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86-v 106927 <br />any such suit, action or proceeding, and the sum of such <br />expenditures shall be secured by this Deed of Trust and shall bear <br />interest at the rate provided in the Credit Agreement secured <br />hereby and shall be due and payable on demand. Trustor shall pay <br />cost of suit, cost of evidence of title and reasonable attorneys' <br />fees in any proceeding or suit brought by Trustee or Beneficiary <br />to foreclose this Deed of Trust. <br />1.11 Sale of Premises. In order to induce Beneficiary to <br />make loans and extend other financial accommodations, Trustor <br />agrees that if the Premises or any part thereof or interest <br />therein is sold, assigned, transferred, further mortgaged, <br />conveyed or otherwise alienated by Trustor (except by devise or <br />descent or legal incapacity) whether voluntarily, or involuntarily <br />or by operation of law, or that if the management of Trustor is <br />changed, in either or any case without the prior written consent <br />of Beneficiary, Beneficiary, at its option, may declare the <br />Indebtedness secured hereby and all other obligations hereunder to <br />be forthwith due and payable. Any change in the legal or <br />equitable title of the Premises or in the beneficial ownership of <br />the Premises whether or not of record and whether or not for <br />consideration or sale or other disposition of the stock of the <br />borrowing entity or the disposition of any partnership interests <br />of Trustor or any Guarantor of the Indebtedness shall be deemed a <br />transfer of an interest in the Premises. In connection herewith <br />the financial stability and managerial and operational ability of <br />Trustor are a substantial and material consideration to <br />Beneficiary in its agreement to make the loans or other financial <br />accommodations to Trustor secured hereby. The transfer of an <br />interest in the Premises or a change in the person or management <br />of Trustor may significantly or materially alter and reduce <br />Beneficiary's security for the indebtedness secured hereby. <br />This Section 1.11 shall not apply to <br />(a) leases of <br />all or <br />any portion of the Premises (which <br />shall be subject to <br />Section <br />1.17 hereof) or (b) transfers of <br />all or <br />any portion <br />of the <br />Premises pursuant to a condemnation <br />or sale in lieu thereof <br />(which <br />shall be subject to Section 1.07 <br />hereof) <br />or (c) one sale or <br />transfer to a subsidiary of Trustor. <br />Except as provided above, Beneficiary may condition its <br />consent to any proposed change in ownership of the Premises, <br />mortgaging of the Premises or change in the management of Trustor <br />upon an increase in the interest rate of the Indebtedness to a <br />rate which it determines in its sole judgment to be the then <br />current market rate for new loans on similar properties. <br />Beneficiary shall have no obligation to decrease the interest rate <br />by reason of any such changes. Trustor agrees to execute such <br />documents as Beneficiary deems reasonably necessary to evidence <br />the change in the terms of the loan and to provide any title <br />insurance reasonably required by Beneficiary to evidence the loan <br />remains secured by a proper lien on the Premises. Trustor shall <br />In <br />IN <br />