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dersigned to relocate its business operations from the City of Fridley to the City of Elk River by April 1,1998;or <br /> xvii)relocation of the business operations of the undersigned outside the City of Elk River after Aril 1,1998. <br /> Upon the occurrence of any such Even of Default,this Note automatically shall become immediately due and <br /> payable for the entire unpaid principal balance of this Note plus accrued interest and other charges,fees and expenses <br /> under this Note without any declaration,presentment, demand,protest,or other notice of any kind. Upon the <br /> occurrence of any other Event of Default and at any time thereafter,the then holder of this Note may,at its option, <br /> declare this Note to be immediately due and payable and thereupon this Note shall become due and payable for the <br /> entire unpaid principal balance of this Note plus accrued interest and other charges,fees and expenses under this Note <br /> without any 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 such <br /> holder of this Note;(iii)agrees that when or at any time after this Note becomes due the then holder of this Note may <br /> offset or charge the full amount owing on this Note against any account then maintained by the undersigned with such <br /> holder of this Note without notice;(iv)agrees to pay on demand all fees,costs and expenses of all present and future <br /> holders of this Note in connection with this Note and any security and guaranties for this Note,and any transactions <br /> and matters relating to this Note and to any security and guaranties for this Note,including but not limited to audit <br /> fees and expenses and reasonable attorneys'fees and legal expenses,plus interest on such amounts at the rate set forth <br /> in this Note;and(v)consents to the personal jurisdiction of the state and federal courts located in the State of <br /> Minnesota in connection with any controversy related in any way to this Note or any security or guaranty for this Note, <br /> or any transaction or matter relating to this Note or to any security or guaranty for this Note,waives any argument that <br /> venue in such forums is not convenient,and agree that any litigation initiated by the undersigned against the Lender <br /> or any other present or future holder of this Note relating in any way to this Note or any security or guaranty for this <br /> Note,or any transaction or matter relating to this Note or to any security or guaranty for this Note,shall be venued in <br /> either the District Court of Sherburne County,Minnesota,or the United States District Court,District of Minnesota. <br /> Interest on any amount under this Note shall continue to accrue,at the option of any present or future holder of this <br /> Note,until such holder receives final payment of such amount in collected funds in form and substance acceptable to <br /> 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 /> ghts 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 undersigned. <br /> This Note shall be governed by and construed in accordance with the laws of the State of Minnesota. <br /> THE UNDERSIGNED REPRESENTS, CERUFIES, WARRANTS AND AGREES THAT THE <br /> UNDERSIGNED HAS READ ALL OF THIS NOTE AND UNDERSTAND ALL OF THE PROVISIONS OF THIS <br /> NOTE. THE UNDERSIGNED ALSO AGREES THAT COMPLIANCE BY ANY PRESENT OR FUTURE HOLDER <br /> OF THIS NOTE WITH THE EXPRESS PROVISIONS OF THIS NOTE SHALL CONSTITUTE GOOD FAITH AND <br /> SHALL BE CONSIDERED REASONABLE FOR ALL PURPOSES. <br /> Northstar Die Ca (., L.L.C.,a Minnesota limited liability <br /> company Air . <br /> By: <br /> '4r- 6;),............- <br /> Its: <br /> , .GYBi/ <br /> By: /j4 <br /> Its: C`isiin.r-t <br /> • <br /> .. <br /> ... <br /> . . .. .. <br /> Phi11A 543264.2 —2— <br />