Common use of TRANSFER OR ENCUMBRANCE OF THE TRUST PROPERTY Clause in Contracts

TRANSFER OR ENCUMBRANCE OF THE TRUST PROPERTY. (a) Except as may otherwise be permitted hereunder or pursuant to the Relevant Documents, Grantor shall not sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Trust Property or any part thereof or any of its interest therein. Beneficiary 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 Grantor's conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property in violation of this Deed of Trust or any other Relevant Document. This provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property that is not permitted pursuant to the Relevant Documents, regardless of whether voluntary or not, or whether or not Beneficiary has consented to any previous sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property. (b) Notwithstanding Section 6(a), Grantor shall have the right to sell the Trust Property at any time to a third party bona fide purchaser after consultation with Beneficiary and upon the prior written consent of Beneficiary to such sale and the sales price (such consent not to be unreasonably withheld), provided that the net proceeds of such sale of the Trust Property (after payment of transfer taxes and reasonable brokerage commissions, if any, and other reasonable closing costs) shall be applied towards repayment of the Obligations, including, without limitation, repayment of the Secured Rejection Note (including prepayment of any amounts not yet due and payable) and payment of the Principal Amounts (as defined in the Rent Deferral Notes) then outstanding under the Rent Deferral Notes, in the order and manner set forth in the Notes. After the Secured Rejection Note and all Principal Amounts outstanding under the Notes have been repaid in full, any remaining net proceeds (including proceeds from any sale or other disposition of the Trust Property pursuant to Section 24 hereof) not applied towards repayment of the Obligations shall be deposited into an escrow account designated by Beneficiary for Grantor's account and as security for the performance by Grantor of its Obligations to Beneficiary under the Relevant Documents (the "PROCEEDS ESCROW ACCOUNT") which escrow account shall be administered by Beneficiary, or, at Beneficiary's discretion and in accordance with Beneficiary's instructions, may be administered by an escrow agent (an "ESCROW AGENT") selected by Beneficiary (whose reasonable fees shall be paid by Grantor). Grantor may also from time to time deposit additional funds into the Proceeds Escrow Account as further security for the Obligations. At Beneficiary's request, Grantor agrees to enter into a separate escrow agreement to further evidence the provisions of this Section 6(b), and in the

TRANSFER OR ENCUMBRANCE OF THE TRUST PROPERTY. (a) Except Trustor acknowledges that (i) Beneficiary has examined and relied on the creditworthiness and experience of the principals of Trustor in owning and operating properties such as may otherwise be permitted hereunder or pursuant the Trust Property in agreeing to make the Relevant DocumentsLoan, Grantor (ii) Beneficiary will continue to rely on Trustor's ownership of the Trust Property as a means of maintaining the value of the Trust Property as security for the Debt, and (iii) Beneficiary has a valid interest in maintaining the value of the Trust Property so as to ensure that, should Trustor default in the repayment of the Debt, Beneficiary can recover the Debt by a sale of the Trust Property. Trustor shall not sell, convey, alienate, mortgageDeed of Trust, encumber, pledge or otherwise transfer the Trust Property or any part thereof thereof, or suffer or permit any of its interest therein. Transfer to occur, other than a Permitted Transfer. (b) Beneficiary 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 Debt immediately due and payable upon Grantor's conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property Transfer in violation of this Deed of Trust or any other Relevant DocumentParagraph 4. This provision shall apply to every sale, conveyance, alienation, mortgageDeed of Trust, encumbrance, pledge or transfer of the Trust Property that is not permitted pursuant to the Relevant Documents, (and every other Transfer) regardless of whether voluntary or not, or whether or not Beneficiary has consented to any previous sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer . Any Transfer made in contravention of the Trust Property. (b) Notwithstanding Section 6(a), Grantor shall have the right to sell the Trust Property at any time to a third party bona fide purchaser after consultation with Beneficiary and upon the prior written consent of Beneficiary to such sale and the sales price (such consent not to be unreasonably withheld), provided that the net proceeds of such sale of the Trust Property (after payment of transfer taxes and reasonable brokerage commissions, if any, and other reasonable closing costs) this Paragraph 4 shall be applied towards repayment null and void and of the Obligations, including, without limitation, repayment of the Secured Rejection Note no force and effect. Trustor agrees to bear and shall pay or reimburse Beneficiary on demand for all reasonable expenses (including prepayment reasonable attorneys' fees and disbursements, title search costs and title insurance endorsement premiums) incurred by Beneficiary in connection with the review, approval and documentation of any amounts not yet due and payable) and payment of the Principal Amounts (as defined in the Rent Deferral Notes) then outstanding under the Rent Deferral Notes, in the order and manner set forth in the Notes. After the Secured Rejection Note and all Principal Amounts outstanding under the Notes have been repaid in full, any remaining net proceeds (including proceeds from any sale or other disposition of the Trust Property pursuant to Section 24 hereof) not applied towards repayment of the Obligations shall be deposited into an escrow account designated by Beneficiary for Grantor's account and as security for the performance by Grantor of its Obligations to Beneficiary under the Relevant Documents (the "PROCEEDS ESCROW ACCOUNT") which escrow account shall be administered by Beneficiary, or, at Beneficiary's discretion and in accordance with Beneficiary's instructions, may be administered by an escrow agent (an "ESCROW AGENT") selected by Beneficiary (whose reasonable fees shall be paid by Grantor). Grantor may also from time to time deposit additional funds into the Proceeds Escrow Account as further security for the Obligations. At Beneficiary's request, Grantor agrees to enter into a separate escrow agreement to further evidence the provisions of this Section 6(b), and in thePermitted Transfer.

