mortgaged Property within forty-five (45) days of delivery of all of the information required by subsections (a)-(g) above. The failure of Mortgagee to respond to such request shall not be deemed consent to the transfer.beneficial ownership in

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor Owner acknowledges that Mortgagee Lender has examined and relied on the creditworthiness of Mortgagor and the experience of Mortgagor Owner and its general partners, principals and (if Owner is a trust) beneficial owners in owning and operating properties such as the Mortgaged Property in agreeing to make the loan secured herebyby the Mortgage, and that Mortgagee Lender will continue to rely on MortgagorOwner'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 Owner acknowledges that Mortgagee Lender has a valid interest in maintaining the value of the Mortgaged Property so as to ensure that, should Mortgagor Owner default in the repayment of the Debt, Mortgagee Lender can recover the Debt by a sale of the Mortgaged Property. Except as permitted in Section 61 hereof or otherwise provided in subparagraph 9(c) hereofaccordance with the terms of the Loan Documents, Mortgagor Owner shall not not, without the prior written consent of Lender, sell, convey, alienalienate, 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, alienedalienated, mortgaged, encumbered, pledged or otherwise transferred. (ab) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of this paragraph 9 Section shall be deemed to include include: (i) an installment sales agreement wherein Mortgagor Owner agrees to sell the Mortgaged Property or any part thereof for a price to be paid in installments; (ii) an agreement by Mortgagor Owner 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, MortgagorOwner's right, title and interest in and to any Leases or any Rents; (iii) if Mortgagor Owner, any Guarantor, or any general partner of Mortgagor Owner or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance conveyance, pledge or transfer of such corporation's stock (or the stock of any such corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new voting stock in one or a series of transactions, where such shares of stock are not held by which an aggregate of more than 49% of such corporation's stock shall be vested in a party or parties who are not now stockholders, except for any sale, conveyance or transfer of currently shareholders in the same manner and proportion as such corporation's stock to an Affiliate provided Mortgagee shall have received prior written notice of such transferparties currently hold shareholder interests; (iv) if Mortgagor Owner, any Guarantor or any indemnitor or any general or limited partner or member of Mortgagor Owner, any Guarantor or any indemnitor 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 the partnership interest of any general partner or managing partner, except for partner or any transfer of profits or proceeds relating to such partnership interest to an Affiliateor the voluntary or involuntary sale, conveyance, transfer or pledge of limited partnership interests (or the limited partnership interests of any limited partnership directly or indirectly controlling such limited partnership by operation of law or otherwise), or the creation or issuance of new limited partnership interests, where such limited partnership interests are not held by parties who are currently limited partners in the same manner and excluding proportion as such parties currently hold limited partnership interests; (v) if Owner, any Guarantor, any indemnitor or any general or limited partner or member of Owner, any Guarantor or any indemnitor is a limited liability company, the change, removal or resignation of any non-Affiliate a managing member or non- managing general partner where the managing general partner shall remain following such removal or resignation, provided, in either case, Mortgagee shall have received prior written notice of such transfer resignation or removal; (v) any transfer of the membership interest of any managing member or any profits or proceeds relating to such membership interest or the voluntary or involuntary sale, conveyance, transfer or pledge of membership interests (or the membership interests of any limited liability company directly or indirectly controlling such limited liability company by operation of law or otherwise), or the Manager (hereinafter defined) other than creation or issuance of new membership interests where such membership interests are not held by parties who are currently members in the same manner and proportion as permitted under paragraph 54such parties currently hold membership interests; and (vi) if Owner is not wholly owned and controlled directly or indirectly by Servico, Inc. (other than Servico Centre Associates Limited Partnership ("SCALP") which shall be wholly owned and controlled directly or indirectly by Palm Beach Hotel Enterprises, Inc., the general partner of SCALP and (vii) if Servico, Inc. is not wholly owned and controlled directly or indirectly by Lodgian, Inc. (c) Lender reserves the right to condition the consent required under Section 13(a) upon a modification of the terms hereof (which such modification shall not modify or amend the material economic terms hereof) and on assumption of the Note, the Mortgage, this Loan Agreement and the other Loan Documents as so modified by the proposed transferee, payment of all of Lender's out-of-pocket expenses actually incurred in connection with such transfer, the approval by each of the Rating Agencies that have assigned a rating to the Securities of the proposed transferee, the proposed transferee's continued compliance with the covenants set forth in Section 11 and Section 40 hereof, or such other conditions as Lender shall determine in its sole discretion to be in the interest of Lender. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon Owner's sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the beneficial interest Mortgaged Property without Lender's consent. This provision shall apply to every sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Mortgaged Property regardless of whether voluntary or not, or whether or not Lender has consented to any Mortgagor in any trust holding legal title to previous sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Mortgaged Property. (bd) Notwithstanding the foregoing, Lender's consent shall not be required in connection with the transfer of (i) the publically traded shares of stock in Lodgian, Inc., or (ii) limited partnership interests in Servico Centre Associates Limited Partnership (which are not directly or indirectly owned by Servico, Inc.); provided such limited partners shall never hold equity interests in Servico Centre Associates Limited Partnership in excess of 50%. (e) Lender acknowledges that Owner, KDS Corporation, and Servico, Inc. have each pledged certain Collateral relating to certain of the Mortgaged Properties to certain leasing and/or financial companies listed on Part I of Schedule I attached hereto in connection with certain FF&E financings in the respective original and outstanding principal amounts set forth on Schedule I (the "Existing FF&E Financing"), which loans shall mature or equipment lease agreements shall expire on those dates set forth on Schedule I. Owner covenants and agrees to fully perform or to cause Servico, Inc. and KDS Corporation, as applicable, to fully perform its obligations under the loan documents and/or equipment lease agreement, as applicable, evidencing and serving the Existing FF&E Financing. (f) Notwithstanding anything contained in this Section 13 to the contrary, Lender's consent shall not be required for the granting of a security interest by Owner and/or Servico, Inc. in television sets, washers, dryers, cubers, dispensers, door locks, air conditioners, filter systems, impress ironers, refrigerators, microwaves, dish and glass washing machines, vans, phone systems, microfridges, or computer systems ("Pledged FF&E"), provided Lender has received prior written notification of such Borrower's and/or Servico, Inc's intent to pledge such Pledged FF&E, and provided, further, that (i) any such security agreement or equipment lease agreement is subject to commercially prudent terms and conditions, (ii) the Pledged FF&E is readily replaceable without material interference or interruption to the operation of the Mortgaged Property as required pursuant to the provisions of the Mortgage and this Loan Agreement, and (iii) the aggregate annual payments pursuant to the Existing FF&E Financing and any note(s) secured by the security agreement(s) or equipment lease agreement(s) relating to the Pledged FF&E located on or used in connection with each Mortgaged Property is less than $50,000 (the "FF&E Annual Payment Cap"), except with respect to Property Nos. 13 (Omni West Palm Beach), 39 (Quality Hotel Metairie), 50 (Holiday Inn St. Xxxx), 57 (Omni Albany Hotel), and 81 (Holiday Inn Austin South), the FF&E Annual Payment Cap shall be the amount set forth under the column entitled "Allocated Annual Payments" on Part II of Schedule I (collectively; the "Permitted FF&E Financing"). (g) Notwithstanding anything to the contrary in this Section 13, Lender shall permit the mortgage dated June 8, 1992 and recorded in Official Records Book 3739, Page 506 of the Public Records of Palm Beach County, Florida, as modified, amended and assigned (the "Subordinate Mortgage") relating to the Mortgage Property described as Property No. 13 on Schedule A attached (Omni Hotel -West Palm Beach) provided simultaneously herewith, (i) Owner executes and delivers to Lender's form of Subordination and Intercreditor Agreement acceptable to Lender in all respects and (ii) the holder of the Subordinate Mortgage pledges and collaterally assigns to Lender the Subordinate Mortgage as additional collateral for the Loan. (h) Notwithstanding anything to the contrary contained herein:in this Section 13, Lender's consent shall not be required pursuant to this Section 13 with respect to the Condominium Conversion described in Section 61 provided the terms and provisions of Section 61(l) are satisfied. (i) Upon sixty (60) days prior written notice to Mortgagee, Mortgagor shall have the limited right to transfer legal title to the Mortgaged Property Lender's consent to a Single Purpose Entity Transferee (hereinafter defined) provided (a) such Single Purpose Entity Transferee assumes all of the obligations of the Mortgagor under this Mortgagesale, the Note and the Other Security Documents in a manner satisfactory to Mortgagee in all respectsconveyance, includingalienation, without limitationmortgage, by entering into an assumption agreement with Mortgagor and Mortgagee in form and substance reasonably satisfactory to Mortgagee (an "Assumption Agreement")encumbrance, (b) the Single Purpose Entity Transferee shall have been newly formed exclusively and solely for the purpose of owning and operating the Mortgaged Property and shall have been engaged in no other business activities prior to the pledge or transfer of title to such Single Purpose Entity Transferee and must be a "United States person" as defined by Section 7701(a)(30) of the United States Internal Revenue Code of 1986, as amended, (c) the Single Purpose Entity Transferee or the management agent it employs to manage the Mortgaged Property shall have Adequate Real Estate Experience (hereinafter defined), (d) the Single Purpose Entity Transferee shall deliver to Mortgagee evidence of the fulfillment of the requirements of subsection (b) above, (e) the Single Purpose Entity Transferee shall deliver any and all organizational documentation requested by Mortgagee, which documentation shall be reasonably satisfactory to Mortgagee in all respects, and shall deliver an opinion of counsel of the Single Purpose Entity Transferee covering the Assumption Agreement in form and substance similar to the due execution, delivery and enforcement opinions delivered by counsel to Mortgagor in connection with the execution of this Mortgage, (f) the Single Purpose Entity Transferee shall deliver any certificates and opinions of counsel, enter into agreements and covenants, or cause each of its general partners (or any other principal thereof) to deliver certificates, enter into agreements and covenants, which certificates, agreements, opinions of counsel and covenants shall be similar in nature to those delivered, executed and made by Mortgagor or any general partner of Mortgagor in connection with the execution of this Mortgage or the Securitization (hereinafter defined) relating to the single purpose nature of the Single Purpose Entity Transferee or otherwise, and (g) Mortgagor shall deliver, at its sole cost and expense, an endorsement to the existing title policy insuring the Mortgage as modified by the Assumption Agreement as a valid first lien on the Mortgaged Property, naming the Single Purpose Entity Transferee as owner of the fee estate of the Mortgaged Property, which endorsement shall insure that, as of the date of the recording of the Assumption Agreement, the Mortgaged Property shall not be subject deemed to any additional exceptions or liens other than those contained be a waiver of Lender's right to require such consent in the original title policy insuring future. Any sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the lien Mortgaged Property made in contravention of this Mortgage Section shall be null and delivered void and of no force or effect. (j) Owner agrees to bear and shall pay or reimburse Lender on demand for all reasonable expenses (including, without limitation, Lender's out-of-pocket attorney's fees and disbursements (including on appeal), title search costs and title insurance endorsement premiums) incurred by Lender in connection with the execution of this Mortgage. Any and all costs incurred in connection with the above (including Mortgagee's counsel's fees and disbursements and expenses and all recording feesreview, mortgage approval or intangible taxesdisapproval, and title insurance premiums)documentation of any such sale, shall be paid by Mortgagor. Mortgagee shall respond conveyance, alienation, mortgage, encumbrance, pledge or transfer. (k) Anything herein to Mortgagor's request to transfer legal title to the contrary notwithstanding, transfers and partial releases of the Mortgaged Property within forty-five (45) days shall be permitted in accordance with the terms of delivery of all of the information required by subsections (a)-(g) above. The failure of Mortgagee to respond to such request shall not be deemed consent to the transferSection 61 hereof.

