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200311223 W Liens for current taxes, assessments or other governmental charges or levies imposed upon the Debtor, its income or any of its properties, franchise or assets (including, without limitation, the Property) which are (A) not delinquent, or. (B) being contested in good faith by appropriate proceedings and as to which such reserves or other appropriate provisions as may be required by generally accepted accounting principles ( "GAAP ") are being maintained; (ii) statutory Liens, such as carriers', loggers', warehousemen's, mechanics', materialmen's, and repairmen's Liens, arising in the ordinary course of business securing obligations which (A) are not overdue, or (B) which are being contested in good faith and by appropriate proceedings and as to which such reserves or other appropriate provisions as may be required by GAAP are being maintained; (iii) Liens in favor of the Agent; (iv) Liens in existence on the date hereof and described on Exhibit B attached hereto; and (v) Extensions, renewals and refinancings of obligations for borrowed money described on Exhibit C attached hereto (collectively, the "Scheduled Debt Obligations ") so long as (A) each extension, renewal or refinancing occurs (1) no earlier than sixty (60) calendar days prior to the scheduled maturity of the applicable Scheduled Debt Obligations, or (2) earlier than sixty (60) calendar days prior to the scheduled maturity of the applicable Scheduled Debt Obligation so long as such extension, renewal or refinancing is on terms no less favorable to the Debtor than those that obtained prior to such extension, renewal or refinancing; (B) the principal balance of each Scheduled Debt Obligation so extended, renewed or refinanced is not increased; and (C) the terms of any such extension, renewal or refinancing are consistent with those that would obtain in an arms' length transaction between non - affiliates. Section 3. No Liens other than Permitted Encumbrances. Debtor represents and warrants that as of the date of this Agreement, there are no Liens against the Property, other than the Permitted Encumbrances. Section 4. Binding Effect. This Negative Pledge Agreement shall be binding upon the successors and assigns of Debtor and shall inure to the benefit of the Agent, the Lenders and their respective successors and assigns. Section 5. Governing Law. This Negative Pledge Agreement shall be construed and interpreted in accordance with and governed by the laws of the State of Minnesota. Section 6. Authority to File. The Debtor authorizes the Lender to file this Agreement, or a counterpart of this Agreement, in the real property records relating to the Real Property or any portion thereof. 15557320 l� [Remainder of page intentionally left blank; signature pages follow]