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5 <br />611366v1EL185-30 <br />Lender. Lender and its representatives shall have the right to inspect, examine and copy all such <br />books and records of Borrower and Borrower shall, at Lender’s request, furnish such information <br />as Lender may reasonably demand. Borrower shall also ensure that Entity Guarantor maintains <br />accurate and complete books, accounts, and records in regard to the Equipment in a manner <br />reasonably acceptable to Lender. Lender and its representatives shall have the right to inspect, <br />examine and copy all such books and records of Entity Guarantor and Entity Guarantor shall, at <br />Lender’s request, furnish such information as Lender may reasonably demand. <br /> <br />9. Encumbrances and Transfer. Other than the First Lien Mortgage and the Lease to <br />the Entity Guarantor, Borrower agrees not to sell, transfer, lease or convey the Loan Property or <br />any part of it, or any interest therein, or encumber the Loan Property or any part of it, in any <br />manner, without written consent of Lender which consent may be granted or withheld in the sole <br />discretion of Lender. This requirement shall apply to each and every sale, transfer, lease or <br />conveyance, whether voluntary or involuntary and whether or not Lender has consented to any <br />such prior sale, transfer lease or conveyance. The Entity Guarantor has agreed, pursuant to the <br />Security Agreement, not to sell, transfer, lease or convey the Equipment or any part of it, or any <br />interest therein, or encumber the Equipment or any part of it, in any manner, without the written <br />consent of Lender which consent may be granted or withheld in the sole discretion of Lender. <br />This requirement shall apply to each and every sale, transfer, lease or conveyance, whether <br />voluntary or involuntary and whether or not Lender has consented to any such prior sale, transfer <br />lease or conveyance. <br /> <br />10. Time of Essence. Time is of the essence in the performance of this <br />Agreement. <br /> <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 /> <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 /> <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; keep unimpaired the <br />rights of Borrower and/or Entity Guarantor under any permit or agreement issued or <br />made by the City or other governmental body having jurisdiction over the Loan Property; <br />and to enforce the prompt performance of all of the terms, covenants and conditions to be <br />kept and performed by the City or other governmental body having jurisdiction over the <br />Loan Property, respectively, under any permits or agreements issued or made by the City <br />or such other governmental bodies, and any contractors under all contracts obtained or <br />held by Borrower and/or Entity Guarantor in connection with construction or operation of <br />the Borrower or Entity Guarantor’s businesses. <br />