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c. EQuitv Transfers. 200511354 (i) Prohibited Equity Transfers. Borrower shall not cause or permit any Transfer of any direct or indirect legal or beneficial interest in a Restricted Party (collectively, a "Prohibited Equity Transfer"), including without limitation, (A) if a Restricted Party is a corporation, any merger, consolidation or other Transfer of such corporation's stock or the creation or issuance of new stock in one or a series of transactions; (B) if a Restricted Party is a limited partnership, limited liability partnership, general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Transfer of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (C) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Transfer of a non-managing membership interest or the creation or issuance of new non-managing membership interests; or (D) if a Restricted Party is a trust, any merger, consolidation or other Transfer of any legal or beneficial interest in such Restricted Party or the creation or issuance of new legal or beneficial interests. (ii) Permitted Equity Transfers. Notwithstanding the foregoing, none of the following Transfers shall be deemed to be a Prohibited Equity Transfer [so long as the Minimum Equity Requirement (defined below) remains satisfied following such Transfer]: (A) a Transfer by a natural person who is a member, partner or shareholder of a Restricted Party to a revocable inter vivos trust having such natural person as a settlor of such trust and one or more immediate family members of such natural person as the sole beneficiaries of such trust ("Revocable Family Trust"); (B) a Transfer by devise or descent or by operation of law upon the death of a member, partner or shareholder of a Restricted Party where such Transfer does not result in a Default under Section 7.1(a)(vi) below; (C) a Transfer, in one or a series of transactions, of not more than 49% of the stock, limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party where such Transfer does not result in a change in management control in the Restricted Party. Nothing herein shall limit the ability ofa Restricted Party (excluding Borrower) to guaranty an obligation in the ordinary course of business of such Restricted Party. (iii) SPE Status. Nothing contained in this Section 6.15( c) shall be construed to permit any Transfer which would result in a breach of any representation, warranty or covenant of Borrower under Section 5.2 above. Notwithstanding anything to the contrary contained in this Section 6.15(c), if a nonconsolidation opinion was required as a condition to closing of the Loan, (A) Borrower shall deliver to Lender at least 60 days' prior written notice of any Transfer under Section 6.15(c)(ii)(A) or (C) above, (B) ifrequired by Lender, it shall be a condition precedent to any Transfer under Section 6.15(c)(ii)(A) or (C) above that Borrower deliver to Lender a current nonconsolidation opinion in form and content and rendered by counsel satisfactory to Lender in its sole and absolute discretion and (C) such a current nonconsolidation opinion shall be delivered to Lender, not more than 60 days' following any Transfer under Section 6.15( c )(ii)(B) above. d. Certificates of Ownership. Borrower shall deliver to Lender, at any time and from time to time, not more than 10 days after Lender's written request therefor, a certificate, in form acceptable to Lender, signed and dated by Borrower, listing the names of all persons and entities holding direct or indirect legal or beneficial interests in the Property or any Restricted Party and the type and amount of each such interest. 6.16 ACCEPTANCE OF TRUST; POWERS AND DUTIES OF TRUSTEE. Trustee accepts this trust when this Security Instrument is recorded. From time to time upon written request of Lender and presentation of this Security Instrument, or a certified copy thereof, for endorsement, and without affecting the personal liability of any person for payment of any indebtedness or performance of any Secured Obligation, Trustee Master 51 REG NE (rev, 08/2005) 1245359.6 18