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<br />waives any claims based on allegations that Beneficiary has failed to act in a commercially
<br />reasonable manner (except as otherwise expressly provided in this Deed of Trust or the other
<br />Loan Documents) and any and all rights to have the property and estates comprising the
<br />Premises marshalled upon any foreclosure of the lien hereof and further agrees that any court
<br />having jurisdiction to foreclose such lien may order the Premises sold as an entirety.
<br />28. Marshalling. At any foreclosure or Trustees sale, the Premises may, at
<br />Beneficiary's option, be offered for sale for one total price, and the proceeds of such sale
<br />accounted for in one account without distinction between the items of security or without
<br />assigning to them any proportion of such proceeds, Grantor hereby waiving the application of
<br />any doctrine of marshalling; and in the event Beneficiary, at its option, elects to sell the Premises
<br />or cause the Trustee to sell the Premises in parts or parcels, said sales may be held from time to
<br />time, and this Deed of Trust shall not terminate until all of the Premises not previously sold shall
<br />have been sold.
<br />29. Transfer of Premises; Further Encumbrance.
<br />(a) In the event that without the written consent of Beneficiary being first
<br />obtained: (i) Grantor, ar any successor, sells, conveys, transfers, further mortgages,
<br />changes the form of ownership, or encumbers or disposes of the Premises, ar any part
<br />thereof, or any interest therein, or agrees so to do; or (ii) any shares of corporate stock
<br />or ownership interest in Grantor, or any successor, are sold, conveyed, transferred,
<br />pledged or encumbered or there is an agreement so to do; (iii) any partnership, trust
<br />(beneficiary or trustee interest), corporate or member ownership interest in Grantor is
<br />sold, transferred, conveyed, pledged or encumbered or there is an agreement to do so;
<br />or (iv) any partnership, trust (beneficiary or trustee interest), corporate or member
<br />ownership interest in any general partner or member of Grantor is sold, conveyed,
<br />transferred, pledged or encumbered or there is an agreement so to do; whether any
<br />such event described in (i), (ii), (iii), or (iv) above is voluntary, involuntary or by
<br />operation of law, then at Beneficiary's sole option, Beneficiary may declare the
<br />indebtedness secured hereby immediately due and payable in full and call for payment
<br />of the same at once, together with the Prepayment Premium (as defined in the Note)
<br />then in effect under the terms of the Note. In the event that Grantor ar any permitted
<br />subsequent owner of the Premises is a partnership or limited partnership or limited
<br />liability partnership, trust, a privately held corporation or limited liability company, a
<br />transfer of a general partnership, beneficiary or trustee interest, stock interest or
<br />interest of a member, as applicable, shall constitute a transfer or conveyance for
<br />purposes of this subparagraph (a). In the event of the death, adjudged incompetency,
<br />bankruptcy or dissolution of a general partner, beneficiary, trustee, stockholder or
<br />member of Grantor, such death, adjudged incompetency, bankruptcy or dissolution
<br />shall constitute a transfer of such interest. In the event of such death, Grantor shall
<br />deliver notice thereof to Beneficiary within thirty (30) days and Grantor shall within
<br />ninety (90) days provide a replacement general partner, beneficiary, trustee,
<br />stockholder or member fox acceptance by Beneficiary, which replacement shall be
<br />acceptable to Beneficiary in its sole discretion. If such replacement is acceptable to
<br />Beneficiary, such transfer shall be permitted without a transfer or change in the Loan
<br />terms and such transfer shall not give rise to or constitute an Event of Default. In the
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