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 of Mortgagor and the experience of Mortgagor in owning properties such as the Mortgaged Property in agreeing to make the loan secured hereby, 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 otherwise provided in subparagraph 9(c) hereofCredit Agreement, Mortgagor shall not sell, convey, alien, 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, aliened, mortgaged, encumbered, pledged or otherwise transferred. (a) . A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of this paragraph 9 11 shall be deemed to include (i) an any 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 installments or any 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 any 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 Rents or any general partner of Mortgagor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation's stock or the creation or issuance of new stock by which an aggregate of more than 49% of such corporation's stock shall be vested in a party or parties who are not now stockholders, except for any sale, conveyance or transfer of such corporation's stock to an Affiliate provided Mortgagee shall have received prior written notice of such transfer; (iv) if Mortgagor or any general partner of Mortgagor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner or managing partner or the transfer of the partnership interest of any general partner or managing partner, except for any transfer of such partnership interest to an Affiliate, and excluding the removal or resignation of any non-Affiliate or non- managing general partner where the managing general partner shall remain following such removal or resignation, provided, in either case, Mortgagee shall have received prior written notice of such transfer resignation or removal; (v) any transfer of any interest by the Manager (hereinafter defined) other than as permitted under paragraph 54; and (vi) any transfer of the beneficial interest of any Mortgagor in any trust holding legal title to the Mortgaged Propertyproperty income. (b) Notwithstanding anything Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the contrary contained herein: (i) Upon sixty (60) days prior written notice to MortgageeObligations immediately due and payable upon Mortgagor's sale, Mortgagor shall have the limited right to conveyance, alienation, mortgage, encumbrance, pledge or transfer legal title to of the Mortgaged Property to a Single Purpose Entity Transferee (hereinafter defined) provided (a) such Single Purpose Entity Transferee assumes all of the obligations of the Mortgagor under this Mortgage, the Note and the Other Security Documents in a manner satisfactory to Mortgagee in all respects, including, without limitation, by entering into an assumption agreement with Mortgagor and Mortgagee in form and substance reasonably satisfactory to Mortgagee (an "Assumption Agreement"), (b) the Single Purpose Entity Transferee shall have been newly formed exclusively and solely for the purpose of owning and operating the Mortgaged Property and shall have been engaged in no other business activities prior to the transfer of title to such Single Purpose Entity Transferee and must be a "United States person" as defined by Section 7701(a)(30) of the United States Internal Revenue Code of 1986, as amended, (c) the Single Purpose Entity Transferee or the management agent it employs to manage the Mortgaged Property shall have Adequate Real Estate Experience (hereinafter defined), (d) the Single Purpose Entity Transferee shall deliver to Mortgagee evidence of the fulfillment of the requirements of subsection (b) above, (e) the Single Purpose Entity Transferee shall deliver any and all organizational documentation requested by Mortgagee, which documentation shall be reasonably satisfactory to Mortgagee in all respects, and shall deliver an opinion of counsel of the Single Purpose Entity Transferee covering the Assumption Agreement in form and substance similar to the due execution, delivery and enforcement opinions delivered by counsel to Mortgagor in connection with the execution violation of this Mortgage, (f) the Single Purpose Entity Transferee shall deliver any certificates and opinions of counsel, enter into agreements and covenants, or cause each of its general partners (or any other principal thereof) Mortgage Loan Document. This provision shall apply to deliver certificatesevery sale, enter into agreements and covenantsconveyance, which certificatesalienation, agreementsmortgage, opinions encumbrance, pledge or transfer of counsel and covenants shall be similar in nature to those delivered, executed and made by Mortgagor or any general partner of Mortgagor in connection with the execution of this Mortgage or the Securitization (hereinafter defined) relating Mortgaged Property that is not a transfer permitted pursuant to the single purpose nature terms of the Single Purpose Entity Transferee Credit Agreement, regardless of whether voluntary or otherwisenot, and (g) Mortgagor shall deliveror whether or not Mortgagee has consented to any previous sale, at its sole cost and expenseconveyance, an endorsement to the existing title policy insuring the Mortgage as modified by the Assumption Agreement as a valid first lien on the Mortgaged Propertyalienation, naming the Single Purpose Entity Transferee as owner of the fee estate mortgage, encumbrance, pledge or transfer of the Mortgaged Property, which endorsement shall insure that, as of the date of the recording of the Assumption Agreement, the Mortgaged Property shall not be subject to any additional exceptions or liens other than those contained in the original title policy insuring the lien of this Mortgage and delivered in connection with the execution of this Mortgage. Any and all costs incurred in connection with the above (including Mortgagee's counsel's fees and disbursements and expenses and all recording fees, mortgage or intangible taxes, and title insurance premiums), shall be paid by Mortgagor. Mortgagee shall respond to Mortgagor's request to transfer legal title to the Mortgaged Property within forty-five (45) days of delivery of all of the information required by subsections (a)-(g) above. The failure of Mortgagee to respond to such request shall not be deemed consent to the transfer.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on shall not, without the creditworthiness prior written consent of Mortgagor and the experience of Mortgagor in owning properties such as the Mortgaged Property in agreeing to make the loan secured herebyMortgagee, 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 otherwise provided in subparagraph 9(c) hereof, Mortgagor shall not sell, convey, alienalienate, 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, alienedalienated, mortgaged, encumbered, pledged or otherwise transferred. (ab) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of this paragraph 9 Paragraph 12 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 Property; and (iii) 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 leases or any Rents; rents. (iiic) if Mortgagor Mortgagee shall not be required to demonstrate any actual impairment of its security or any general partner increased risk of Mortgagor is a corporation, default hereunder in order to declare the voluntary or involuntary Indebtedness immediately due and payable upon Mortgagor's sale, conveyance conveyance, alienation, mortgage, encumbrance, pledge or transfer of such corporationthe Mortgaged Property without Mortgagee's stock or the creation or issuance of new stock by which an aggregate of more than 49% of such corporation's stock consent. This provision shall be vested in a party or parties who are not now stockholders, except for any apply to every sale, conveyance conveyance, alienation, mortgage, encumbrance, pledge or transfer of such corporation's stock the Mortgaged Property regardless of whether voluntary or not, or whether or not Mortgagee has consented to an Affiliate provided Mortgagee shall have received prior written notice of such transfer; (iv) if Mortgagor any previous sale, conveyance, alienation, mortgage, encumbrance, pledge or any general partner of Mortgagor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner or managing partner or the transfer of the partnership interest of any general partner or managing partner, except for any transfer of such partnership interest to an Affiliate, and excluding the removal or resignation of any non-Affiliate or non- managing general partner where the managing general partner shall remain following such removal or resignation, provided, in either case, Mortgagee shall have received prior written notice of such transfer resignation or removal; (v) any transfer of any interest by the Manager (hereinafter defined) other than as permitted under paragraph 54; and (vi) any transfer of the beneficial interest of any Mortgagor in any trust holding legal title to the Mortgaged Property. (bd) Notwithstanding anything Mortgagee's consent to the contrary contained herein: (i) Upon sixty (60) days prior written notice to Mortgageeone sale, Mortgagor shall have the limited right to transfer legal title to the Mortgaged Property to a Single Purpose Entity Transferee (hereinafter defined) provided (a) such Single Purpose Entity Transferee assumes all of the obligations of the Mortgagor under this Mortgageconveyance, the Note and the Other Security Documents in a manner satisfactory to Mortgagee in all respectsalienation, includingmortgage, without limitationencumbrance, by entering into an assumption agreement with Mortgagor and Mortgagee in form and substance reasonably satisfactory to Mortgagee (an "Assumption Agreement"), (b) the Single Purpose Entity Transferee shall have been newly formed exclusively and solely for the purpose of owning and operating the Mortgaged Property and shall have been engaged in no other business activities prior to the pledge or transfer of title to such Single Purpose Entity Transferee and must be a "United States person" as defined by Section 7701(a)(30) of the United States Internal Revenue Code of 1986, as amended, (c) the Single Purpose Entity Transferee or the management agent it employs to manage the Mortgaged Property shall have Adequate Real Estate Experience (hereinafter defined), (d) the Single Purpose Entity Transferee shall deliver to Mortgagee evidence of the fulfillment of the requirements of subsection (b) above, (e) the Single Purpose Entity Transferee shall deliver any and all organizational documentation requested by Mortgagee, which documentation shall be reasonably satisfactory to Mortgagee in all respects, and shall deliver an opinion of counsel of the Single Purpose Entity Transferee covering the Assumption Agreement in form and substance similar to the due execution, delivery and enforcement opinions delivered by counsel to Mortgagor in connection with the execution of this Mortgage, (f) the Single Purpose Entity Transferee shall deliver any certificates and opinions of counsel, enter into agreements and covenants, or cause each of its general partners (or any other principal thereof) to deliver certificates, enter into agreements and covenants, which