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<br />Lender in connection with Borrower's bankruptcy or any of the other aforesaid events shall be additional
<br />indebtedness of Borrower secured by this Instrument pursuant to the terms hereof.
<br />19. TRANSFERS OF THE PROPERTY OR BENEFICIAL INTERESTS IN BORROWER. If
<br />Borrower sells, exchanges, conveys, alienates, assigns, disposes of, encumbers, pledges, or transfers all or any
<br />portion of the Property (except as hereinafter provided), or if Borrower executes any agreement or contract creating
<br />any right to or any equitable interest in the title to the Property or any part thereof, or executes any agreement or
<br />contract granting a possessory right in the Property or any part thereof (including, without limiting the generality of
<br />the foregoing, outright conveyance, conveyance or alienation by land installment contract or contract for deed,
<br />alienation by lease or rental agreement with an option to purchase, and the granting of deeds of trust, mortgages,
<br />liens, and security interests subordinate to this Instrument, but excluding leases made in accordance with the Loan
<br />Documents) or if all or any part of any ownership interest in Borrower of whatever nature whatsoever is sold,
<br />exchanged, conveyed, alienated, assigned, disposed of, encumbered, pledged, or transferred, then at Lender's option
<br />the unpaid remainder of the Note and all of the sums secured by this Instrument shall be immediately and
<br />automatically due and payable in full, and Lender may invoke any remedies permitted by law and/or this Instrument.
<br />The conveyance or transfer of Borrower's interest in the Property or any interest in Borrower as a result of
<br />foreclosure of a subordinate lien or a security interest or a transfer by operation of law (except as otherwise provided
<br />below) shall constitute a sale or transfer subject to this paragraph. The foregoing acceleration shall not apply in case
<br />of-
<br />(i) Transfers by devise or descent or by operation of law upon the death of an individual
<br />owning a beneficial interest in Borrower;
<br />(ii) The grant of a leasehold interest in a part of the Property made in accordance
<br />with the Loan Documents and not containing an option to purchase; and
<br />(iii) Sales or transfers for fair market consideration of fixtures or any routine
<br />personal property used in the operation of the Property, provided that such sales or transfers are
<br />incidental to the replacement of like fixtures and personal property of newer and better quality and
<br />condition, or such fixtures or personal property are removed in connection with the making of
<br />tenant improvements.
<br />Should Borrower request that Lender not exercise the right to accelerate the Note and the other
<br />indebtedness secured hereby, Lender may withhold consent in its sole discretion and, if approved, may impose
<br />certain conditions as consideration for such agreement not to accelerate, including, without limiting the generality of
<br />the foregoing, any or all of the terms as set forth in the Note and Loan Documents. Inasmuch as the loan evidenced
<br />by the Note was based in part on the financial and management responsibility and experience of Borrower, it is
<br />specifically understood and agreed that Lender's consent may be given or withheld by Lender in the exercise of its
<br />sole discretion, and failure to receive such consent prior to any such transfer or conveyance or attempt thereafter
<br />shall be deemed a breach hereof and of the Note. Should Lender forbear from accelerating the payment of the Note
<br />and the other indebtedness secured hereby by reason of any of the foregoing, the assignee of Borrower shall be
<br />deemed to have assumed and agreed to pay the Note and the other indebtedness secured hereby owing Lender and
<br />be bound by the terms hereof, whether or not the instrument evidencing such sale or transfer expressly so provides,
<br />and this covenant shall run with the Property and remain in full force and effect until the entire Note and the other
<br />indebtedness secured hereby is paid or discharged in full. Upon the occurrence of any of the foregoing events and
<br />consent thereto having not been given by Lender, the mere fact of a lapse of time or the acceptance of payments
<br />subsequent to any of such events shall not be deemed a waiver of Lender's right to make such election, nor shall
<br />Lender be estopped therefrom by virtue thereof. Borrower shall be required to notify Lender upon the occurrence of
<br />any of the events affecting title as above - described, and failure to do so shall constitute a default hereunder and
<br />under the Note. No sale of the Property, assumption or other event specified above and approved by Lender shall
<br />operate to release or affect the original liability of Borrower, either in whole or in part, unless Borrower is expressly
<br />released in writing by Lender.
<br />20. ACCELERATION; REMEDIES.
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