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damage, including attorneys' fees and expenses relating thereto arising from Beneficiary's gross <br />negligence or willful misconduct. <br /> <br />Transfers <br /> <br /> 13. So long as any of the Obligations remain unpaid, unperfom~ed, unsatisfied or <br />undischarged, the entire unpaid balance of the Note including accrued interest shall, at the option <br />of Beneficiary, become due and payable in full if (i) Trustor shall, without Beneficiary's prior <br />written consent, transfer, convey or sell the Mortgaged Property or any portion thereof or any <br />direct or indirect interest therein, either voluntarily or involuntarily, except as pemdtted by the <br />Lease or (ii) there occurs a change in the management or control of Trustor. For the purpose of <br />the preceding sentence, "control" means the power, directly or indirectly, to direct or cause the <br />direction of the management and policies of Trustor, as the case may be, whether through the <br />ownership of voting securities, by contract or otherwise. Notwithstanding any other provision of <br />this Section 13, the following transfers shall not permit Beneficiary to accelerate the due date of <br />the Note under this Section 13: (a) a transfer of an interest in the Leasehold so long as 50% or <br />more of the beneficial interest in the Mortgaged Property or the entity to which the Mortgaged <br />Property is transferred is owned or controlled by Max Keech; or (b) a transfer resulting from the <br />death or disability of Max Keech. <br /> <br /> So long as any of the Obligations remain unpaid, unperformed, unsatisfied or <br />undischarged, Trustor shall not further encumber the Mortgaged Property with a mortgage, deed <br />of trust or other lien. Notwithstanding the foregoing, Trustor shall have the right to (i) lease or <br />purchase equipment to be installed in the Improvements and to execute security interests and/or <br />deeds of trust in connection therewith so long as each such lease, security interest, and/or deed of <br />trust is subordinate to the lien of this Deed of Trust and (ii) contest any mechanic's lien provided <br />Trustor provides a bond or other security adequate to protect the Mortgaged Property. <br /> <br />Beneficiary's Right of Inspection <br /> <br /> 14. Beneficiary and its agents and representatives shall have the right to inspect the <br />Mortgaged Property and access thereto shall be permitted for that purpose. <br /> <br />Condemnation <br /> <br /> 15. Subject to the lessor's rights under the Lease, the Trustor hereby assigns, transfers <br />and sets over unto Beneficiary the entire proceeds of any award or any claim for damages for any <br />of the Land (or any interest therein) taken or damages by the power of eminent domain, by <br />condemnation, by any transaction in settlement thereof, by the alteration of the grade of any <br />street or by any other injury to or decrease in the value of the Land, or any portion thereof, by <br />any public or quasi-public authority or corporation. <br /> <br />Remedies Not Exclusive <br /> <br /> 16. No action for the enforcement of the lien or any provision hereof shall be subject <br />to any defense which would not be good and available to the party interposing same in an action <br />at law upon the Note. Beneficiary shall be entitled to enforce payment and performance of any <br />indebtedness or obligations secured hereby and to exercise all of its rights and powers under this <br /> <br />17996.00003~BGLIB 1\1083970.6 14 <br /> <br /> <br />