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200412422 MORTGAGOR FURTHER agrees as follows: ARTICLE 1 AGREEMENTS 1.1 Performance of Obligations; Incorporation by Reference. Borrower shall pay and perform the Obligations. Time is of the essence hereof. All of the covenants, obligations, agreements, warranties and representations of Borrower contained in the Loan Agreement and the other Loan Documents and all of the terms and provisions thereof, are hereby incorporated herein and made a part hereof by reference as if fully set forth herein. 1.2 Further Assurances. If Lender requests, Mortgagor shall sign and deliver and cause to be recorded as Lender shall direct any further mortgages, instruments of further assurance, certificates and other documents as Lender reasonably may consider necessary or desirable in order to perfect, continue and preserve the Obligations and Lender's rights, title, estate, liens and interests under the Loan Documents. Mortgagor further agrees to pay to Lender, upon demand, all costs and expenses incurred by Lender in connection with the preparation, execution, recording, filing and refiling of any such documents, including attorneys' fees and title insurance costs. 1.3 Sale, Transfer, Encumbrance. If Mortgagor sells, conveys, transfers or otherwise disposes of, or encumbers, any part of its interest in the Mortgaged Property, whether voluntarily, involuntarily or by operation of law, without the prior written consent of Lender, Lender shall have the option to declare the Obligations immediately due and payable without notice. Included within the foregoing actions requiring prior written consent of Lender are: (a) sale by deed or contract for deed; (b) mortgaging or granting a lien on the Mortgaged Property; and (c) a transfer which changes the persons in control of Mortgagor or which transfers more than 25% of the beneficial interest in Mortgagor, except for transfers to related or affiliated entities. Mortgagor shall give notice of any proposed action to Lender at least thirty (30) days prior to taking such action. Mortgagor shall pay all costs and expenses incurred by Lender in evaluating any such action. Lender may condition such consent upon modification of the Loan Documents or payment of fees. No such action shall relieve Mortgagor from liability for the Obligations. The consent by Lender to any action shall not constitute a waiver of the necessity of such consent to any subsequent action. 1.3.1 Notwithstanding the foregoing, the Borrower may acquire the Mortgagor as a wholly owned subsidiary in performance of the exchange pursuant to the Exchange Agreement without requiring the additional consent of Mortgagee, provided all of the following conditions precedent are first satisfied: (i) the Borrower shall provide to Mortgagee at least five (5) days' prior notice of the proposed transfer; (ii) the Borrower and Mortgagor shall have executed and delivered to the Mortgagee originally signed copies of all transactional documents accomplishing the acquisition of Mortgagor by Borrower and such assumption agreement(s) December 22, 2004 F: \Data\2I590 \Mortgagc008.wpd `F