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approval of any Person,, including the Partners, other than any consent or approval which has been obtained and provided to the Secured Party. SECTION 3.2. Liens and Priority. The Collateral is free and clear of any Liens except for Permitted Liens. The security interest granted by the Pledgor to the Secured Party pursuant to this Agreement is a first priority and indefeasible security interest in the Collateral. The Pledgor has not made any prior sale, transfer, assignment or pledge of the Collateral, and the Collateral is not subject to any security interest, adverse claim, or other encumbrances whatsoever. SECTION 3.3. Principal Office. The principal office and place of business of the Pledgor is located at 971 Sibley Memorial Highway, Mendota Heights, Minnesota 55118. SECTION 3.4. Proceedings. There are no actions or proceedings, threatened or pending, which in any way might materially adversely affect (i) the rights of the Secured Party under this Agreement, (ii) the Pledgor's ability to perform its obligations hereunder, (iii) title to the Collateral, or (iv) the validity or priority of the security interest in the Collateral created and granted by this Agreement. ARTICLE IV COVEN ANTS OFPLEDGOR The Pledgor covenants and agrees with the Secured Party as follows.- SECTION 4.1. Title, Liens and Taxes. The Pledgor shall, at the cost and expense of the Pledgor, take any and all actions necessary to defend the title to the Collateral against all Persons and against any adverse Lien of any nature whatsoever except Permitted Liens and to defend the Lien of the Secured Party in the Collateral and the priority (or intended priority) thereof. Except to the extent contested in good faith, the Pledgor will pay all taxes and assessments levied or placed on the Collateral prior to the date when any interest or penalty would accrue for the nonpayment thereof. SECTION 4.2. Further Assurances. The Pledgor shall defend title to the Collateral against all Persons and will, upon request of the Secured Party, (a) furnish such further assurances of title as may be reasonably required by the Secured Party, and (b) deliver and execute or cause to be delivered and executed,, in form and content reasonably satisfactory to the Secured Party, any financing, continuation or termination statement,, assignment,, security agreement,, control agreement,, deposit account control agreement,, or other document as the Secured Party may request in order to perfect, preserve, maintain, or continue the perfection of the Secured Party's security interest in the Collateral and/or its priority. The Pledgor will pay to the Secured Party on demand by the Secured Party the reasonable costs of preparing and filing any financing, continuation or termination statement as well as any recordation or transfer tax required by law to be paid in connection with the filing or recording of any such statement. A carbon, photographic, or other reproduction of an assignment, a security agreement or a financing statement is sufficient as a financing statement. Upon request of the Secured Party, the Pledgor shall deliver to the Secured Party all evidence of its ownership of the Collateral as may be required by the Secured Party. The Pledgor will immediately # 420053 011367-0283 r0i