certificates, agreements, opinions of counsel and covenants shall be similar in nature to those delivered, executed and made by Mortgagor or any general partner of Mortgagor in connection with the execution of this Mortgage or the Securitization (hereinafter defined) relating to the single purpose nature of the Single Purpose Entity Transferee or otherwise, and (g) Mortgagor shall deliver, at its sole cost and expense, an endorsement to the existing title policy insuring the Mortgage as modified by the Assumption Agreement as a valid first lien on the Mortgaged Property, naming the Single Purpose Entity Transferee as owner of the fee estate of the Mortgaged Property, which endorsement shall insure that, as of the date of the recording of the Assumption Agreement, the Mortgaged Property shall not be subject deemed to be a waiver of Mortgagee's right to require such consent to any additional exceptions or liens other than those contained in the original title policy insuring the lien future occurrence of this Mortgage and delivered in connection with the execution of this Mortgagesame. Any and all costs incurred in connection with the above (including Mortgagee's counsel's fees and disbursements and expenses and all recording feessale, mortgage conveyance, alienation, mortgage, encumbrance, pledge or intangible taxes, and title insurance premiums), shall be paid by Mortgagor. Mortgagee shall respond to Mortgagor's request to transfer legal title to of the Mortgaged Property within forty-five made in contravention of this paragraph shall be null and void and of no force and effect. (45e) days of delivery of all of the information required by subsections (a)-(g) above. The failure of Mortgagee to respond to such request shall not be deemed may withhold its consent to the transferin its sole discretion.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness of Mortgagor and the experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the loan Loan secured hereby, and that Mortgagee will continue to rely on Mortgagor's ownership of the Mortgaged Property as a means of maintaining maixxxxxxxx the value of the Mortgaged Property as security for repayment of the DebtObligations. 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 DebtObligations, Mortgagee can recover the Debt Obligations by a sale of the Mortgaged Property. Except as otherwise provided in subparagraph 9(c) hereof, Mortgagor shall not not, without the prior written consent of Mortgagee, which consent may be granted or withheld in Mortgagee's sole discretion, sell, convey, alienalienate, 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, alienedalienated, mortgaged, encumbered, pledged or otherwise transferred. (ab) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of this paragraph 9 Section 8 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 RentsXxxxx; xnd (iii) if Mortgagor a transfer of a direct or indirect ownership interest or voting right in the Borrower that would cause a Change of Control to occur. (c) Subject to the provisions of the Loan Agreement, Mortgagee may predicate its decision to grant or withhold consent hereunder on Mortgagee's satisfaction, in its sole and absolute discretion, with all relevant factors (including, without limitation, the creditworthiness of the proposed transferee and such proposed transferee's management experience), and, in the case of any transfer of title to the Mortgaged Property, upon the execution of an assumption agreement in form and substance acceptable to Mortgagee and the payment of all costs and expenses incurred by Mortgagee in connection with the assumption (including, without limitation, reasonable attorneys' fees). Mortgagee shall not be required to demonstrate any actual impairment of its security or any general partner increased risk of Mortgagor is a corporation, default hereunder in order to declare the voluntary or involuntary Obligations immediately due and payable upon Mortgagor's sale, conveyance conveyance, alienation, mortgage, encumbrance, xxxxxx xx transfer of the Mortgaged Property without Mortgagee's consent. Except as provided in the Loan Agreement, this provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of such corporation's stock the Mortgaged Property regardless of whether voluntary or the creation not, or issuance of new stock by which an aggregate of more than 49% of such corporation's stock shall be vested in a party whether or parties who are not now stockholders, except for Mortgagee has consented to any previous sale, conveyance conveyance, alienation, mortgage, encumbrance, pledge or transfer of such corporation's stock to an Affiliate provided Mortgagee shall have received prior written notice of such transfer; (iv) if Mortgagor or any general partner of Mortgagor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner or managing partner or the transfer of the partnership interest of any general partner or managing partner, except for any transfer of such partnership interest to an Affiliate, and excluding the removal or resignation of any non-Affiliate or non- managing general partner where the managing general partner shall remain following such removal or resignation, provided, in either case, Mortgagee shall have received prior written notice of such transfer resignation or removal; (v) any transfer of any interest by the Manager (hereinafter defined) other than as permitted under paragraph 54; and (vi) any transfer of the beneficial interest of any Mortgagor in any trust holding legal title to the Mortgaged Property. (bd) Notwithstanding anything Mortgagee's consent to the contrary contained herein: (i) Upon sixty (60) days prior written notice to Mortgageeone sale, Mortgagor shall have the limited right to transfer legal title to the Mortgaged Property to a Single Purpose Entity Transferee (hereinafter defined) provided (a) such Single Purpose Entity Transferee assumes all of the obligations of the Mortgagor under this Mortgageconveyance, the Note and the Other Security Documents in a manner satisfactory to Mortgagee in all respectsalienation, includingmortgage, without limitationencumbrance, by entering into an assumption agreement with Mortgagor and Mortgagee in form and substance reasonably satisfactory to Mortgagee (an "Assumption Agreement"), (b) the Single Purpose Entity Transferee shall have been newly formed exclusively and solely for the purpose of owning and operating the Mortgaged Property and shall have been engaged in no other business activities prior to the pledge or transfer of title to such Single Purpose Entity Transferee and must be a "United States person" as defined by Section 7701(a)(30) of the United States Internal Revenue Code of 1986, as amended, (c) the Single Purpose Entity Transferee or the management agent it employs to manage the Mortgaged Property shall have Adequate Real Estate Experience (hereinafter defined), (d) the Single Purpose Entity Transferee shall deliver to Mortgagee evidence of the fulfillment of the requirements of subsection (b) above, (e) the Single Purpose Entity Transferee shall deliver any and all organizational documentation requested by Mortgagee, which documentation shall be reasonably satisfactory to Mortgagee in all respects, and shall deliver an opinion of counsel of the Single Purpose Entity Transferee covering the Assumption Agreement in form and substance similar to the due execution, delivery and enforcement opinions delivered by counsel to Mortgagor in connection with the execution of this Mortgage, (f) the Single Purpose Entity Transferee shall deliver any certificates and opinions of counsel, enter into agreements and covenants, or cause each of its general partners (or any other principal thereof) to deliver certificates, enter into agreements and covenants, which certificates, agreements, opinions of counsel and covenants shall be similar in nature to those delivered, executed and made by Mortgagor or any general partner of Mortgagor in connection with the execution of this Mortgage or the Securitization (hereinafter defined) relating to the single purpose nature of the Single Purpose Entity Transferee or otherwise, and (g) Mortgagor shall deliver, at its sole cost and expense, an endorsement to the existing title policy insuring the Mortgage as modified by the Assumption Agreement as a valid first lien on the Mortgaged Property, naming the Single Purpose Entity Transferee as owner of the fee estate of the Mortgaged Property, which endorsement shall insure that, as of the date of the recording of the Assumption Agreement, the Mortgaged Property shall not be subject deemed to be a waiver of Mortgagee's right to require such consent to any additional exceptions or liens other than those contained future occurrence of same. Except as provided in the original title policy insuring Loan Agreement, any sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the lien Mortgaged Property made in contravention of this Mortgage paragraph shall be null and delivered void and of no force and effect. (e) Mortgagor agrees to bear and shall pay or reimburse Mortgagee on xxxxxx xxr all reasonable expenses (including, without limitation, reasonable attorney's fees and disbursements, title search costs and title insurance endorsement premiums) incurred by Mortgagee in connection with the execution review, approval and documentation of this Mortgage. Any and all costs incurred in connection with the above (including Mortgagee's counsel's fees and disbursements and expenses and all recording feesany such sale, mortgage conveyance, alienation, mortgage, encumbrance, pledge or intangible taxes, and title insurance premiums), shall be paid by Mortgagor. Mortgagee shall respond to Mortgagor's request to transfer legal title to the Mortgaged Property within forty-five (45) days of delivery of all of the information required by subsections (a)-(g) above. The failure of Mortgagee to respond to such request shall not be deemed consent to the transfer.