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5.9 The withdrawal, removal, andlor replacement of a general partner of Grantor, pursuant to the terms of the First Amended and Restated Agreement of Limited Partnership of Grantor (the "Partnership Agreement") shall not constitute a default under this Deed of Trust or the Note, nor require the consent of Beneficiary. In addition, any transfer or assignment of any of the limited partner interest in Grantor, or any transfer or assignment of interests in the Limited Partner (as defined in the Note), shall not constitute a default under this Deed of Trust or the Note, nor require the consent of Beneficiary. 6. Standstill. Beneficiary will not commence (A) until the earlier of (i) the expiration of the Compliance Period (as such term is defined in the Partnership Agreement), or (ii) the date the Limited Partner is no longer a partner in the Grantor, or (B) while the Tax-Exempt Loan is outstanding (as such term is defined in the Partnership Agreement): (i) foreclosure proceedings with respect to the Property hereunder or under the Note, or exercise any other rights or remedies it may have hereunder or under the Note, including, but not limited to, accelerating the Note, collecting rents, appointing (or seeking the appointment of) a receiver or exercisingany other rights or remedies thereunder; or (ii) join with any other creditor in commencing any bankruptcy teorganization, alrangement, insolvency or liquidation proceedings with respect to the Grantor. 7, Subordination. Beneficiary acknowledges and agrees that the repayment of the Indebtedness is subordinate to payment in full of the "Deferred Development Fee" as such term is defined in the Partnership Agreement of Borrower and to the payment in full of the Tax-Exempt Loan. 8. Non-Recourse Oblisation. Payment and performance of the obligations set forth herein and under the Note shall be non-recourse to the Grantor and the Grantor's partners, and the Beneficiary's sole recourse with respect to the Note shall be the right to foreclose underthis Deed of Trust. 9. Loan Sale or Assisnment. Beneficiary agrees that it shall not assign or transfer the Note (or any interest therein) to any third party without the prior written consent of the Grantor. 10. Terms used herein and not otherwise defined shall have the meanings given in the Loan Agreement. PLEASE BE ADVISED THAT ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY. EXTEND CIIEDIT. OR FOIIBEAR FROM ENFORCING IIEPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. [Signature s on follow ing page sJ Dr,eo on Tnusr SpoNson LoeN (Couvrv) Pece 5