TRANSFER OR ENCUMBRANCE OF THE TRUST PROPERTY. (a) Except Trustor acknowledges that Beneficiary has examined and relied on the creditworthiness and experience of Trustor in owning and operating properties such as may otherwise be permitted hereunder or pursuant the Trust Property in agreeing to make the Relevant DocumentsLoan, Grantor and that Beneficiary will continue to rely on Trustor's ownership of the Trust Property as a means of maintaining the value of the Trust Property as security for repayment of the Debt. Trustor acknowledges that Beneficiary has a valid interest in maintaining the value of the Trust Property so as to ensure that, should Trustor default in the repayment of the Debt, Beneficiary can recover the Debt by a sale of the Trust Property. Trustor shall not not, without the prior written consent of Beneficiary, sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Trust Property or any part thereof or any of its interest therein. , or permit the Trust Property or any part thereof or any interest therein to be sold, conveyed, alienated, mortgaged, encumbered, pledged or otherwise transferred. (b) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of this Paragraph 10 shall be deemed to include (i) an installment sales agreement wherein Trustor agrees to sell the Trust Property or any part thereof for a price to be paid in installments; (ii) an agreement by Trustor leasing all or a substantial part of the Trust 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, Trustor's right, title and interest in and to any Leases or any Rents; (iii) if Trustor, Guarantor or any partner or managing member of Trustor 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 10% of such corporation's stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; (iv) if Trustor, any Guarantor or any partner of Trustor or any Guarantor or any partner is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a 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 in Trustor or the transfer, assignment or pledge of any ownership interest in any general partner, managing partner or joint venturer; or (v) if Trustor or any Guarantor or any partner is a limited partnership or limited liability company, the voluntary or involuntary sale, conveyance, transfer or pledge of any limited partnership interests or membership interests or the creation or issuance of new limited partnership interests or membership interests, by which an aggregate of more than 20% of such limited partnership interests or membership interests are held by, or pledged to, parties who are not currently limited partners or members. (c) Beneficiary 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 Debt immediately due and payable upon GrantorTrustor's sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property in violation of this Deed of Trust or any other Relevant Documentwithout Beneficiary's consent. This provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property that is not permitted pursuant to the Relevant Documents, regardless of whether voluntary or not, or whether or not Beneficiary has consented to any previous sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property. (bd) Notwithstanding Section 6(a)Beneficiary's consent to one sale, Grantor shall have the right to sell the Trust Property at any time to a third party bona fide purchaser after consultation with Beneficiary and upon the prior written consent of Beneficiary to such sale and the sales price (such consent not to be unreasonably withheld)conveyance, provided that the net proceeds of such sale alienation, mortgage, encumbrance, pledge or transfer of the Trust Property (after payment shall not be deemed to be a waiver of Beneficiary's right to require such consent to any future occurrence of same. Any sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer taxes and reasonable brokerage commissions, if any, and other reasonable closing costs) of the Trust Property made in contravention of this paragraph shall be applied towards repayment null and void and of the Obligations, no force and effect. (e) Trustor agrees to bear and shall pay or reimburse Beneficiary on demand for all reasonable expenses (including, without limitation, repayment of reasonable attorneys' fees and disbursements, title search costs and title insurance endorsement premiums) incurred by Beneficiary in connection with the Secured Rejection Note (including prepayment review, approval and documentation of any amounts not yet due and payablesuch sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer. (f) and payment of Beneficiary's consent to the Principal Amounts (as defined in the Rent Deferral Notes) then outstanding under the Rent Deferral Notes, in the order and manner set forth in the Notes. After the Secured Rejection Note and all Principal Amounts outstanding under the Notes have been repaid in full, any remaining net proceeds (including proceeds from any sale or other disposition transfer of the Trust Property pursuant will not be unreasonably withheld after consideration of all relevant factors, provided that: (i) no Event of Default or event which with the giving of notice or the passage of time would constitute an Event of Default shall have occurred and remain uncured; (ii) the proposed transferee ("TRANSFEREE") shall be a reputable entity or person 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 Beneficiary; (iii) the Transferee and its property manager shall have sufficient experience in the ownership and management of