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9.Encumbrances and Transfer. Other than the First Lien Mortgageand the Lease to <br />the Entity Guarantor, Borrower agrees not to sell, transfer, lease or convey the Loan Property, <br />the Equipmentor any part thereof, or any interest therein, or encumber the Loan Property, the <br />Equipmentor any part thereof, in any manner, without written consent of Lender which consent <br />may be granted or withheld in the solediscretion of Lender. This requirement shall apply to <br />each and every sale, transfer, lease or conveyance, whether voluntary or involuntary and whether <br />or not Lender has consented to any such prior sale, transfer lease or conveyance. This <br />requirement shall apply to each and every sale, transfer, lease or conveyance, whether voluntary <br />or involuntary and whether or not Lender has consented to any such prior sale, transfer lease or <br />conveyance. <br />10.Time of Essence. Time is of the essence in the performance of this <br />Agreement. <br />11.Assignability. Borrower shall not assign this Agreement without written consent <br />of Lender, which consent may be withheld, conditioned or delayed in Lender’s sole discretion. <br />Lender may freely assign or otherwise transfer (including by participation) all or any part of its <br />interest in the Loan or any or all of the Loan documents, in Lender’s sole discretion. <br />12.Miscellaneous Covenants of Borrower. Borrower covenants and agrees with <br />Lender that, without cost to Lender, Borrower will or will cause Entity Guarantor to: <br />(a)Performance of Conditions.Promptly keep, perform and comply with all <br />of the terms, covenants and conditions to be kept and performed by Borrower and/or <br />Entity Guarantor, as required by the City of Elk River (the “City”) and any other <br />governmental body having jurisdiction over the Loan Property as a condition of platting, <br />rezoning or developing the Loan Property; keep unimpaired the rights of Borrower and/or <br />Entity Guarantor under any permit or agreement issued or made by the City or other <br />governmental body having jurisdiction over the Loan Property and any contracts obtained <br />or held by Borrower and/or Entity Guarantor in connection with the construction or <br />operation of the Improvements; and to enforce the prompt performance of all of the <br />terms, covenants and conditions to be kept and performed by the City or other <br />governmental body having jurisdiction over the Loan Property, respectively, under any <br />permits or agreements issued or made by the City or such other governmental bodies, and <br />any contractors under all contracts obtained or held by Borrower and/or Entity Guarantor <br />in connection with construction or operation of the Improvements or Borrower’s <br />business. <br />(b)Amendment,Etc.ofDocuments.Not amend, cancel, terminate, <br />supplement or waive any of the material terms, covenants and conditions of any permit or <br />agreement issued or made by the City or any other governmental body having jurisdiction <br />over the Loan Property, or any other contracts obtained or held by Borrower and/or <br />Entity Guarantor in connection with the construction or operation of the Improvements or <br />any contracts, documents or agreements referred to herein without the prior written <br />approval of Lender. Borrower will provide to Lender complete documentation <br />concerning any change made to the Project. <br />7 <br />487521v2 EL185-45 <br /> <br />