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<br />200802659
<br />Property (with the exception of any such transfer arising from the FedEx Lease, as
<br />defined in the Loan Agreement); or
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<br />(ii) grant or permit to be filed against the. Property any mortgage,
<br />charge, encumbrance or lien of any nature whatsoever, except the lien of ad
<br />valorem property taxes, not then due and payable; or
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<br />(iii) other than as reasonably needed in order to construct the Premises
<br />as defined in the Loan Agreement, grant or create any easement, license, right-of-
<br />way, condition or covenant with respect to any portion of or interest in the
<br />Property; or
<br />
<br />(iv) permit or allow the members of Borrower to transfer, pledge,
<br />mortgage or otherwise assign their interest in Borrower or change the legal status
<br />of Borrower or dissolve; other than as permitted in Section 1.12(a)0), above, and
<br />Section 8.8 of the Loan Agreement.
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<br />(b) In the event that Secured Party's consent is requested under (a) above,
<br />then any such request shall be accompanied by a full and complete disclosure of the change so
<br />requested including all pertinent information affecting such sale, transfer or encumbrance, and
<br />Secured Party may require reasonable consideration (including without limitation an increase in
<br />interest or payment of a fee) as a condition precedent to such approval.
<br />
<br />1.13 Additions. All right, title and interest of Borrower in and to all extensions,
<br />improvements, betterments, renewals, substitutes and replacements of, and all additions and
<br />appurtenances to, the Property hereafter acquired by, or released to, Borrower or constructed,
<br />assembled or placed on the Property and all conversions of the security constituted thereby,
<br />immediately upon such acquisition, release, construction, assembling, placement or conversion,
<br />as the case may be, and in each such case, without any further mortgage, conveyance,
<br />assignment or other act by Borrower, shall become subject to the lien of this Deed of Trust as
<br />fully and completely, and with the same effect. as though now owned by Borrower and
<br />specifically described in the granting clause hereof, but at any and all times Borrower will
<br />execute and deliver to Secured Party any and all such further assurances, mortgages,
<br />conveyances or assignments thereof as Secured Party may reasonably require for the purpose of
<br />expressly and specifically subjecting the same to the lien of this Deed of Trust.
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<br />1.14 Additional Security Documents. Borrower, from time to time, within 15 days
<br />after request by Secured Party, shall execute, acknowledge and deliver to Secured Party, such
<br />security agreements or other similar security instruments, in form and substance satisfactory to
<br />Secured Party, covering all property of any kind whatsoever owned by Borrower or in which
<br />Borrower may have any interest which, in the commercially reasonable judgment of Secured
<br />Party, is reasonably essential to the operation of the Property. Borrower shall further, from time
<br />to time, within 15 days after request by Secured Party, execute, acknowledge and deliver any
<br />financing statement, renewal affidavit, certificate, continuation statement or other document as
<br />Secured Party may request in order to perfect, preserve, continue, extend or maintain this Deed
<br />of Trust or such security agreement or other security instrument as a first lien against the
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<br />8
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<br />AM 157:0AM57:6670J8:5:LOUISVILLE
<br />3/20108
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