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<br />200704125
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<br />recover the Obligations by a sale of the Trust Property. Grantor shall not, except
<br />as and to the extent set forth in the Loan Agreement sell, convey, alienate,
<br />mortgage, encumber, pledge or otherwise transfer the Trust Property or any part
<br />thereof or interest therein, or permit the Trust Property or any part thereof or
<br />interest therein to be sold, conveyed, alienated, mortgaged, encumbered, pledged
<br />or otherwise transferred.
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<br />6.2. Subject to the Loan Agreement, a sale, conveyance, alienation,
<br />mortgage, encumbrance, pledge or transfer within the meaning of this Article
<br />shall be deemed to include (i) an installment sales agreement wherein Grantor
<br />agrees to sell the Trust Property or any part thereof for a price to be paid in
<br />installments; (ii) an agreement by Grantor leasing all or a substantial part of the
<br />Trust Property for other than actual occupancy by a space tenant thereunder or a
<br />sale, assignment or other transfer of, or the grant of a security interest in,
<br />Grantor's right, title and interest in and to any Leases or any Rents; and (iii) a
<br />transfer of a direct or indirect ownership interest or voting right in the Borrower
<br />that would cause a Transfer (other than a Permitted Transfer) to occur.
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<br />6.3. Subject to the provisions of the Loan Agreement, Beneficiary may
<br />predicate its decision to grant or withhold consent required under the Loan
<br />Agreement on Beneficiary's satisfaction, in its sole and absolute discretion, with
<br />all relevant factors (including, without limitation, the creditworthiness of the
<br />proposed transferee and such proposed transferee's management experience), and,
<br />in the case of any transfer of title to the Trust Property, upon the execution of an
<br />assumption agreement in form and substance acceptable to Beneficiary and the
<br />payment of all costs and expenses incurred by Beneficiary in connection with the
<br />assumption (including, without limitation, reasonable attorneys' fees).
<br />Beneficiary shall not be required to demonstrate any actual impairment of its
<br />security or any increased risk of default hereunder in order to declare the
<br />Obligations immediately due and payable upon Grantor's sale, conveyance,
<br />alienation, mortgage, encumbrance, pledge or transfer of the Trust Property
<br />without Beneficiary's consent. Except as provided in the Loan Agreement, this
<br />provision shall apply to every sale, conveyance, alienation, mortgage,
<br />encumbrance, pledge or transfer of the Trust Property regardless of whether
<br />voluntary or not, or whether or not Beneficiary has consented to any previous
<br />sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the
<br />Trust Property.
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<br />6.4. Beneficiary's consent to one sale, conveyance, alienation, mortgage,
<br />encumbrance, pledge or transfer of the Trust Property shall not be deemed to be a
<br />waiver of Beneficiary's right to require such consent to any future occurrence of
<br />same. Except as provided in the Loan Agreement, any sale, conveyance,
<br />alienation, mortgage, encumbrance, pledge or transfer of the Trust Property made
<br />in contravention of this paragraph shall be null and void and of no force and
<br />effect.
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