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness of Mortgagor and the experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the loan secured herebyLoan, 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 otherwise provided in subparagraph 9(c) hereof, Mortgagor shall not not, without the prior written consent of Mortgagee, sell, convey, alienalienate, mortgage, encumber, pledge or otherwise transfer the Mortgaged Property or any part thereof, or permit the Mortgaged Property or any part party thereof to be sold, conveyed, aliened, alienate mortgaged, encumbered, pledged or otherwise transferred. (ab) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of this paragraph 9 Paragraph 10 shall be deemed to include ------------ 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 Mortgagor, Guarantor, or any general partner or managing member of Mortgagor or Guarantor is a corporation, 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 4910% of such corporation's stock shall be vested in a party or parties who are not now stockholdersstockholders or any change in the control of such corporation; (iv) if Mortgagor, except for any Guarantor or any general partner of Mortgagor or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, joint venturer or the transfer, of any ownership interest of any general partner, managing partner or joint venturer or the transfer, assignment or pledge of any ownership interest of any general partner, managing partner or joint venturer; (v) if Mortgagor or any Guarantor is a limited partnership, the voluntary or involuntary sale, conveyance, transfer or pledge of any limited partnership interests or the creation or issuance of new limited partnership interests, by which an aggregate of more than 49% of such limited partnership interests are held by parties who are not currently limited partners; or (vi) if Mortgagor or any Guarantor is a limited liability company, the voluntary or involuntary sale, conveyance or transfer of such corporationa member's stock to an Affiliate provided interest. (c) Mortgagee shall have received prior written notice not be required to demonstrate any actual impairment of such transfer; (iv) if Mortgagor its security or any general partner increased risk of Mortgagor is a limited default hereunder in order to declare the Debt immediately due and payable upon Mortgagor's sale, conveyance, alienation, mortgage, encumbrance, pledge or general partnership or joint venture, the change, removal or resignation of a general partner or managing partner or the transfer of the partnership interest of any general partner Mortgaged Property without Mortgagee's consent. This provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or managing partner, except for any transfer of such partnership interest to an Affiliate, and excluding the removal or resignation of any non-Affiliate or non- managing general partner where the managing general partner shall remain following such removal or resignation, provided, in either case, Mortgagee shall have received prior written notice of such transfer resignation or removal; (v) any transfer of any interest by the Manager (hereinafter defined) other than as permitted under paragraph 54; and (vi) any transfer of the beneficial interest Mortgaged Property regardless of whether voluntary or not, or whether or not Mortgagee has consented to any Mortgagor in any trust holding legal title to previous sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property. (bd) Notwithstanding anything Mortgagee's consent to the contrary contained herein: (i) Upon sixty (60) days prior written notice to Mortgageeone sale, Mortgagor shall have the limited right to transfer legal title to the Mortgaged Property to a Single Purpose Entity Transferee (hereinafter defined) provided (a) such Single Purpose Entity Transferee assumes all of the obligations of the Mortgagor under this Mortgageconveyance, the Note and the Other Security Documents in a manner satisfactory to Mortgagee in all respectsalienation, includingmortgage, without limitationencumbrance, by entering into an assumption agreement with Mortgagor and Mortgagee in form and substance reasonably satisfactory to Mortgagee (an "Assumption Agreement"), (b) the Single Purpose Entity Transferee shall have been newly formed exclusively and solely for the purpose of owning and operating the Mortgaged Property and shall have been engaged in no other business activities prior to the pledge or transfer of title to such Single Purpose Entity Transferee and must be a "United States person" as defined by Section 7701(a)(30) of the United States Internal Revenue Code of 1986, as amended, (c) the Single Purpose Entity Transferee or the management agent it employs to manage the Mortgaged Property shall have Adequate Real Estate Experience (hereinafter defined), (d) the Single Purpose Entity Transferee shall deliver to Mortgagee evidence of the fulfillment of the requirements of subsection (b) above, (e) the Single Purpose Entity Transferee shall deliver any and all organizational documentation requested by Mortgagee, which documentation shall be reasonably satisfactory to Mortgagee in all respects, and shall deliver an opinion of counsel of the Single Purpose Entity Transferee covering the Assumption Agreement in form and substance similar to the due execution, delivery and enforcement opinions delivered by counsel to Mortgagor in connection with the execution of this Mortgage, (f) the Single Purpose Entity Transferee shall deliver any certificates and opinions of counsel, enter into agreements and covenants, or cause each of its general partners (or any other principal thereof) to deliver certificates, enter into agreements and covenants, which certificates, agreements, opinions of counsel and covenants shall be similar in nature to those delivered, executed and made by Mortgagor or any general partner of Mortgagor in connection with the execution of this Mortgage or the Securitization (hereinafter defined) relating to the single purpose nature of the Single Purpose Entity Transferee or otherwise, and (g) Mortgagor shall deliver, at its sole cost and expense, an endorsement to the existing title policy insuring the Mortgage as modified by the Assumption Agreement as a valid first lien on the Mortgaged Property, naming the Single Purpose Entity Transferee as owner of the fee estate of the Mortgaged Property, which endorsement shall insure that, as of the date of the recording of the Assumption Agreement, the Mortgaged Property shall not be subject deemed to be a waiver of Mortgagee's right to require such consent to any additional exceptions future occurrence of same. Any sale, conveyance, alienation, mortgage, encumbrance, pledge or liens other than those contained transfer of the Mortgaged Property made in the original title policy insuring the lien contravention of this Mortgage paragraph shall be null and delivered void and of no force and effect. (e) Mortgagor agrees to bear and shall pay or reimburse Mortgagee on demand for all reasonable expenses (including, without limitation, reasonable attorney's fees and disbursements, title search costs and title insurance endorsement premiums) incurred by Mortgagee in connection with the execution review, approval and documentation of this Mortgage. Any and any such sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer. (f) Mortgagee's consent to the sale or transfer of the Mortgaged Property will not be unreasonably withheld after consideration of all costs incurred in connection relevant factors, provided that: (i) no Event of Default or event which with the above giving of notice or the passage or time would constitute an Event of Default shall have occurred and remain uncured; (including Mortgagee's counsel's fees and disbursements and expenses and all recording fees, mortgage or intangible taxes, and title insurance premiums), ii) the proposed transferee ("TRANSFEREE") shall be paid a reputable entity or person of good character, creditworthy, with sufficient financial worth considering the obligations assumed and undertaken, as evidenced by Mortgagor. Mortgagee financial statements and other information reasonably requested by Mortgagee; (iii) the Transferee and its property manager shall respond to Mortgagor's request to transfer legal title have sufficient experience in the ownership and management of properties similar to the Mortgaged Property within forty-five Property, and Mortgagee shall be provided with reasonable evidence thereof (45) days of delivery of all and Mortgagee reserves the right to approve the Transferee without approving the substitution of the information required by subsections property manager); (a)-(giv) aboveAt Mortgagee's option, Mortgagee shall have received recommendations in writing from the Rating Agencies to the effect that such transfer will not result in a requalification, reduction or withdrawal of any rating initially assigned or to be assigned in a Secondary Market Transaction. The failure term "RATING AGENCIES" as used herein shall mean each of Mortgagee to respond to such request shall not be deemed consent to Standard & Poor's Ratings Group, a division of the transfer.XxXxxx-Xxxx Companies, Inc., Xxxxx'x Investors Service, Inc., Duff and Xxxxxx Credit Rating Co. and Fitch Investors Service, L.P., or any other nationally-recognized statistical rating agency which has been approved by Mortgagee;

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness of Mortgagor and the experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the loan secured hereby, 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 otherwise provided in subparagraph 9(c) hereof, Mortgagor shall not not, without the prior written consent of Mortgagee, sell, convey, alien, 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, aliened, mortgaged, encumbered, pledged or otherwise transferredtransferred (any of the foregoing, a "TRANSFER"). (ab) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer Transfer of the Mortgaged Property within the meaning of this paragraph 9 8 shall be deemed to include 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 selling, leasing, assigning or otherwise transferring all or a substantial part of the Mortgaged Property for other than actual occupancy by a space tenant thereunder Property, 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; and (iii) if Mortgagor or any general partner of Mortgagor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation's stock or the creation or issuance of new stock by which an aggregate of more than 49% of such corporation's stock shall be vested in a party or parties who are not now stockholders, except for any sale, conveyance or transfer of such corporation's stock to an Affiliate provided Mortgagee shall have received prior written notice of such transfer; (iv) if Mortgagor or any general partner of Mortgagor is a limited or general partnership or joint venture, the change, removal or resignation Transfer of a general partner or managing partner or the transfer of the partnership interest of any general partner or managing partner, except for any transfer of such partnership interest to an Affiliate, and excluding the removal or resignation of any non-Affiliate or non- managing general partner where the managing general partner shall remain following such removal or resignation, provided, in either case, Mortgagee shall have received prior written notice of such transfer resignation or removal; (v) any transfer of any interest by the Manager Control Individual's (hereinafter defined) other than as permitted under paragraph 54; Controlling Interests (hereinafter defined) or any voluntary or involuntary event whereby a Control Individual's Controlling Interests are diluted or his or her Control over Mortgagor is otherwise diminished. (c) Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and (vi) any transfer payable upon Mortgagor's Transfer of the beneficial interest Mortgaged Property without Mortgagee's consent; this provision shall apply to every Transfer of the Mortgaged Property regardless of whether voluntary or not, or whether or not Mortgagee has consented to any Mortgagor in any trust holding legal title to previous Transfer of the Mortgaged Property. (bd) Notwithstanding anything to For purposes of this paragraph 8, the contrary contained herein: (i) Upon sixty (60) days prior written notice to