properties similar to Section 24 hereof) not applied towards repayment the Trust Property, and Beneficiary shall be provided with reasonable evidence thereof (and Beneficiary reserves the right to approve the Transferee without approving the substitution of the Obligations property manager); (iv) Beneficiary shall be deposited into an escrow account designated by Beneficiary for Grantorhave recommendations in writing from the Rating Agencies to the effect that such transfer will not result in a requalification, reduction or withdrawal of any current securities rating assigned in a Securitization. The term "RATING AGENCIES" as used herein shall mean each of Standard & Poor's account Ratings Group, a division of the McGraw-Hill Companies, Inc., Moody's Invesxxxx Xxxxxxe, Inc., Duff and as security for the performance by Grantor of its Obligations to Beneficiary under the Relevant Documents (the "PROCEEDS ESCROW ACCOUNT") Xxxxxx Credit Rating Co. and Fitch Investors Xxxvice, L.P., or any other nationally-recognized statistical rating agency which escrow account shall be administered has been approved by Beneficiary, or, at Beneficiary's discretion and in accordance with Beneficiary's instructions, may be administered by an escrow agent (an "ESCROW AGENT") selected by Beneficiary (whose reasonable fees shall be paid by Grantor). Grantor may also from time to time deposit additional funds into the Proceeds Escrow Account as further security for the Obligations. At Beneficiary's request, Grantor agrees to enter into a separate escrow agreement to further evidence the provisions of this Section 6(b), and in the;

TRANSFER OR ENCUMBRANCE OF THE TRUST PROPERTY. (a) Except Trustor acknowledges that (i) Beneficiary has examined and relied on the creditworthiness and experience of the principals of Trustor in owning and operating properties such as may otherwise be permitted hereunder or pursuant the Trust Property in agreeing to make the Relevant DocumentsLoan, Grantor (ii) Beneficiary will continue to rely on Trustor's ownership of the Trust Property as a means of maintaining the value of the Trust Property as security for the Debt, and (Hi) Beneficiary has a valid interest in maintaining the value of the Trust Property so as to ensure that, should Trustor default in the repayment of the Debt, Beneficiary can recover the Debt by a sale of the Trust Property. Trustor shall not sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Trust Property or any part thereof thereof, or suffer or permit any of its interest therein. Transfer to occur, without Beneficiary’s prior written consent. (b) Beneficiary 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 Debt immediately due and payable upon Grantor's conveyance, alienation, mortgage, encumbrance, pledge or a transfer of the Trust Property in violation of this Deed of Trust or any other Relevant DocumentParagraph 4. This provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property that is not permitted pursuant to the Relevant Documents, regardless of whether voluntary or not, or whether or not Beneficiary has consented to any previous sale, conveyance, alienation, mortgage, encumbrance, pledge or . Any transfer made in contravention of the Trust Property. (b) Notwithstanding Section 6(a), Grantor shall have the right to sell the Trust Property at any time to a third party bona fide purchaser after consultation with Beneficiary and upon the prior written consent of Beneficiary to such sale and the sales price (such consent not to be unreasonably withheld), provided that the net proceeds of such sale of the Trust Property (after payment of transfer taxes and reasonable brokerage commissions, if any, and other reasonable closing costs) this Paragraph 4 shall be applied towards repayment null and void and of the Obligations, including, without limitation, repayment of the Secured Rejection Note no force and effect. Trustor agrees to bear and shall pay or reimburse Beneficiary on demand for all reasonable expenses (including prepayment reasonable attorneys' fees and disbursements, title search costs and title insurance endorsement premiums) incurred by Beneficiary in connection with the review, approval and documentation of any amounts not yet due and payable) and payment of the Principal Amounts (as defined in the Rent Deferral Notes) then outstanding under the Rent Deferral Notes, in the order and manner set forth in the Notes. After the Secured Rejection Note and all Principal Amounts outstanding under the Notes have been repaid in full, any remaining net proceeds (including proceeds from any sale or other disposition of the Trust Property pursuant to Section 24 hereof) not applied towards repayment of the Obligations shall be deposited into an escrow account designated by Beneficiary for Grantor's account and as security for the performance by Grantor of its Obligations to Beneficiary under the Relevant Documents (the "PROCEEDS ESCROW ACCOUNT") which escrow account shall be administered by Beneficiary, or, at Beneficiary's discretion and in accordance with Beneficiary's instructions, may be administered by an escrow agent (an "ESCROW AGENT") selected by Beneficiary (whose reasonable fees shall be paid by Grantor). Grantor may also from time to time deposit additional funds into the Proceeds Escrow Account as further security for the Obligations. At Beneficiary's request, Grantor agrees to enter into a separate escrow agreement to further evidence the provisions of this Section 6(b), and in thetransfer permitted hereunder.

