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1. LOAN PROCEEDS AND PAYMENTS. <br />A. Borrower shall comply with all terms and conditions of the Mortgage and Promissory <br />Note of even date herewith, copies of which have been attached hereto and incorporated <br />herein by this reference as Exhibit II and Exhibit III, respectively. In addition, Borrower <br />agrees to comply with the applicable provisions of the Development Agreement covering <br />the Subject Property dated December 6, 2004. Lender shall use the payments in its <br />Program Income Plan as required by the terms of its grant from the State of Minnesota <br />Department of Employment and Economic Development. <br />B. Conditions. The obligation of Lender to make the Loan shall be subject to the <br />satisfaction at or before the first Loan Disbursement and each subsequent Loan <br />Disbursement (the date on which this Agreement has been executed and delivered by both <br />parties and the first Loan Disbursement has been made is referred to herein as the <br />"Closing") of the following conditions precedent: <br />1. The representations and warranties made herein shall be true and correct on and as <br />of the date of each Loan Disbursement hereunder with the same effect as if made on such <br />date, and Lender shall have received such assurances in this respect as Lender may <br />reasonably require. <br />2. Borrower shall have performed and complied with all terms and conditions of this <br />Agreement and any other agreements regarding the Loan required to be performed or <br />complied with by Borrower at or before the time of the Closing and, at the time of the <br />Closing and the particular Loan Disbursement there shall exist no Event of Default (as <br />herein defined) or condition which might, with or without the passage of time or the <br />giving of notice or both, result in an Event of Default by Borrower under this Loan. <br />3. Borrower shall have delivered to Lender the following documents: <br />a. The Note duly executed by an authorized officer or partner of Borrower; <br />b. Two counterparts of this Agreement duly executed by an appropriate <br />officer or partner of Borrower; <br />c. Original certificates of legal existence and good standing for Borrower <br />and/or its general partners, as the case may be, issued by the Secretary of State of the state <br />of incorporation, dated within thirty (30) days of the closing; <br />d. A copy of the Partnership Agreement then in effect, certified by the Clerk <br />or other appropriate officer or partner of Borrower; <br />2 <br />