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<br />201502075
<br />environmental protection the violation of which would materially and adversely affect the
<br />properties, business, prospects, profits or condition (financial or otherwise) of Trustor.
<br />Section 1.31. Appointment of Successor Trustee. If Trustee shall die, be dissolved or
<br />become disqualified from acting in the execution of this trust, or shall fail or refuse to execute
<br />the same when requested by Beneficiary to do so, or if, for any reason, Beneficiary shall prefer to
<br />appoint a substitute Trustee to act instead of Trustee named herein, Beneficiary shall have full
<br />power, subject to applicable law, to appoint, by written instrument, a substitute Trustee, and, if
<br />necessary, several substitute Trustees in succession, who shall succeed to all the estate, rights,
<br />powers and duties of the original Trustee named herein. Such appointment may be executed by
<br />any authorized agent of Beneficiary, and, if Beneficiary is a corporation or limited partnership,
<br />and such appointment is executed in its behalf by any officer of such corporation or general
<br />partner of such limited partnership, such appointment shall be conclusively presumed to be
<br />executed with authority and shall be valid and sufficient without proof of any action by the board
<br />of directors or any superior officer of the corporation or further partnership action in the event of
<br />a limited partnership.
<br />Section 1.32. Transfer of Interests in Mortgaged Property. Except as permitted in
<br />this Section 1.32, Trustor shall not, by operation of law or otherwise, sell, convey, alienate,
<br />transfer, mortgage, encumber or assign ownership or control of all or any part of the Mortgaged
<br />Property or any interest therein, without the consent of Beneficiary, except (1) sales or transfers
<br />of parcels on which Beneficiary has released the lien of this Deed of Trust pursuant to Section
<br />6.12, (2) the grant of utility or access easements to public or private utilities or governmental
<br />entities, (3) the grant, in the ordinary course of business, of a leasehold interest in a part of the
<br />Mortgaged Property to a tenant for occupancy, not containing a right or option to purchase and
<br />not in contravention of any provision of this Deed of Trust or of any other Loan Document, (4)
<br />sales or transfers of items of the Personal Property transferred in the ordinary course of business
<br />or that have become obsolete or worn beyond practical use and replaced by Personal Property of
<br />a similar nature and having at least the same value as the Personal Property replaced, (5)
<br />transfers of any membership interest in Borrower to a Permitted Transferee, and (6) transfers of
<br />any membership interest, partnership interest or stock in any entity controlling, directly or
<br />indirectly, Borrower to a Permitted Transferee. A "Permitted Transferee" shall mean (i) a Person
<br />who on the date hereof was a holder of a direct or indirect equity interest in the Borrower (a
<br />"Current Member "), (ii) Michael H. Staenberg, Raymond J. O'Connor or Jennifer S. O'Connor,
<br />or (iii) any trust established by, or for the benefit of, a Current Member, Michael H. Staenberg,
<br />Raymond J. O'Connor, Jennifer S. O'Connor or a spouse or descendant of any of them; provided
<br />that, in each instance after giving effect to such transfer, the combined percentage equity interest
<br />in Borrower and TSG Grand Island Investors, LLC, of one or more of Michael H. Staenberg,
<br />such a trust, or an entity controlled directly by one or more of Michael H. Staenberg and such a
<br />trust, exceed 50 %. Notwithstanding the foregoing, before any such transfer under this Section
<br />1.32, Borrower shall provide written notice to Lender.
<br />Section 1.33. Lease Provisions. Except as otherwise provided in the other Loan
<br />Documents, any lease of all or part of the Mortgaged Property by Trustor permitted under this
<br />Deed of Trust shall contain a provision obligating such lessee to enter into a subordination,
<br />attornment and non - disturbance agreement with Beneficiary in form and substance reasonably
<br />satisfactory to Beneficiary.
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