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The Loan proceeds will be used only towards the cost of acquisition of equipment to be used at <br />the Loan Property. <br />2. Equipment and Security Interest. The Entity Guarantor has provided Lender a <br />preliminary list of the Equipment to be acquired with the proceeds of the Loan that shall be <br />subject to the first lien Equipment Security Interest, which is attached as Exhibit A. The Security <br />Agreement will provide Lender with a first priority security interest in such Equipment and a <br />second priority security interest in all other Equipment of the Entity Guarantor located in <br />Minnesota. <br />3. Documents to be Delivered. Borrower covenants and agrees to immediately <br />cause the compliance with the following conditions: <br />(a) Note. Deliver to Lender the Note. <br />(b) Security Agreemen . Deliver to Lender the Security Agreement, together <br />with evidence that a UCC -1 Financing Statement has been or will be duty filed for <br />record. <br />(c) Personal Guaranty. Deliver to Lender the Personal Guaranty. <br />(d) Entity Guaranty. Deliver to Lender the Entity Guaranty. <br />(e) Organizational Documents and Resolutions. Deliver to Lender copies of <br />the (i) articles of organization for Borrower certified by the Minnesota Secretary of State, <br />(ii) certificate of good standing for Borrower issued by the Minnesota Secretary of State; <br />(iii) Borrower's operating agreement, member control agreement and bylaws; and (iv) <br />certified resolutions of Borrower authorizing the execution and delivery of this <br />Agreement, the Note and any other document to be executed by Borrower pursuant to <br />this Agreement. <br />(f) Organizational Documents and Resolutions. Deliver to Lender copies of <br />the (i) articles of incorporation for Entity Guarantor certified by the Minnesota Secretary <br />of State, (ii) certificate of good standing for Entity Guarantor issued by the Minnesota <br />Secretary of State; (iii) Entity Guarantor's bylaws; and (iv) certified resolutions of Entity <br />Guarantor authorizing the execution and delivery of the Entity Guaranty, the Security <br />Agreement and any other document to be executed by Entity Guarantor pursuant to this <br />Agreement. <br />(g) Insurance. Deliver to Lender: (i) a certificate or policy for all insurance <br />required, under the terms hereof to be maintained by Borrower; and (ii) evidence that no <br />part of the Loan Property is located in an area designated as being a flood plain or flood <br />hazard area as defined by the Flood Hazard Boundary Map published by the Federal <br />Insurance Administration. <br />2 <br />473881v2 ELI 85-39 <br />