Mortgagee, Mortgagor following terms shall have the limited right following meanings: "CONTROL" when used with respect to transfer legal title Mortgagor means the power to direct the respective management and policies of Mortgagor, directly or indirectly, whether through the ownership of voting securities, membership interests, partnership interests or any other beneficial interest, by contract or otherwise, whether acting alone or with others; "CONTROL INDIVIDUAL" shall mean Aqua Care Systems, Inc.; "CONTROLLING INTERESTS" shall mean those beneficial interests or contract rights in or with respect to the Mortgaged Property to a Single Purpose Entity Transferee (hereinafter defined) provided (a) such Single Purpose Entity Transferee assumes all of the obligations of the Mortgagor under this Mortgage, the Note and the Other Security Documents in a manner satisfactory to Mortgagee in all respects, including, without limitation, by entering into an assumption agreement with Mortgagor and Mortgagee in form and substance reasonably satisfactory to Mortgagee (an "Assumption Agreement"), (b) the Single Purpose Entity Transferee shall have been newly formed exclusively and solely for the purpose of owning and operating the Mortgaged Property and shall have been engaged in no other business activities prior to the transfer of title to such Single Purpose Entity Transferee and must be a "United States person" as defined by Section 7701(a)(30) of the United States Internal Revenue Code of 1986, as amended, (c) the Single Purpose Entity Transferee or the management agent it employs to manage the Mortgaged Property shall have Adequate Real Estate Experience (hereinafter defined), (d) the Single Purpose Entity Transferee shall deliver to Mortgagee evidence of the fulfillment of the requirements of subsection (b) above, (e) the Single Purpose Entity Transferee shall deliver any and all organizational documentation requested by Mortgagee, which documentation shall be reasonably satisfactory to Mortgagee in all respects, and shall deliver an opinion of counsel of the Single Purpose Entity Transferee covering the Assumption Agreement in form and substance similar to the due execution, delivery and enforcement opinions delivered by counsel to Mortgagor in connection with the execution of this Mortgage, (f) the Single Purpose Entity Transferee shall deliver any certificates and opinions of counsel, enter into agreements and covenants, or cause each of its general partners (or any other principal thereofentity that has a direct or indirect beneficial interest in Mortgagor) to deliver certificates, enter into agreements and covenants, which certificates, agreements, opinions of counsel and covenants that give a Control Individual his or her Control over Mortgagor; "NON-CONTROLLING INTERESTS" shall be similar mean any beneficial interests in nature to those delivered, executed and made by Mortgagor (or any general partner of Mortgagor in connection with the execution of this Mortgage entity that has a direct or the Securitization (hereinafter defined) relating to the single purpose nature of the Single Purpose Entity Transferee or otherwise, and (g) Mortgagor shall deliver, at its sole cost and expense, an endorsement to the existing title policy insuring the Mortgage as modified by the Assumption Agreement as a valid first lien on the Mortgaged Property, naming the Single Purpose Entity Transferee as owner of the fee estate of the Mortgaged Property, which endorsement shall insure that, as of the date of the recording of the Assumption Agreement, the Mortgaged Property shall not be subject to any additional exceptions or liens other than those contained indirect beneficial interest in the original title policy insuring the lien of this Mortgage and delivered in connection with the execution of this Mortgage. Any and all costs incurred in connection with the above (including Mortgagee's counsel's fees and disbursements and expenses and all recording fees, mortgage or intangible taxes, and title insurance premiums), shall be paid by Mortgagor. Mortgagee shall respond to Mortgagor's request to transfer legal title to the Mortgaged Property within forty-five (45) days of delivery of all of the information required by subsections (a)-(g) above. The failure of Mortgagee to respond to such request shall that are not be deemed consent to the transferControlling Interests.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness of Mortgagor and the experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the loan Loan secured hereby, 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 DebtObligations. 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 DebtObligations, Mortgagee can recover the Debt Obligations by a sale of the Mortgaged Property. Except as otherwise provided in subparagraph 9(c) hereof, Mortgagor shall not not, without the prior written consent of Mortgagee, sell, convey, alienalienate, 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, alienedalienated, mortgaged, encumbered, pledged or otherwise transferred. (ab) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of this paragraph 9 Section 8 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; and (iii) if Mortgagor a transfer of a direct or any general partner indirect ownership interest or voting right in the Borrower that would cause a Change of Mortgagor is a corporationControl to occur. (c) Subject to the provisions of the Loan Agreement, Mortgagee may predicate its decision to grant or withhold consent hereunder on Mortgagee's satisfaction, in its sole and absolute discretion, with all relevant factors (including, without limitation, the voluntary or involuntary sale, conveyance or transfer of such corporation's stock or the creation or issuance of new stock by which an aggregate of more than 49% of such corporation's stock shall be vested in a party or parties who are not now stockholders, except for any sale, conveyance or transfer of such corporation's stock to an Affiliate provided Mortgagee shall have received prior written notice of such transfer; (iv) if Mortgagor or any general partner of Mortgagor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner or managing partner or the transfer creditworthiness of the partnership interest proposed transferee and such proposed transferee's management experience), and, in the case of any general partner or managing partner, except for any transfer of such partnership interest to an Affiliate, and excluding the removal or resignation of any non-Affiliate or non- managing general partner where the managing general partner shall remain following such removal or resignation, provided, in either case, Mortgagee shall have received prior written notice of such transfer resignation or removal; (v) any transfer of any interest by the Manager (hereinafter defined) other than as permitted under paragraph 54; and (vi) any transfer of the beneficial interest of any Mortgagor in any trust holding legal title to the Mortgaged Property. (b) Notwithstanding anything , upon the execution of an assumption agreement in form and substance acceptable to the contrary contained herein: (i) Upon sixty (60) days prior written notice to Mortgagee, Mortgagor shall have the limited right to transfer legal title to the Mortgaged Property to a Single Purpose Entity Transferee (hereinafter defined) provided (a) such Single Purpose Entity Transferee assumes all of the obligations of the Mortgagor under this Mortgage, the Note Mortgagee and the Other Security Documents in a manner satisfactory to payment of all costs and expenses incurred by Mortgagee in all respects, connection with the assumption (including, without limitation, by entering into an assumption agreement with Mortgagor and reasonable attorneys' fees). Mortgagee in form and substance reasonably satisfactory to Mortgagee (an "Assumption Agreement"), (b) the Single Purpose Entity Transferee shall have been newly formed exclusively and solely for the purpose of owning and operating the Mortgaged Property and shall have been engaged in no other business activities prior to the transfer of title to such Single Purpose Entity Transferee and must be a "United States person" as defined by Section 7701(a)(30) of the United States Internal Revenue Code of 1986, as amended, (c) the Single Purpose Entity Transferee or the management agent it employs to manage the Mortgaged Property shall have Adequate Real Estate Experience (hereinafter defined), (d) the Single Purpose Entity Transferee shall deliver to Mortgagee evidence of the fulfillment of the requirements of subsection (b) above, (e) the Single Purpose Entity Transferee shall deliver any and all organizational documentation requested by Mortgagee, which documentation shall be reasonably satisfactory to Mortgagee in all respects, and shall deliver an opinion of counsel of the Single Purpose Entity Transferee covering the Assumption Agreement in form and substance similar to the due execution, delivery and enforcement opinions delivered by counsel to Mortgagor in connection with the execution of this Mortgage, (f) the Single Purpose Entity Transferee shall deliver any certificates and opinions of counsel, enter into agreements and covenants, or cause each of its general partners (or any other principal thereof) to deliver certificates, enter into agreements and covenants, which certificates, agreements, opinions of counsel and covenants shall be similar in nature to those delivered, executed and made by Mortgagor or any general partner of Mortgagor in connection with the execution of this Mortgage or the Securitization (hereinafter defined) relating to the single purpose nature of the Single Purpose Entity Transferee or otherwise, and (g) Mortgagor shall deliver, at its sole cost and expense, an endorsement to the existing title policy insuring the Mortgage as modified by the Assumption Agreement as a valid first lien on the Mortgaged Property, naming the Single Purpose Entity Transferee as owner of the fee estate of the Mortgaged Property, which endorsement shall insure that, as of the date of the recording of the Assumption Agreement, the Mortgaged Property shall not be subject required to demonstrate any additional exceptions actual impairment of its security or liens other than those contained any increased risk of default hereunder in order to declare the original title policy insuring the lien of this Mortgage Obligations immediately due and delivered in connection with the execution of this Mortgage. Any and all costs incurred in connection with the above (including Mortgagee's counsel's fees and disbursements and expenses and all recording fees, mortgage or intangible taxes, and title insurance premiums), shall be paid by Mortgagor. Mortgagee shall respond to Mortgagor's request to transfer legal title to the Mortgaged Property within forty-five (45) days of delivery of all of the information required by subsections (a)-(g) above. The failure of Mortgagee to respond to such request shall not be deemed consent to the transfer.payable upon