TRANSFER OR ENCUMBRANCE OF THE TRUST PROPERTY. (a) Except Trustor acknowledges that (i) Beneficiary has examined and relied on the creditworthiness and experience of the principals of Trustor in owning and operating properties such as may otherwise be permitted hereunder or pursuant the Trust Property in agreeing to make the Relevant DocumentsLoan, Grantor (ii) Beneficiary will continue to rely on Trustor's ownership of the Trust Property as a means of maintaining the value of the Trust Property as security for the Debt, and (iii) Beneficiary has a valid interest in maintaining the value of the Trust Property so as to ensure that, should Trustor default in the repayment of the Debt, Beneficiary can recover the Debt by a sale of the Trust Property. Trustor shall not sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Trust Property or any part thereof thereof, or suffer or permit any of its interest therein. Transfer to occur, other than a Permitted Transfer. (b) Beneficiary 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 Debt immediately due and payable upon Grantor's conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property Transfer in violation of this Deed of Trust or any other Relevant DocumentParagraph 4. This provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property that is not permitted pursuant to the Relevant Documents, (and every other Transfer) regardless of whether voluntary or not, or whether or not Beneficiary has consented to any previous sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer . Any Transfer made in contravention of the Trust Property. (b) Notwithstanding Section 6(a), Grantor shall have the right to sell the Trust Property at any time to a third party bona fide purchaser after consultation with Beneficiary and upon the prior written consent of Beneficiary to such sale and the sales price (such consent not to be unreasonably withheld), provided that the net proceeds of such sale of the Trust Property (after payment of transfer taxes and reasonable brokerage commissions, if any, and other reasonable closing costs) this Paragraph 4 shall be applied towards repayment nu11 and void and of the Obligations, including, without limitation, repayment of the Secured Rejection Note no force and effect. Trustor agrees to bear and shall pay or reimburse Beneficiary on demand for all reasonable expenses (including prepayment reasonable attorneys' fees and disbursements, title search costs and title insurance endorsement premiums) incurred by Beneficiary in connection with the review, approval and documentation of any amounts not yet due and payable) and payment of the Principal Amounts (as defined in the Rent Deferral Notes) then outstanding under the Rent Deferral Notes, in the order and manner set forth in the Notes. After the Secured Rejection Note and all Principal Amounts outstanding under the Notes have been repaid in full, any remaining net proceeds (including proceeds from any sale or other disposition of the Trust Property pursuant to Section 24 hereof) not applied towards repayment of the Obligations shall be deposited into an escrow account designated by Beneficiary for Grantor's account and as security for the performance by Grantor of its Obligations to Beneficiary under the Relevant Documents (the "PROCEEDS ESCROW ACCOUNT") which escrow account shall be administered by Beneficiary, or, at Beneficiary's discretion and in accordance with Beneficiary's instructions, may be administered by an escrow agent (an "ESCROW AGENT") selected by Beneficiary (whose reasonable fees shall be paid by Grantor). Grantor may also from time to time deposit additional funds into the Proceeds Escrow Account as further security for the Obligations. At Beneficiary's request, Grantor agrees to enter into a separate escrow agreement to further evidence the provisions of this Section 6(b), and in thePermitted Transfer.

