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<br /> <br /> <br />(e)Pay Charges. Immediately pay all loan charges including, but not limited <br />to: (i) Lender’s attorneys’ fees; (ii) title insurance fees, costs and premiums; (iii) <br />mortgage registration taxes and filing fees of the Mortgage and any other instruments <br />required under this Agreement. <br /> <br /> <br />(f)Default Notices. Provide Lender with a copy of any default notice <br />received pursuant to the First Lien Mortgage documents or any governmental authority <br />(to the extent that such notice is sent by a party other than Lender), promptly after receipt <br />of the same. <br /> <br /> <br />(g)Continual Operation. At all times while any portion of the Loan remains <br />outstanding, Borrower will: (i) maintain its status as a for profit entity; (ii) maintain a <br />positive net worth; and (iii) will operate its business from the Loan Property in a first <br />class manner. <br /> <br /> <br />(h)Title to Equipment. Borrower represents that Entity Guarantor owns or <br />will own all of the Equipment “free and clear,” that Lender will have a “first priority” <br />lien in the Equipment pursuant to the Security Agreement and that no other party has any <br />right, title or interest in the Equipment. <br /> <br /> <br />13.Warranties. Borrower represents and warrants to Lender the following: <br /> <br /> <br />(a)The Borrower is limited liability company duly formed, validly existing <br />and in good standing under the laws of the State of Minnesota. <br /> <br /> <br />(b)The making and performance of this Agreement and the execution and <br />delivery of the Note, the Mortgage, the Security Agreement and any other instrument <br />required hereunder are within the powers of the Borrower and the Entity Guarantor and <br />have been duly authorized by all necessary company action on the part of the Borrower <br />and the Entity Guarantor. This Agreement and the Note, Mortgage, Security Agreement <br />and any other instruments required hereunder have been duly executed and delivered and <br />are the legal, valid and binding obligations of the Borrower and the Entity Guarantor <br />enforceable in accordance with their respective terms. <br /> <br /> <br />(c)No litigation, tax claims or governmental proceedings are pending or <br />threatened against the Borrower, the Entity Guarantor or the Loan Property, and no <br />judgment or order of any court or administrative agency is outstanding against the <br />Borrower, the Entity Guarantor or the Loan Property which would have a material <br />adverse effect on Borrower, the Entity Guarantor or the Loan Property. <br /> <br /> <br />(d)Borrower and the Entity Guarantor have filed all tax returns (federal and <br />state) required to be filed for all prior years and paid all taxes shown thereon to be due, <br />including interest and penalties. Borrower and the Entity Guarantor will file all such <br />returns and pay all such taxes for the current and future years. <br /> <br />6 <br />464429v2 EL185-33 <br />