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892675 /5 /COLUMBUS 065439.00076 23. Miscellaneous. 17 201310005 herein, and no implied covenants or obligations shall be imposed upon Trustee; (2) no provision of this Deed of Trust shall require Trustee to expend or risk its own funds, or otherwise incur any financial obligation in the performance of any of its duties hereunder, or in the exercise of any of its right or powers, if it shall have grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; (3) Trustee may consult with counsel of its own choosing and the advice of such counsel shall be full and complete authorization and protection in the respect of any action taken or suffered by it in good faith and reliance thereon; (4) Trustee shall not be liable for any action taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Deed of Trust; (5) Trustee shall not be responsible for the payment of any unpaid taxes on the Property due and owing at the time of the sale of all or any part of the Property pursuant to the procedures set forth herein. c. Successor Trustee. Lenders may from time to time appoint a successor to any Trustee named herein pursuant to the applicable provisions of law of the state where the Premises is located. Upon such appointment, the successor shall be vested with all title, powers and duties conferred upon Trustee herein. 22. Prohibition On Transfer; Due on Sale. If, without the Lenders' prior written consent: (i) the Property or any part thereof or any interest in the Property or Borrower, including beneficial interests, is sold, transferred, assigned, leased or conveyed, whether voluntarily, involuntarily or by operation of law; (ii) title to the Property or any interest therein is divested; or (iii) the Property or any ownership interest in Borrower, including direct or indirect beneficial interests, is further encumbered, mortgaged or pledged, Lenders shall, at its sole discretion, be entitled to accelerate the Notes and declare the then unpaid principal balance and all accrued interest and other sums due and payable under the Notes and all other Obligations to be immediately due and payable and exercise all remedies available to Lenders under the Loan Documents. Any change in the legal or equitable title of the Property, or in the beneficial ownership of the Property, whether or not of record, and whether or not for consideration; any merger, consolidation, reorganization or business combination with or by Borrower; pledge, assignment or encumbrance of any member's interest in Borrower; or change in the control or beneficial ownership of the Borrower, shall be deemed a transfer of an interest in the Property for the purposes of this paragraph which is prohibited hereby. a. Notices. Any notice under this Deed of Trust shall be in writing and shall be effective when actually delivered, or when deposited with a nationally recognized overnight courier, or, if mailed, shall be deemed effective when deposited in the United States mail first class, certified or registered mail, postage prepaid, directed to the party or parties at its or their respective addresses set forth above. Any party may change its address for notices under this Deed of Trust by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. Borrower agrees to keep Lenders and Trustee informed at all times of Borrower's current address.