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3 <br />EL185\79\955722.v2 <br />4. Disbursement of Loan. Upon receipt by Lender of all of the items required <br />pursuant to Section 3 above in the form and condition required therein, Lender agrees to disburse <br />the Loan proceeds to Borrower. All of the proceeds of the Loan shall be used by the Borrower <br />for the Project. Prior to such disbursement, the Lender shall have received from the Borrower <br />such documentary evidence as the Lender deems necessary or appropriate, clearly demonstrating <br />the use of the requested disbursement for Project related costs, all of which shall be subject to the <br />Lender's approval. <br />5. Access to Loan Property. Lender and its respective representatives shall have at <br />all reasonable times the right to enter and have free access to the Loan Property and the right to <br />inspect the Loan Property. <br />6. Books and Records. Borrower agrees to maintain accurate and complete books, <br />accounts and records in regard to the Loan Property and Equipment in a manner reasonably <br />acceptable to Lender. At Lender’s request, the Borrower shall furnish all such books, accounts <br />and records to the Lender’s municipal or financial advisor as reasonably demanded. The <br />Lender’s municipal advisor or financial advisor shall have the right to inspect, examine and copy <br />all such books, accounts and records. The Borrower will not be required to provide their books, <br />accounts and records directly to the Lender. At the time of Lender’s request of Borrower’s <br />books, accounts and records, the Borrower, Lender, and municipal or financial advisor shall <br />enter into a non-disclosure agreement regarding the use and confidentiality of such information. <br />The Borrower shall pay all costs associated with any analysis undertaken by the Lender’s <br />municipal or financial advisor and all costs and attorneys fees with respect to the drafting and <br />negotiation of any non-disclosure agreement. <br />7. Encumbrances and Transfer. Other than any mortgage in favor of the Bank of Elk <br />River to finance improvements to or operations at the Loan Property, the Mortgage in favor of <br />the City of Elk River, and the Lease from the Landlord to the Borrower, Borrower agrees not to <br />sell, transfer, lease or convey the Loan Property or any part of it, or any interest therein, or <br />encumber the Loan Property or any part of it, in any manner, without written consent of Lender <br />which consent may be granted or withheld in the sole discretion of Lender. This requirement <br />shall apply to each and every sale, transfer, lease or conveyance, whether voluntary or <br />involuntary and whether or not Lender has consented to any such prior sale, transfer lease or <br />conveyance. Borrower has agreed, pursuant to the Security Agreement, not to sell, transfer, <br />lease or convey the Equipment or any part of it, or any interest therein, or encumber the <br />Equipment or any part of it, in any manner, without the written consent of Lender which consent <br />may be granted or withheld in the sole discretion 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. <br />8. Time of Essence. Time is of the essence in the performance of this <br />Agreement. <br />9. Assignability. The Borrower shall not assign this Agreement without written <br />consent of Lender, which consent may be withheld, conditioned or delayed in Lender’s sole <br />Page 18 of 104