TRANSFER OR ENCUMBRANCE OF THE TRUST PROPERTY. (a) Except Trustor acknowledges that (i) Beneficiary has a valid interest in maintaining the value of the Trust Property so as may otherwise be permitted hereunder or pursuant to ensure that, should Trustor default in the Relevant Documentsrepayment of the Indebtedness, Grantor Beneficiary can recover the Indebtedness by a sale of the Trust Property and (ii) ownership of the Trust Property by Trustor is a material factor in maintaining the value of the Trust Property as security for repayment of the Indebtedness. Trustor shall not not, without the prior consent of Beneficiary, sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Trust Property or any part thereof thereof, or permit the Trust Property or any part thereof to be sold, conveyed, alienated, mortgaged, encumbered, pledged or otherwise transferred. (b) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of its this PARAGRAPH 9 shall be deemed to include (i) an installment sales agreement wherein Trustor agrees to sell the Trust Property or any part thereof for a price to be paid in installments, (ii) an agreement by Trustor leasing all or a substantial part of the Trust 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 therein. in, Trustor's right, title and interest in and to any Leases or any Rents, (iii) if Trustor, Guarantor (as hereinafter defined), or any general partner or managing member of Trustor 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 10% of such corporation's stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation and (iv) if Trustor, any Guarantor or any general partner or managing member of Trustor 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, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member. (c) Beneficiary 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 Indebtedness immediately due and payable upon GrantorTrustor's sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property in violation of this Deed of Trust or any other Relevant Documentwithout Beneficiary's consent. This provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property that is not permitted pursuant to the Relevant Documents, regardless of whether voluntary or not, or whether or not Beneficiary has consented to any previous sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property. (bd) Notwithstanding Section 6(a)Beneficiary's consent to one sale, Grantor shall have the right to sell the Trust Property at any time to a third party bona fide purchaser after consultation with Beneficiary and upon the prior written consent of Beneficiary to such sale and the sales price (such consent not to be unreasonably withheld)conveyance, provided that the net proceeds of such sale alienation, mortgage, encumbrance, pledge or transfer of the Trust Property (after payment shall not be deemed to be a waiver of Beneficiary's right to require such consent to any future occurrence of same. Any sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer taxes and reasonable brokerage commissions, if any, and other reasonable closing costs) of the Trust Property made in contravention of this paragraph shall be applied towards repayment null and void and of the Obligations, no force and effect. (e) Trustor agrees to bear and shall pay or reimburse Beneficiary on demand for all reasonable expenses (including, without limitation, repayment of attorneys' fees and disbursements, based on actual time and expenses incurred at normal hourly rates, title search costs and title insurance endorsement premiums) incurred by Beneficiary in connection with the Secured Rejection Note (including prepayment review, approval and documentation of any amounts not yet due and payablesuch sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer. (f) and payment of Beneficiary's consent to the Principal Amounts (as defined in the Rent Deferral Notes) then outstanding under the Rent Deferral Notes, in the order and manner set forth in the Notes. After the Secured Rejection Note and all Principal Amounts outstanding under the Notes have been repaid in full, any remaining net proceeds (including proceeds from any sale or other disposition transfer of the Trust Property pursuant will not be unreasonably withheld after consideration of all relevant factors, provided that: (i) no Event of Default or event which with the giving of notice or the passage of time would constitute an Event of Default shall have occurred and remain uncured; (ii) the proposed transferee ("TRANSFEREE") shall be a reputable entity or person 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 Beneficiary; (iii) the Transferee and its property manager shall have sufficient experience in the ownership and management of properties similar to Section 24 hereof) not applied towards repayment the Trust Property, and Beneficiary shall be provided with reasonable evidence thereof (and Beneficiary reserves the right to approve the Transferee without approving the substitution of the Obligations property manager); (iv) to the extent applicable, Beneficiary shall have received in writing evidence from the Rating Agencies to the effect that such transfer will not result in a qualification, reduction or withdrawal of any rating then assigned or to be deposited into an escrow account designated by Beneficiary for Grantor's account and assigned to the First Mortgage Bonds or in a Secondary Market Transaction together with such legal opinions as security for the performance by Grantor of its Obligations to Beneficiary under the Relevant Documents (the "PROCEEDS ESCROW