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other person) to any present or future holder of this Note at any time shall be incorrect or misleading in any material
<br /> respect when made; or(xiii) there is a material adverse change in the condition(financial or otherwise),business or
<br /> property of any such maker, endorser, guarantor, surety or other person; or(xiv) any present or future holder of this
<br /> Note shall in good faith believe that the prospect of due and punctual payment or performance of this Note or the due
<br /> and punctual payment or performance of any other note, obligation, mortgage, guaranty, or other agreement
<br /> heretofore,herewith or hereafter given to or acquired by any present or future holder of this Note in connection with
<br /> this Note is impaired; or(xv)a default by the undersigned on any obligations they owe to other creditors.
<br /> Upon the commencement of any proceeding under any bankruptcy law by or against any such maker,
<br /> endorser, guarantor, surety or other person, this Note automatically shall become immediately due and payable for
<br /> the entire unpaid principal balance of this Note plus accrued interest and other charges, fees and expenses under this
<br /> Note without any declaration,presentment,demand,protest,or other notice of any kind. Upon the occurrence of any
<br /> other Event of Default and at any time thereafter,the then holder of this Note may, at its option, declare this Note to
<br /> be immediately due and payable and thereupon this Note shall become due and payable for the entire unpaid
<br /> principal balance of this Note plus accrued interest and other charges,fees and expenses under this Note without any
<br /> presentment, demand,protest or other notice of any kind.
<br /> The undersigned(i)waives demand,presentment,protest,notice of protest,notice of dishonor and notice of
<br /> nonpayment of this Note;(ii)agrees to promptly provide all present and future holders of this Note from time to time
<br /> with financial statements of the undersigned and such other information respecting the financial condition,business
<br /> and property of the undersigned as any such holder of this Note may request, in form and substance acceptable to
<br /> such holder of this Note; (iii) agrees that when or at any time after this Note becomes due the then holder of this
<br /> Note may offset or charge the full amount owing on this Note, or any portion thereof, against any account then
<br /> maintained by the undersigned with such holder of this Note without notice; (iv) agrees to pay on demand all fees,
<br /> costs and expenses of all present and future holders of this Note in connection with this Note and any security and
<br /> guaranties for this Note, and any transactions and matters relating to this Note and to any security and guaranties for
<br /> this Note,including but not limited to audit fees and expenses and reasonable attorneys'fees and legal expenses,plus
<br /> interest on such amounts at the rate set forth in this Note;and(v)consents to the personal jurisdiction of the state and
<br /> federal courts located in the State of Minnesota in connection with any controversy related in any way to this Note or
<br /> any security or guaranty for this Note,or any transaction or matter relating to this Note or to any security or guaranty
<br /> for this Note,waives any argument that venue in such forums is not convenient, and agree that any litigation initiated
<br /> by the undersigned against the Lender or any other present or future holder of this Note relating in any way to this
<br /> Note or any security or guaranty for this Note, or any transaction or matter relating to this Note or to any security or
<br /> guaranty for this Note, shall be venued in either the District Court of Sherburne County, Minnesota, or the United
<br /> States District Court, District of Minnesota. Interest on any amount under this Note shall continue to accrue, at the
<br /> option of any present or future holder of this Note, until such holder receives final payment of such amount in
<br /> collected funds in form and substance acceptable to such holder.
<br /> No waiver of any right or remedy under this Note shall be valid unless in writing executed by the holder of
<br /> this Note, and any such waiver shall be effective only in the specific instance and for the specific purpose given. All
<br /> rights and remedies of all present and future holders of this Note shall be cumulative and may be exercised singly,
<br /> concurrently or successively. This Note shall bind the undersigned and the successors and assigns of the
<br /> undersigned. This Note shall be governed by and construed in accordance with the laws of the State of Minnesota.
<br /> THE UNDERSIGNED REPRESENTS, CERTIFIES, WARRANTS AND AGREES THAT THE
<br /> UNDERSIGNED HAS READ ALL OF THIS NOTE AND UNDERSTAND ALL OF THE PROVISIONS OF
<br /> THIS NOTE. THE UNDERSIGNED ALSO AGREES THAT COMPLIANCE BY ANY PRESENT OR FUTURE
<br /> HOLDER OF THIS NOTE WITH THE EXPRESS PROVISIONS OF THIS NOTE SHALL CONSTITUTE GOOD
<br /> FAITH AND SHALL BE CONSIDERED REASONABLE FOR ALL PURPOSES.
<br /> -2-
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