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r 88-:;.. i 00020 the Indebtedness. causing the entire principal balance. accrued interest. and prepayment premium. if any. to be immediately due and payable. without notice to Mortgagor. vii thout limiting the generality of the foregoing. each of the following events shall be deemed a prohibited transfer hereunder: (i) if Mortgagor is a corporation. any sale. conveyance. assignment. or other transfer of all or a portion of the stock of Mortgagor. that results in a material change in the identi ty of the person( s) or entities previously in control of Mortgagor corporation; (ii) if Mortgagor consists of a partnership or joint venture. any sale. conveyance. assignment. or other transfer of all or a portion of the partnership interest of a partner of such partnership. or joint venture interest of a joint venturer in the joint venture. that results in a material change in the identity of the person(s) in control of such partnership or Joint venture; (iii) a sale. conveyance, assignment, or other transfer of all or any portion of the stock or partnership inter- est of any entity directly or indirectly in control of any corpo- ration or partnership consisting or included within Mortgagor that results in a material change in the identity of the person(s) in control of such entity; or (iv) any hypothecation of all or any portion of the stock thereof. if Mortgagor is or includes a corporation, or of all or any portion of the partnership interest of any general partner thereof. if Mortgagor is or includes a partner- ship, or of all or any portion of the stock or partnership inter- est of any entity directly or indirectly in control of such corporation or partnership. that could result in a material change in the identity of the person(s) in control of such corporation, partnership. or entity directly or indirectly in control of such corporation or partnership if the secured party under such hypoth- ecation exercised its remedies. 1.11.2 Notwithstanding the provisions of Section 1.11.1, Mortgagor shall have the right to grant or convey, free of the lien of this Deed of Trust, easement or right of way interests (collectively, "Easements") in the Mortgaged Property to any rai lroad, telephone or uti li ty company, municipality or other governmental subdi vi sion for the limited purpose of providing rail, telephone or utility services to the Premises or increasing existing rail, telephone or utility services available to the Premises but only if, upon the granting of such proposed Ease- ments, the value, utility and marketability of the Mortgaged Property would not be less than the value, uti li ty and market- abili ty thereof prior to such proposed Easement and Mortgagor shall have delivered to Beneficiary a certificate of an officer of Mortgagor to such effect, accompanied by a copy of the instrument proposed to evidence such grant or conveyance. -13- .-~ L L ~ r/ ).,. L