ACCOUNT") which escrow account shall be administered by Beneficiary, or, at Beneficiary's discretion and in accordance with Beneficiary's instructions, may be administered requested by an escrow agent (an the Rating Agencies. The term "ESCROW AGENT") selected by Beneficiary (whose reasonable fees RATING AGENCIES" as used herein shall mean each of Standard & Poor's Ratings Services, Xxxxx'x Investors Service, Inc., Duff & Xxxxxx Credit Rating Co., Fitch Investors Service, Inc. or any other nationally-recognized statistical rating agency who shall then be paid by Grantor). Grantor may also from time to time deposit additional funds into rating the Proceeds Escrow Account as further security for First Mortgage Bonds or the Obligations. At Beneficiary's request, Grantor agrees to enter into a separate escrow agreement to further evidence certificates or securities issued in connection with the provisions of this Section 6(b), and in theFirst Mortgage Bonds or the Secondary Market Transaction; and

TRANSFER OR ENCUMBRANCE OF THE TRUST PROPERTY. (a) Trustor acknowledges that Beneficiary has examined and relied on the creditworthiness and experience of Trustor in owning and operating properties such as the Trust Property in agreeing to make the Loan, and that Beneficiary will continue to rely on Trustor's ownership of the Trust Property as a means of maintaining the value of the Trust Property as security for repayment of the Debt. Trustor acknowledges that Beneficiary has a valid interest in maintaining the value of the Trust Property so as to ensure that, should Trustor default in the repayment of the Debt, Beneficiary can recover the Debt by a sale of the Trust Property. Except as may otherwise be expressly permitted hereunder under this Deed of Trust, the Loan Agreement or pursuant to under the Relevant other Loan Documents, Grantor Trustor shall not sellcause or suffer to occur or exist, conveydirectly or indirectly, alienatevoluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, encumberpledge, pledge lien or otherwise transfer encumbrance (other than Permitted Encumbrances) (collectively, "TRANSFERS") of (i) all or any part of the Trust Property or (ii) any part thereof direct or indirect beneficial ownership interest (in whole or part) in Trustor, irrespective of the number of tiers of ownership, without the prior written consent of Beneficiary. (b) The occurrence of any Transfer in violation of this Section 9 shall constitute an Event of Default hereunder, whereupon Beneficiary at its interest therein. Beneficiary shall not be option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to hereunder, may declare the Obligations Debt immediately due and payable upon Grantor's conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property in violation of this Deed of Trust or any other Relevant Document. This provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property that is not permitted pursuant to the Relevant Documents, regardless of whether voluntary or not, or whether or not Beneficiary has consented to any previous sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Propertypayable. (bc) Notwithstanding Section 6(a), Grantor Beneficiary's consent to one Transfer shall have the not be deemed to be a waiver of Beneficiary's right to sell the Trust Property at any time to a third party bona fide purchaser after consultation with Beneficiary and upon the prior written consent of Beneficiary to such sale and the sales price (require such consent not to be unreasonably withheld), provided that the net proceeds any future occurrence of such sale same. Any Transfer made in contravention of the Trust Property (after payment of transfer taxes and reasonable brokerage commissions, if any, and other reasonable closing costs) this paragraph shall be applied towards repayment null and void and of the Obligations, no force and effect. (d) Trustor agrees to bear and shall pay or reimburse Beneficiary on demand for all reasonable expenses (including, without limitation, repayment of reasonable attorneys' fees and disbursements. title search costs and title insurance endorsement premiums) incurred by Beneficiary in connection with the Secured Rejection Note (including prepayment review, approval and documentation of any amounts not yet due and payable) and payment such Transfer which requires the consent of the Principal Amounts (as defined in the Rent Deferral Notes) then outstanding under the Rent Deferral Notes, in the order and manner set forth in the Notes. After the Secured Rejection Note and all Principal Amounts outstanding under the Notes have been repaid in full, any remaining net proceeds (including proceeds from any sale or other disposition of the Trust Property pursuant to Section 24 hereof) not applied towards repayment of the Obligations shall be deposited into an escrow account designated by Beneficiary for Grantor's account and as security for the performance by Grantor of its Obligations to Beneficiary under the Relevant Documents (the "PROCEEDS ESCROW ACCOUNT") which escrow account shall be administered by Beneficiary, or, at Beneficiary's discretion and in accordance with Beneficiary's instructions, may be administered by an escrow agent (an "ESCROW AGENT") selected by Beneficiary (whose reasonable fees shall be paid by Grantor). Grantor may also from time to time deposit additional funds into the Proceeds Escrow Account as further security for the Obligations. At Beneficiary's request, Grantor agrees to enter into a separate escrow agreement to further evidence the provisions of this Section 6(b), and in theLender.

