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<br />(d) Bankruptcy or Insolvency. The owner of the Mortgaged Property or any person
<br />liable, directly or indirectly, for any of the Obligations (or any guarantor, general partner or joint
<br />venturer of such owner or other person):
<br />(1) (i) Executes an assignment for the benefit of creditors, or takes any action
<br />in furtherance thereof, (ii) admits in writing its inability to pay, or fails to pay, its debts generally
<br />as they become due; (iii) as a debtor, files a petition, case, proceeding or other action pursuant to,
<br />or voluntarily seeks the benefit or benefits of: Title 11 of the United States Code as now or
<br />hereafter in effect or any other law, domestic or foreign, as now or hereafter in effect relating to
<br />bankruptcy, insolvency, liquidation, receivership, reorganization, arrangement, composition,
<br />extension or adjustment of debts, or similar laws affecting the rights of creditors (Title 11 of the
<br />United States Code and such other laws being herein called "Debtor Relief Laws"), or takes any
<br />action in furtherance thereof; or (iv) seeks the appointment of a receiver, trustee, custodian or
<br />liquidator of the Mortgaged Property or any part thereof or of any significant portion) of its other
<br />property; or
<br />(2) Suffers the filing of a petition, case, proceeding or other action against it
<br />as a debtor under any Debtor Relief Law or seeking appointment of a receiver, trustee, custodian
<br />or liquidator of the Mortgaged Property or any part thereof or of any significant portion of its
<br />other property, and (i) admits, acquiesces in or fails to contest diligently the material allegations
<br />thereof, or (ii) the petition, case, proceeding or other action results in entry of any order for relief
<br />or order granting relief sought against it, or (iii) in a proceeding under the Federal Bankruptcy
<br />Code, the case is converted from one chapter to another, or
<br />(3) Conceals, removes, or permits to be concealed or removed, any part of its
<br />property, with intent to hinder, delay or defraud its creditors or any of them, or makes or suffers
<br />a transfer of any of its property which causes or increases its insolvency or which may be
<br />fraudulent under any bankruptcy, fraudulent conveyance or similar law; or makes any transfer of
<br />its property to or for the benefit or a creditor at a time when other creditors similarly situated
<br />have not been paid; or suffers or permits, while insolvent, any creditor to obtain a lien upon any
<br />of its property through legal proceedings.
<br />(e) Transfer of the Mortgaged Property. Any sale, lease, conveyance, assignment,
<br />pledge, encumbrance, or transfer of all or any part of the Mortgaged Property or any interest
<br />therein, voluntarily or involuntarily, whether by operation of law or otherwise, without
<br />Beneficiary's prior written consent, except: (i) sales or transfers of items of the Accessories
<br />which have become obsolete or worn beyond practical use and which have been replaced by
<br />adequate substitutes, owned by Grantor, having a value equal to or greater than the replaced
<br />items when new; (ii) the grant, in the ordinary course of business, of a leasehold interest in a part
<br />of the Improvements to a tenant for occupancy, not in excess of one year and not containing a
<br />right or option to purchase and not in contravention of any provision of this Deed of Trust or of
<br />any other Credit Document; and (iii) Permitted Encumbrances. Beneficiary may, in its sole
<br />discretion, waive a default under this paragraph, but it shall have no obligation to do so, and any
<br />waiver may conditioned upon such one or more of the following (if any) which Beneficiary
<br />may require: the grantee's integrity, reputation, character, creditworthiness and management
<br />ability being satisfactory to Beneficiary in its sole judgment and grantee executing, prior to such
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