Transfer or Encumbrance of the Mortgaged Property. Mortgagor shall not permit or suffer to occur any sale, assignment, conveyance, transfer, mortgage, lease (aother than leases made in accordance with the provisions of this Mortgage) or encumbrance of, or any contract for any of the foregoing on an installment basis or otherwise pertaining to, the Mortgaged Property, any part thereof, any interest therein, the beneficial interest in Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness of Mortgagor and the experience of Mortgagor or in owning properties such as any trust holding title to the Mortgaged Property or any interest in agreeing a corporation, partnership or other entity which owns all or part of the Mortgaged Property, whether by operation of law or otherwise, without the prior written consent of Lender having been obtained (i) to make the loan secured herebysale, assignment, conveyance, mortgage, lease, option, encumbrance or other transfer and (ii) to the form and substance of any instrument evidencing or contracting for any such sale, assignment, conveyance, mortgage, lease, option, encumbrance or other transfer. Mortgagor shall not, without the prior written consent of 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 agrees that Mortgagee will continue to rely on Mortgagor's in the event the ownership of the Mortgaged Property as Property, any interest therein or any part thereof becomes vested in a means of maintaining 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 value of Notes, the Mortgaged Property as security for repayment of the DebtLoan Instruments and Mortgagor’s Liabilities without in any way vitiating or discharging Mortgagor’s liability hereunder or Mortgagor’s Liabilities. 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 No sale of the Mortgaged Property. Except as otherwise provided in subparagraph 9(c) hereof, Mortgagor shall not sell, convey, alien, 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, aliened, mortgaged, encumbered, pledged or otherwise transferred. (a) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of this paragraph 9 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 no forbearance to any Leases or any Rents; (iii) if Mortgagor or any general partner of Mortgagor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation's stock or the creation or issuance of new stock by which an aggregate of more than 49% of such corporation's stock shall be vested in a party or parties who are not now stockholders, except for any sale, conveyance or transfer of such corporation's stock person with respect to an Affiliate provided Mortgagee shall have received prior written notice of such transfer; (iv) if Mortgagor or any general partner of Mortgagor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner or managing partner or the transfer of the partnership interest of any general partner or managing partner, except for any transfer of such partnership interest to an Affiliate, and excluding the removal or resignation of any non-Affiliate or non- managing general partner where the managing general partner shall remain following such removal or resignation, provided, in either case, Mortgagee shall have received prior written notice of such transfer resignation or removal; (v) any transfer of any interest by the Manager (hereinafter defined) other than as permitted under paragraph 54; and (vi) any transfer of the beneficial interest of any Mortgagor in any trust holding legal title to the Mortgaged Property. (b) Notwithstanding anything to the contrary contained herein: (i) Upon sixty (60) days prior written notice to Mortgagee, Mortgagor shall have the limited right to transfer legal title to the Mortgaged Property to a Single Purpose Entity Transferee (hereinafter defined) provided (a) such Single Purpose Entity Transferee assumes all of the obligations of the Mortgagor under this Mortgage, the Note and the Other Security Documents in a manner satisfactory no extension to Mortgagee in all respects, including, without limitation, by entering into an assumption agreement with Mortgagor and Mortgagee in form and substance reasonably satisfactory to Mortgagee (an "Assumption Agreement"), (b) the Single Purpose Entity Transferee shall have been newly formed exclusively and solely for the purpose of owning and operating the Mortgaged Property and shall have been engaged in no other business activities prior to the transfer of title to such Single Purpose Entity Transferee and must be a "United States person" as defined by Section 7701(a)(30) any person of the United States Internal Revenue Code of 1986, as amended, (c) the Single Purpose Entity Transferee or the management agent it employs to manage the Mortgaged Property shall have Adequate Real Estate Experience (hereinafter defined), (d) the Single Purpose Entity Transferee shall deliver to Mortgagee evidence time for payment of the fulfillment of the requirements of subsection (b) above, (e) the Single Purpose Entity Transferee shall deliver any and all organizational documentation requested by Mortgagee, which documentation shall be reasonably satisfactory to Mortgagee in all respects, and shall deliver an opinion of counsel of the Single Purpose Entity Transferee covering the Assumption Agreement in form and substance similar to the due execution, delivery and enforcement opinions delivered by counsel to Mortgagor in connection with the execution of this Mortgage, (f) the Single Purpose Entity Transferee shall deliver any certificates and opinions of counsel, enter into agreements and covenants, or cause each of its general partners (Notes or any other principal thereof) Mortgagor’s Liabilities given by Lender shall operate to deliver certificatesrelease, enter into agreements and covenantsdischarge, which certificatesmodify, agreementschange or affect the original liability of Mortgagor, opinions of counsel and covenants shall be similar either in nature to those deliveredwhole or in part, executed and made by Mortgagor or any general partner of Mortgagor in connection with the execution of this Mortgage or the Securitization (hereinafter defined) relating except to the single purpose nature of the Single Purpose Entity Transferee or otherwise, and (g) Mortgagor shall deliver, at its sole cost and expense, an endorsement to the existing title policy insuring the Mortgage as modified extent specifically agreed in writing by the Assumption Agreement as a valid first lien on the Mortgaged Property, naming the Single Purpose Entity Transferee as owner of the fee estate of the Mortgaged Property, which endorsement shall insure that, as of the date of the recording of the Assumption Agreement, the Mortgaged Property shall not be subject to any additional exceptions or liens other than those contained in the original title policy insuring the lien of this Mortgage and delivered in connection with the execution of this Mortgage. Any and all costs incurred in connection with the above (including Mortgagee's counsel's fees and disbursements and expenses and all recording fees, mortgage or intangible taxes, and title insurance premiums), shall be paid by Mortgagor. Mortgagee shall respond to Mortgagor's request to transfer legal title to the Mortgaged Property within forty-five (45) days of delivery of all of the information required by subsections (a)-(g) above. The failure of Mortgagee to respond to such request shall not be deemed consent to the transferLender.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor Borrower acknowledges that Mortgagee Lender has examined and relied on the creditworthiness of Mortgagor and the experience of Mortgagor Borrower and its general partners, principals and (if Borrower is a trust) beneficial owners in owning and operating properties such as the Mortgaged Property in agreeing to make the loan secured herebyLoan, and that Mortgagee Lender will continue to rely on MortgagorBorrower'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 Borrower acknowledges that Mortgagee Lender has a valid interest in maintaining the value of the Mortgaged Property so as to ensure that, should Mortgagor Borrower default in the repayment of the Debt, Mortgagee Lender can recover the Debt by a sale of the Mortgaged Property. Except as otherwise provided in subparagraph 9(c) hereofBorrower shall not, Mortgagor shall not without the prior written consent of Lender, sell, convey, alienalienate, 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, alienedalienated, mortgaged, encumbered, pledged or otherwise transferred. (ab) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of this paragraph 9 Section shall be deemed to include include: (i) an installment sales agreement wherein Mortgagor Borrower agrees to sell the Mortgaged Property or any part thereof for a price to be paid in installments; (ii) an agreement by Mortgagor Borrower 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, MortgagorBorrower's right, title and interest in and to any Leases or any Rents; (iii) if Mortgagor Borrower, any Guarantor, or any general partner of Mortgagor Borrower or any Guarantor is a corporation, 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 forty-nine (49% %) percent of such corporation's stock shall be vested in a party or parties who are not now stockholders, except for any sale, conveyance or transfer of such corporation's stock to an Affiliate provided Mortgagee shall have received prior written notice of such transfer; and (iv) if Mortgagor Borrower, any Guarantor or any general partner of Mortgagor Borrower or any Guarantor is a limited or general partnership or joint venture, the change, removal or resignation of a general partner, managing partner or managing partner joint venturer or the transfer of the partnership interest of any general partner, managing partner or managing partner, except for any transfer of such partnership interest to an Affiliate, and excluding the removal or resignation of any non-Affiliate or non- managing general partner where the managing general partner shall remain following such removal or resignation, joint venturer; provided, in either casehowever, Mortgagee shall have received prior written notice that notwithstanding anything to the contrary provided herein, the principals of such transfer resignation or removal; (v) any transfer Borrower as of any interest by the Manager (hereinafter defined) other date hereof must at all times maintain controlling and voting ownership of no less than as permitted under paragraph 54; and (vi) any transfer 51% of the beneficial interest controlling and voting interests of Borrower. Notwithstanding anything to the contrary provided herein, the principals of Borrower existing on the date hereof shall have the right to transfer, voluntarily or involuntarily, their ownership interests in Borrower to any Mortgagor in any trust holding legal title person or single purpose entity created by such person who is an immediate family member of such principal; provided, however, that NextHealth, Inc. shall at all times have supervisory management obligations with respect to the Mortgaged Property. (b) Notwithstanding anything to the contrary contained herein: (i) Upon sixty (60) days prior written notice to Mortgagee, Mortgagor shall have the limited right to transfer legal title to the Mortgaged Property to a