TRANSFER OR ENCUMBRANCE OF THE TRUST PROPERTY. (a) Except as may otherwise be permitted hereunder or pursuant to the Relevant Documents, Grantor shall not sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Trust Property or any part thereof or any of its interest therein. Beneficiary 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 Grantor's conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property in violation of this Deed of Trust or any other Relevant Document. This provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property that is not permitted pursuant to the Relevant Documents, regardless of whether voluntary or not, or whether or not Beneficiary has consented to any previous sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property. (b) Notwithstanding Section 6(a), Grantor shall have the right to sell the Trust Property at any time to a third party bona fide purchaser after consultation with Beneficiary and upon the prior written consent of Beneficiary to such sale and the sales price (such consent not to be unreasonably withheld), provided that the net proceeds of such sale of the Trust Property (after payment of transfer taxes and reasonable brokerage commissions, if any, and other reasonable closing costs) shall be applied towards repayment of the Obligations, including, without limitation, repayment of the Secured Rejection Note (including prepayment of any amounts not yet due and payable) and payment of the Principal Amounts (as defined in the Rent Deferral Notes) then outstanding under the Rent Deferral Notes, in the order and manner set forth in the Notes. After the Secured Rejection Note and all Principal Amounts outstanding under the Notes have been repaid in full, any remaining net proceeds (including proceeds from any sale or other disposition of the Trust Property pursuant to Section 24 hereof) not applied towards repayment of the Obligations shall be deposited into an escrow account designated by Beneficiary for Grantor's account and as security for the performance by Grantor of its Obligations to Beneficiary under the Relevant Documents (the "PROCEEDS ESCROW ACCOUNT") which escrow account shall be administered by Beneficiary, or, at Beneficiary's discretion and in accordance with Beneficiary's instructions, may be administered by an escrow agent (an "ESCROW AGENT") selected by Beneficiary (whose reasonable fees shall be paid by Grantor). Grantor may also from time to time deposit additional funds into the Proceeds Escrow Account as further security for the Obligations. At Beneficiary's request, Grantor agrees to enter into a separate escrow agreement to further evidence the provisions of this Section 6(b), and in thethe event that Beneficiary chooses an Escrow Agent to administer the Proceeds Escrow Account, Grantor agrees to execute an escrow agreement in form and substance reasonably satisfactory to Beneficiary (including provisions consistent with the provisions of this Section 6(b)) to evidence the duties and responsibilities of such Escrow Agent. Beneficiary or, if applicable, the Escrow Agent at the direction of Beneficiary, shall invest the funds in the Proceeds Escrow Account in obligations of the U.S. Government or its agencies, interest in time accounts or certificates of deposits, or other interest bearing account of any bank or bank and trust company or in money market funds available to Beneficiary. Grantor agrees, and shall agree under any escrow agreement entered into pursuant to this Section 6(b), that the funds on deposit under the escrow arrangement described herein shall not constitute property of the estate (within the meaning of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code) and that Grantor shall only have such rights to such funds as are provided herein and in any escrow agreement entered into pursuant to this Section. Funds in the Proceeds Escrow Account shall be disbursed (together with accrued interest) from time to time to Beneficiary, at Beneficiary's

TRANSFER OR ENCUMBRANCE OF THE TRUST PROPERTY. (a) Trustor acknowledges that Beneficiary has examined and relied on the creditworthiness and experience of Trustor in owning and operating properties such as the Trust Property in agreeing to make the Loan, and that Beneficiary will continue to rely on Trustor's ownership of the Trust Property as a means of maintaining the value of the Trust Property as security for repayment of the Indebtedness. Trustor acknowledges that Beneficiary has a valid interest in maintaining the value of the Trust Property so as to ensure that, should Trustor default in the repayment of the Indebtedness, Beneficiary can recover the Indebtedness by a sale of the Trust Property. Except as may is otherwise be permitted hereunder or pursuant to specifically provided for in Section 2.3 of the Relevant DocumentsLoan Agreement, Grantor Trustor shall not not, without the prior consent of Beneficiary, sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Trust Property or any part thereof thereof, or permit the Trust Property or any part thereof to be sold, conveyed, alienated, mortgaged, encumbered, pledged or otherwise transferred. (b) A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of its this Paragraph 9 shall be deemed to include (i) an installment sales agreement wherein Trustor agrees to sell the Trust Property or any part thereof for a price to be paid in installments, (ii) a sale, assignment or other transfer of, or the grant of a security interest therein. in, Trustor's right, title and interest in and to any Leases or any Rents, (iii) if Trustor is a corporation, the voluntary or involuntary sale, conveyance or transfer of Trustor's stock or the creation or issuance of new stock in one or a series of transactions by which (A) an aggregate of more than 10% of Trustor's stock shall be vested in a party or parties who are not now stockholders, or (B) 49% or more of Trustor's stock shall be vested in a party or parties who do not now own 49% or more of Trustor's stock and (iv) if