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<br />2 <br />491713v1 EL185-46 <br /> <br />2. Equipment and Security Interest. The Borrower has provided Lender a list of the <br />Equipment that shall be subject to the security interest in the Equipment, which is attached as <br />Exhibit A. The Security Agreement will provide Lender with a first priority security interest in a <br />portion of the Equipment and a second priority lien in a portion of the Equipment. Borrower <br />hereby consents to the Lender recording a UCC-1 Filing Statement with respect to all such <br />Equipment. <br /> <br />3. Documents to be Delivered. Borrower covenants and agrees to immediately <br />cause the compliance with the following conditions: <br /> <br />(a) Note. Deliver to Lender the Note. <br /> <br />(b) Security Agreement. Deliver to Lender the Security Agreement, together <br />with evidence that a UCC-1 Financing Statement has been or will be duly filed for <br />record. <br /> <br />(c) Personal Guaranty. Deliver to Lender the Personal Guaranty. <br /> <br />(d) Organizational Documents and Resolutions. Deliver to Lender copies of <br />the (i) articles of incorporation for the Borrower certified by the Minnesota Secretary of <br />State, (ii) a certificate of good standing for the Borrower issued by the Minnesota <br />Secretary of State; (iii) bylaws for the Borrower; and (iv) a certified resolution of the <br />Borrower authorizing the execution and delivery of this Agreement, the Note and any <br />other document to be executed by Borrower pursuant to this Agreement. <br /> <br />(e) 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 /> <br />(f) Compliance with Laws, Etc. Deliver to Lender such evidence as Lender <br />may require as to the compliance of the Loan Property with: (i) all applicable laws, <br />codes, rules, regulations and ordinances, including, without limitation, those relative to <br />environmental protection, protection of wetlands, building and zoning matters and the <br />Americans with Disabilities Act; and (ii) the requirements of any restrictive covenants, <br />conditions and restrictions; conditional use permit or planned unit development <br />applicable to the Loan Property. <br /> <br />(g) Program Fee. Deliver to Lender the program fee of $2,000. <br /> <br />(h) A form of subordination from the Bank of Elk River subordinating its <br />interest in the Zeiss Contura Q2 Inspection Machine. <br /> <br />Lender may waive any of the above requirements in its sole discretion.