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<br />of such lost, stolen, destroyed or mutilated Note or Other Loan Document in the same principal amount
<br />thereof and otherwise of like tenor.
<br />Section 5.7 Amended Financing Statements. Borrower will execute and deliver to the Lender,
<br />prior to or contemporaneously with the effective date of any such change, any financing statement or
<br />financing statement change required by Lender to establish or maintain the validity, perfection and priority
<br />of the security interest granted herein. At Lender's request, Borrower shall execute a certificate in form
<br />satisfactory to Lender listing the trade names under which Borrower operates or intends to operate the
<br />Property, and representing and warranting that Borrower does business under no other trade name with
<br />respect to the Property.
<br />Article 6 - DUE ON SALE /ENCUMBRANCE
<br />Section 6.1 No Sale /Encumbrance. Borrower agrees that Borrower shall not, without the prior
<br />written consent of Lender, sell, convey, mortgage, grant, bargain, encumber, pledge, assign, or otherwise
<br />transfer the Property or any part thereof, or permit the Property or any part thereof to be sold, conveyed,
<br />mortgaged, granted, bargained, encumbered, pledged, assigned, or otherwise transferred (collectively,
<br />"Transfer"). Notwithstanding the foregoing, Borrower may Transfer the Property with the prior written
<br />consent of Lender which consent will not be unreasonably withheld in the case of a proposed transferee
<br />whose creditworthiness, entity structure and management ability meet standards consistently applied by
<br />Lender for approval of borrowers for similar properties under mortgage loans secured by similar properties,
<br />provided that:
<br />(i) a transfer fee equal to one percent (1 %) of the Debt shall be paid by Borrower to
<br />the Lender upon notice being given to Borrower of approval of the proposed Transfer; and
<br />(ii) no Transfer shall be permitted hereunder if an Event of Default, or an event which
<br />with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is
<br />continuing; and
<br />(iii) prior to the effective date of any Transfer, the purchaser shall execute and deliver
<br />to the Lender if Lender so requires in its absolute and sole discretion a written assumption agreement in
<br />form and substance acceptable to Lender in its sole discretion containing such environmental indemnities
<br />and other guarantees as Lender may require and such principals of the purchaser as required by Lender
<br />in its sole discretion shall execute and deliver to Lender such guaranty agreements and environmental
<br />indemnity agreements in form and substance acceptable to Lender in its sole discretion; and in the event
<br />of a sale of all of the Property to a third party unaffiliated in any manner with Borrower pursuant to an arms -
<br />length transaction, then upon execution of such documentation and satisfaction of all of Lender's other
<br />requirements, Lender shall release the current borrower, guarantor and indemnitor from obligations arising
<br />under the Note, the Security Instrument and the Other Loan Documents with respect only to matters first
<br />occurring after the closing of such sale.
<br />Section 6.2 Transfer Defined. A Transfer within the meaning of this Article 6 shall be deemed
<br />to include, but not be limited to (a) an installment sales agreement wherein Borrower agrees to sell the
<br />Property or any part thereof for a price to be paid in installments or any other sales contract or other
<br />agreement to sell the Property or any part thereof; (b) an agreement by Borrower leasing all or a substantial
<br />part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or
<br />other transfer of, or the grant of a security interest in, Borrower's right, title and interest in and to any Leases
<br />or any Rents to any party other than Lender; (c) if Borrower, any Guarantor, any Indemnitor, or any general
<br />partner or managing member (or if no managing member, any member) of Borrower, Guarantor or
<br />Indemnitor is a corporation, (i) the voluntary or involuntary sale, conveyance, or transfer of such
<br />corporation's stock (or the stock of any corporation directly or indirectly controlling such corporation by
<br />GMACCM (SLP) — DOT (8/98) 22 ATL d Isle, Nebraska 4
<br />Grand Isle, Nebraska
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