Trustor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member. (c) Beneficiary 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 Indebtedness immediately due and payable upon GrantorTrustor's sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property in violation of this Deed of Trust or any other Relevant Documentwithout Beneficiary's consent. This provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property that is not permitted pursuant to the Relevant Documents, regardless of whether voluntary or not, or whether or not Beneficiary has consented to any previous sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property. (bd) Notwithstanding Section 6(a)Beneficiary's consent to one sale, Grantor shall have the right to sell the Trust Property at any time to a third party bona fide purchaser after consultation with Beneficiary and upon the prior written consent of Beneficiary to such sale and the sales price (such consent not to be unreasonably withheld)conveyance, provided that the net proceeds of such sale alienation, mortgage, encumbrance, pledge or transfer of the Trust Property (after payment shall not be deemed to be a waiver of Beneficiary's right to require such consent to any future occurrence of same. Any sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer taxes and reasonable brokerage commissions, if any, and other reasonable closing costs) of the Trust Property made in contravention of this paragraph shall be applied towards repayment null and void and of the Obligations, no force and effect. (e) Trustor agrees to bear and shall pay or reimburse Beneficiary on demand for all reasonable expenses (including, without limitation, repayment of reasonable attorneys' fees and disbursements, title search costs and title insurance endorsement premiums) incurred by Beneficiary in connection with the Secured Rejection Note (including prepayment review, approval and documentation of any amounts not yet due and payable) and payment of the Principal Amounts (as defined in the Rent Deferral Notes) then outstanding under the Rent Deferral Notessuch sale, in the order and manner set forth in the Notes. After the Secured Rejection Note and all Principal Amounts outstanding under the Notes have been repaid in fullconveyance, any remaining net proceeds (including proceeds from any sale alienation, mortgage, encumbrance, pledge or other disposition of the Trust Property pursuant to Section 24 hereof) not applied towards repayment of the Obligations shall be deposited into an escrow account designated by Beneficiary for Grantor's account and as security for the performance by Grantor of its Obligations to Beneficiary under the Relevant Documents (the "PROCEEDS ESCROW ACCOUNT") which escrow account shall be administered by Beneficiary, or, at Beneficiary's discretion and in accordance with Beneficiary's instructions, may be administered by an escrow agent (an "ESCROW AGENT") selected by Beneficiary (whose reasonable fees shall be paid by Grantor). Grantor may also from time to time deposit additional funds into the Proceeds Escrow Account as further security for the Obligations. At Beneficiary's request, Grantor agrees to enter into a separate escrow agreement to further evidence the provisions of this Section 6(b), and in thetransfer.

TRANSFER OR ENCUMBRANCE OF THE TRUST PROPERTY. (a) Except as may otherwise be permitted hereunder or pursuant to the Relevant Documents, Grantor shall not sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Trust Property or any part thereof or any of its interest therein. Beneficiary 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 Grantor's conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property in violation of this Deed of Trust or any other Relevant Document. This provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property that is not permitted pursuant to the Relevant Documents, regardless of whether voluntary or not, or whether or not Beneficiary has consented to any previous sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property. (b) Notwithstanding Section 6(a), Grantor shall have the right to sell the Trust Property at any time to a third party bona fide purchaser after consultation with Beneficiary and upon the prior written consent of Beneficiary to such sale and the sales price (such consent not to be unreasonably withheld), provided that the net proceeds of such sale of the Trust Property (after payment of transfer taxes and reasonable brokerage commissions, if any, and other reasonable closing costs) shall be applied towards repayment of the Obligations, including, without limitation, repayment of the Secured Rejection Note (including prepayment of any amounts not yet due and payable) and payment of the Principal Amounts (as defined in the Rent Deferral Notes) then outstanding under the Rent Deferral Notes, in the order and manner set forth in the Notes. After the Secured Rejection Note and all Principal Amounts outstanding under the Notes have been repaid in full, any remaining net proceeds (including proceeds from any sale or other disposition of the Trust Property pursuant to Section 24 hereof) not applied towards repayment of the Obligations shall be deposited into an escrow account designated by Beneficiary for Grantor's account and as security for the performance by Grantor of its Obligations to Beneficiary under the Relevant Documents (the "PROCEEDS ESCROW ACCOUNTProceeds Escrow Account") which escrow account shall be administered by Beneficiary, or, at Beneficiary's discretion and in accordance with Beneficiary's instructions, may be administered by an escrow agent (an "ESCROW AGENTEscrow Agent") selected by Beneficiary (whose reasonable fees shall be paid by Grantor). Grantor may also from time to time deposit additional funds into the Proceeds Escrow Account as further security for the Obligations. At Beneficiary's request, Grantor agrees to enter into a separate escrow agreement to further evidence the provisions of this Section 6(b), and in the