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<br />DEED OF TRUST PAGE 5 <br />SPONSOR LOAN (COUNTY) <br /> <br />5.9 The withdrawal, removal, and/or replacement of a general partner of <br />Grantor, pursuant to the terms of the First Amended and Restated Agreement of Limited <br />Partnership of Grantor (the “Partnership Agreement”) shall not constitute a default under this <br />Deed of Trust or the Note, nor require the consent of Beneficiary. In addition, any transfer or <br />assignment of any of the limited partner interest in Grantor, or any transfer or assignment of <br />interests in the Limited Partner (as defined in the Note), shall not constitute a default under this <br />Deed of Trust or the Note, nor require the consent of Beneficiary. <br /> <br />6. Standstill. Beneficiary will not commence (A) until the earlier of (i) the <br />expiration of the Compliance Period (as such term is defined in the Partnership Agreement), or (ii) <br />the date the Limited Partner is no longer a partner in the Grantor, or (B) while the Tax-Exempt Loan <br />is outstanding (as such term is defined in the Partnership Agreement): (i) foreclosure proceedings <br />with respect to the Property hereunder or under the Note, or exercise any other rights or remedies it <br />may have hereunder or under the Note, including, but not limited to, accelerating the Note, collecting <br />rents, appointing (or seeking the appointment of) a receiver or exercising any other rights or remedies <br />thereunder; or (ii) join with any other creditor in commencing any bankruptcy reorganization, <br />arrangement, insolvency or liquidation proceedings with respect to the Grantor. <br /> <br />7. Subordination. Beneficiary acknowledges and agrees that the repayment of <br />the Indebtedness is subordinate to payment in full of the "Deferred Development Fee" as such term <br />is defined in the Partnership Agreement of Borrower and to the payment in full of the Tax-Exempt <br />Loan. <br /> <br />8. Non-Recourse Obligation. Payment and performance of the obligations set <br />forth herein and under the Note shall be non-recourse to the Grantor and the Grantor’s partners, and <br />the Beneficiary’s sole recourse with respect to the Note shall be the right to foreclose under this Deed <br />of Trust. <br /> <br />9. Loan Sale or Assignment. Beneficiary agrees that it shall not assign or <br />transfer the Note (or any interest therein) to any third party without the prior written consent of the <br />Grantor. <br /> <br />10. Terms used herein and not otherwise defined shall have the meanings given <br />in the Loan Agreement. <br /> <br /> <br />PLEASE BE ADVISED THAT ORAL AGREEMENTS OR ORAL COMMITMENTS TO <br />LOAN MONEY, EXTEND CREDIT, OR FORBEAR FROM ENFORCING REPAYMENT <br />OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. <br /> <br />[Signatures on following pages]