Single Purpose Entity Transferee (hereinafter defined) provided (a) such Single Purpose Entity Transferee assumes all of the obligations of the Mortgagor under this Mortgage, the Note and the Other Security Documents in a manner satisfactory to Mortgagee in all respects, including, without limitation, by entering into an assumption agreement with Mortgagor and Mortgagee in form and substance reasonably satisfactory to Mortgagee (an "Assumption Agreement"), (b) the Single Purpose Entity Transferee shall have been newly formed exclusively and solely for the purpose of owning and operating the Mortgaged Property and shall have been engaged in no other business activities prior to the transfer of title to such Single Purpose Entity Transferee and must be a "United States person" as defined by Section 7701(a)(30) of the United States Internal Revenue Code of 1986, as amended, (c) the Single Purpose Entity Transferee No sale, conveyance, alienation, mortgage, encumbrance, pledge or the management agent it employs to manage the Mortgaged Property shall have Adequate Real Estate Experience (hereinafter defined), (d) the Single Purpose Entity Transferee shall deliver to Mortgagee evidence of the fulfillment of the requirements of subsection (b) above, (e) the Single Purpose Entity Transferee shall deliver any and all organizational documentation requested by Mortgagee, which documentation shall be reasonably satisfactory to Mortgagee in all respects, and shall deliver an opinion of counsel of the Single Purpose Entity Transferee covering the Assumption Agreement in form and substance similar to the due execution, delivery and enforcement opinions delivered by counsel to Mortgagor in connection with the execution of this Mortgage, (f) the Single Purpose Entity Transferee shall deliver any certificates and opinions of counsel, enter into agreements and covenants, or cause each of its general partners (or any other principal thereof) to deliver certificates, enter into agreements and covenants, which certificates, agreements, opinions of counsel and covenants shall be similar in nature to those delivered, executed and made by Mortgagor or any general partner of Mortgagor in connection with the execution of this Mortgage or the Securitization (hereinafter defined) relating to the single purpose nature of the Single Purpose Entity Transferee or otherwise, and (g) Mortgagor shall deliver, at its sole cost and expense, an endorsement to the existing title policy insuring the Mortgage as modified by the Assumption Agreement as a valid first lien on the Mortgaged Property, naming the Single Purpose Entity Transferee as owner of the fee estate transfer of the Mortgaged Property, which endorsement or of any interest therein, shall insure that, as be permitted during the term of the date Loan without Lender's prior written approval. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon Borrower's sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the recording Mortgaged Property without Lender's consent. This provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Assumption AgreementMortgaged Property regardless of whether voluntary or not, or whether or not Lender has consented to any previous sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property. (d) Lender's consent to one sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property shall not be subject deemed to any additional exceptions or liens other than those contained be a waiver of Lender's right to require such consent in the original title policy insuring future. Any sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the lien Mortgaged Property made in contravention of this Mortgage Section shall be null and delivered void and of no force or effect. (e) Borrower agrees to bear and shall pay or reimburse Lender on demand for all expenses (including, without limitation, Lender's out-of-pocket attorney's fees and disbursements, title search costs and title insurance endorsement premiums) incurred by Lender in connection with the execution of this Mortgage. Any and all costs incurred in connection with the above (including Mortgagee's counsel's fees and disbursements and expenses and all recording feesreview, mortgage approval or intangible taxesdisapproval, and title insurance premiums)documentation of any such sale, shall be paid by Mortgagor. Mortgagee shall respond to Mortgagor's request to transfer legal title to the Mortgaged Property within forty-five (45) days of delivery of all of the information required by subsections (a)-(g) above. The failure of Mortgagee to respond to such request shall not be deemed consent to the conveyance, alienation, mortgage, encumbrance, pledge or transfer.

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness of Mortgagor and the experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the loan secured hereby, 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 otherwise provided for liens and security interests granted by Mortgagor to Mortgagee in subparagraph 9(c) hereofconnection with the Related Debt, Mortgagor shall not not, without the prior written consent of Mortgagee, sell, convey, alienalienate, 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, alienedalienated, 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 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. (ab) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of this paragraph 9 Section 12 shall 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 Janus American Group, Inc., a Delaware corporation (the "Original Principals", whether one or more) at all times prior to the death or legal incapacity of all the 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 the Original Principals will release the respective estate 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 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 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 4910% of such corporation's stock shall be vested in a party or parties who are not now stockholdersstockholders (provided, except for however, in no event shall this subpart [iii] apply to any saleGuarantor whose stock, conveyance shares or transfer of such corporation's partnership interests are traded on a nationally recognized stock to an Affiliate provided Mortgagee shall have received prior written notice of such transferexchange); (iv) if Mortgagor 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 or 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 managing partner, except for any transfer of such partnership interest to an Affiliate, and excluding the removal or resignation of any non-Affiliate or non- managing general partner where the managing general partner shall remain following such removal or resignation, provided, in either case, Mortgagee shall have received prior written notice of such transfer resignation or removal; (v) any transfer of any interest by the Manager (hereinafter defined) other than as permitted under paragraph 54; and (vi) any transfer of the beneficial interest of any Mortgagor in any trust holding legal title to the Mortgaged Propertyjoint venturer. (bc) Notwithstanding anything to the contrary contained herein: (iprovisions of subsections 12(a) Upon sixty (60) days prior written notice to Mortgagee, Mortgagor shall have the limited right to transfer legal title to the Mortgaged Property to a Single Purpose Entity Transferee (hereinafter defined) provided (a) such Single Purpose Entity Transferee assumes all of the obligations of the Mortgagor under this Mortgage, the Note and the Other Security Documents in a manner satisfactory to Mortgagee in all respects, including, without limitation, by entering into an assumption agreement with Mortgagor and Mortgagee in form and substance reasonably satisfactory to Mortgagee (an "Assumption Agreement"), (b) the Single Purpose Entity Transferee shall have been newly formed exclusively and solely for the purpose of owning and operating the Mortgaged Property and shall have been engaged in no other business activities prior to the transfer of title to such Single Purpose Entity Transferee and must be a "United States person" as defined by Section 7701(a)(30) of the United States Internal Revenue Code of 1986, as amended, (c) the Single Purpose Entity Transferee or the management agent it employs to manage the Mortgaged Property shall have Adequate Real Estate Experience (hereinafter defined), (d) the Single Purpose Entity Transferee shall deliver to Mortgagee evidence of the fulfillment of the requirements of subsection (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 (ei) the Single Purpose Entity Transferee shall deliver any grantee's or transferee's integrity, reputation, character and all organizational documentation requested by Mortgagee, which documentation shall be reasonably management ability are satisfactory to Mortgagee in all respectsits sole discretion, (ii) the grantee's or transferee's (and shall deliver an opinion of counsel 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 Single Purpose Entity Transferee covering the Assumption Agreement in form Note or replacement guarantors and substance such other legal opinions, certificates and similar to the due executionmatters as Mortgagee may require, delivery (v) all of Mortgagee's costs and enforcement opinions delivered by counsel to Mortgagor in connection expenses associated with the execution of this Mortgage, sale or transfer (fincluding reasonable attorneys fees) the Single Purpose Entity Transferee shall deliver any certificates and opinions of counsel, enter into agreements and covenants, or cause each of its general partners (or any other principal thereof) to deliver certificates, enter into agreements and covenants, which certificates, agreements, opinions of counsel and covenants shall be similar in nature to those delivered, executed and made are paid by Mortgagor or any general partner the grantee or transferee, (vi) the payment of Mortgagor in connection with the execution of this Mortgage or the Securitization (hereinafter defined) relating a transfer fee not to the single purpose nature of the Single Purpose Entity Transferee or otherwise, and (g) Mortgagor shall deliver, at its sole cost and expense, an endorsement to the existing title policy insuring the Mortgage as modified by the Assumption Agreement as a valid first lien on the Mortgaged Property, naming the Single Purpose Entity Transferee as owner of the fee estate of the Mortgaged Property, which endorsement shall insure that, as of the date of the recording of the Assumption Agreement, the Mortgaged Property shall not be subject to any additional exceptions or liens other than those contained in the original title policy insuring the lien of this Mortgage and delivered in connection with the execution of this Mortgage. Any and all costs incurred in connection with the above (including Mortgagee's counsel's fees and disbursements and expenses and all recording fees, mortgage or intangible taxes, and title insurance premiums), shall be paid by Mortgagor. Mortgagee shall respond to Mortgagor's request to transfer legal title to the Mortgaged Property within forty-five (45) days of delivery of all of the information required by subsections (a)-(g) above. The failure of Mortgagee to respond to such request shall not be deemed consent to the transfer.exceed

Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee has examined and relied on the creditworthiness of Mortgagor and the experience of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the loan secured herebyLoan, 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 DebtIndebtedness. 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 DebtIndebtedness, Mortgagee can recover the Debt Indebtedness by a sale of the Mortgaged Property. Except as otherwise provided in subparagraph 9(c) hereof, Mortgagor shall not not, without the prior consent of Mortgagee, sell, convey, alienalienate, 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, alienedalienated, mortgaged, encumbered, pledged or otherwise transferred. (ab) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of this paragraph PARAGRAPH 9 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 Mortgagor, the guarantor of any Non-Recourse Carveout Obligations, or any general partner or managing member of Mortgagor or such guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation's stock (or the stock of any corporation directly or indirectly Loan No. 3212525 controlling such corporation by operation of law or otherwise, except the stock of DM Management Company in the event such stock is traded on a public stock exchange or NASDAQ) or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than 4910% of such corporation's stock (other than the stock of DM Management Company in the event such stock is traded on a public stock exchange or NASDAQ) shall be vested in a party or parties who are not now stockholders, except for stockholders or any sale, conveyance or transfer change in the control of such corporation's corporation (other than a change in control with respect to the stock to an Affiliate provided Mortgagee shall have received prior written notice of DM Management Company in the event such transfer; stock is traded on a public stock exchange or NASDAQ) and (iv) if Mortgagor Mortgagor, any said guarantor or any general partner or managing member of Mortgagor or any said guarantor is a limited or general partnership partnership, joint venture or joint venturelimited liability company, the change, removal removal, resignation or resignation addition of a general partner partner, managing partner, limited partner, joint venturer or managing partner member or the transfer of the partnership interest of any general partner, managing partner or managing partner, except for any transfer of such partnership interest to an Affiliate, and excluding limited partner or the removal or resignation of any non-Affiliate or non- managing general partner where the managing general partner shall remain following such removal or resignation, provided, in either case, Mortgagee shall have received prior written notice of such transfer resignation or removal; (v) any transfer of any interest by the Manager (hereinafter defined) other than as permitted under paragraph 54; and (vi) any transfer of the beneficial interest of any Mortgagor joint venturer or member. (c) Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Indebtedness immediately due and payable upon Mortgagor's sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property without Mortgagee's consent. This provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property regardless of whether voluntary or not, or whether or not Mortgagee has consented to any trust holding legal title to previous sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property. (bd) Notwithstanding anything Mortgagee's consent to a sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property shall not be deemed to be a waiver of Mortgagee's right to require such consent to any future occurrence of same. Any sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property made in contravention of this PARAGRAPH 9 shall be null and void and of no force and effect. (e) 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 such sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer. (f) Mortgagee's consent to the contrary contained hereinsale or transfer of the Mortgaged Property will not be unreasonably withheld after consideration of all relevant factors, PROVIDED that: (i) Upon no Event of Default shall have occurred and remain uncured; (ii) the proposed transferee ("TRANSFEREE"), the guarantors of Non- Recourse Carveout Obligations (hereinafter defined) and the indemnitors of Loan No. 3212525 environmental liabilities shall be reputable entities or persons of good character, creditworthy, with sufficient financial worth considering the obligations assumed and undertaken, as evidenced by financial statements and other information reasonably requested by Mortgagee; (iii) the Transferee and its property manager shall have sufficient experience in the ownership and management of properties similar to the Mortgaged Property, and Mortgagee shall be provided with reasonable evidence thereof (and Mortgagee reserves the right to approve the Transferee without approving the substitution of the property manager); (iv) that Mortgagee has received a written request for approval from the Mortgagor at least sixty (60) days prior written notice to Mortgagee, Mortgagor shall have the limited right to transfer legal title to the Mortgaged Property to proposed transfer (including a Single Purpose Entity Transferee (hereinafter defined) provided (a) such Single Purpose Entity Transferee assumes description of the proposed terms of the transfer), together with a diagram showing the legal structure of the Transferee, the proposed guarantor of Non-Recourse Carveout Obligations and the proposed indemnitor of environmental liabilities and all of the obligations constituent entities of each, after the contemplated transfer, and a list of the names, types of interests and ownership percentages of all persons to have ownership interests in any of the foregoing or any constituent entity thereof, financial statements for all such entities and an administrative fee of $5,000, which shall be deemed fully earned on the date of receipt and shall be retained by Mortgagee regardless of whether or not the transfer occurs and whether or not approval is given; (v) Mortgagee and its counsel have received (aa) certification from Mortgagor under this Mortgage, the Note and the Other Security Documents Transferee that the proposed terms of the transfer described in a manner satisfactory to its subparagraph 9(f)(iv) are the actual terms of the transfer, (bb) evidence of casualty insurance and other applicable insurance, (cc) all corporate, partnership or other entity documents and (dd) all other certificates, legal opinions, title materials and other documents which Mortgagee in may reasonably require, all respects, including, without limitation, by entering into an assumption agreement with Mortgagor and Mortgagee in form and substance reasonably satisfactory to Mortgagee (an "Assumption Agreement")Mortgagee, (b) the Single Purpose Entity Transferee shall have been newly formed exclusively and solely for the purpose of owning and operating the Mortgaged Property and shall have been engaged in no other business activities at least 30 days prior to the proposed transfer; (vi) Mortgagee shall be provided satisfactory evidence concerning the effect of any change in the real estate taxes to result from the sale and the effect of such change on the ability of the Security to generate a cash flow sufficient to pay the debt service on the Loan and to maintain a debt service coverage ratio satisfactory to Mortgagee; (vii) to the extent applicable, Mortgagee shall have received in writing evidence from the Rating Agencies to the effect that such transfer will not result in a re-qualification, reduction or withdrawal of title any rating initially assigned or to be assigned in a Secondary Market Transaction together with such Single Purpose Entity Transferee and must legal opinions as may be a requested by the Rating Agencies. The term "United States personRATING AGENCIES" as defined by Section 7701(a)(30) used herein shall mean each of Standard & Poor's Ratings Group, Xxxxx'x Investors Service, Inc., Duff & Xxxxxx Loan No. 3212525 Credit Rating Co., Fitch Investors Service, Inc. or any other nationally-recognized statistical rating agency who shall then be rating the United States Internal Revenue Code of 1986, as amended, (c) the Single Purpose Entity Transferee certificates or the management agent it employs to manage the Mortgaged Property shall have Adequate Real Estate Experience (hereinafter defined), (d) the Single Purpose Entity Transferee shall deliver to Mortgagee evidence of the fulfillment of the requirements of subsection (b) above, (e) the Single Purpose Entity Transferee shall deliver any and all organizational documentation requested by Mortgagee, which documentation shall be reasonably satisfactory to Mortgagee in all respects, and shall deliver an opinion of counsel of the Single Purpose Entity Transferee covering the Assumption Agreement in form and substance similar to the due execution, delivery and enforcement opinions delivered by counsel to Mortgagor securities issued in connection with the execution of this Mortgage, (f) the Single Purpose Entity Transferee shall deliver any certificates and opinions of counsel, enter into agreements and covenants, or cause each of its general partners (or any other principal thereof) to deliver certificates, enter into agreements and covenants, which certificates, agreements, opinions of counsel and covenants shall be similar in nature to those delivered, executed and made by Mortgagor or any general partner of Mortgagor in connection with the execution of this Mortgage or the Securitization (hereinafter defined) relating to the single purpose nature of the Single Purpose Entity Transferee or otherwise, and (g) Mortgagor shall deliver, at its sole cost and expense, an endorsement to the existing title policy insuring the Mortgage as modified by the Assumption Agreement as a valid first lien on the Mortgaged Property, naming the Single Purpose Entity Transferee as owner of the fee estate of the Mortgaged Property, which endorsement shall insure that, as of the date of the recording of the Assumption Agreement, the Mortgaged Property shall not be subject to any additional exceptions or liens other than those contained in the original title policy insuring the lien of this Mortgage and delivered in connection with the execution of this Mortgage. Any and all costs incurred in connection with the above (including Mortgagee's counsel's fees and disbursements and expenses and all recording fees, mortgage or intangible taxes, and title insurance premiums), shall be paid by Mortgagor. Mortgagee shall respond to Mortgagor's request to transfer legal title to the Mortgaged Property within forty-five (45) days of delivery of all of the information required by subsections (a)-(g) above. The failure of Mortgagee to respond to such request shall not be deemed consent to the transfer.Secondary Market Transaction;