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B. Insolvency or Bankruptcy. The death, dissolution or insolvency of, appointment of a receiver by or on behalf of, application of
<br />any debtor relief law, the assignment for the benefit of creditors by or on behalf of, the voluntary or involuntary termination of
<br />existence by, or the commencement of any proceeding under any present or future federal or state insolvency, - bankruptcy,
<br />reorganization, composition or debtor relief law by or against me or any co- signer, endorser, surety or guarantor of this Note or any
<br />other obligations I have with you.
<br />C. Business Termination. 1 merge, dissolve, reorganize, end my business or existence, or a partner or majority owner dies or is
<br />declared legally incompetent.
<br />D. New Organizations. Without your written consent, I organize, merge into, or consolidate with an entity; acquire all or
<br />substantially all of the assets of another; materially change the legal structure, management, ownership or financial condition; or
<br />effect or enter into a domestication, conversion or interest exchange.
<br />E. Failure to Perform. I fail to perform any condition or to keep any promise or covenant of this Note.
<br />F. Other Documents. A default occurs under the terms of any other Loan Document.
<br />G. Other Agreements. I am in default on any other debt or agreement I have with you.
<br />H. Misrepresentation. I make any verbal or written statement or provide any financial information that is untrue, inaccurate, or
<br />conceals a material fact at the time it is made or provided.
<br />1. Judgment. I fail to satisfy or appeal any judgment against me.
<br />J. Forfeiture. The Property is used in a manner or for a purpose that threatens confiscation by a legal authority.
<br />K. Name Change. I change my name or assume an additional name without notifying you before making such a change.
<br />L. Property Transfer. I transfer all or a substantial part of my money or property.
<br />M. Property Value. You determine in good faith that the value of the Property has declined or is impaired.
<br />N. Material Change. Without first notifying you, there is a material change in my business, including ownership, management, and
<br />financial conditions.
<br />O. Insecurity. You determine in good faith that a material adverse change has occurred in my financial condition from the
<br />conditions set forth in my most recent financial statement before the date of this Note or that the prospect for payment or
<br />performance of the Loan is impaired for any reason.
<br />10. DUE ON SALE OR ENCUMBRANCE. You may, at your option, declare the entire balance of this Note to be immediately due and
<br />payable upon the creation of, or contract for the creation of, any lien, encumbrance, transfer or sale of all or any part of the Property.
<br />This right is subject to the restrictions imposed by federal law (12 C.F.R. 591), as applicable.
<br />11. WAIVERS AND CONSENT. To the extent not prohibited by law, I waive protest, presentment for payment, demand, notice of
<br />acceleration, notice of intent to accelerate and notice of dishonor.
<br />A. Additional Waivers By Borrower. In addition, 1, and any party to this Note and Loan, to the extent permitted by law, consent to
<br />certain actions you may take, and generally waive defenses that may be available based on these actions or based on the status of
<br />a party to this Note.
<br />(1) You may renew or extend payments on this Note, regardless of the number of such renewals or extensions.
<br />(2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co- signer.
<br />(3) You may release, substitute or impair any Property securing this Note.
<br />(4) You, or any institution participating in this Note, may invoke your right of set -off.
<br />(5) You may enter into any sales, repurchases or participations of this Note to any person in any amounts and I waive notice
<br />of such sales, repurchases or participations.
<br />(6) 1 agree that any of us signing this Note as a Borrower is authorized to modify the terms of this Note or any instrument
<br />securing, guarantying or relating to this Note.
<br />(7) 1 agree that you may inform any party who guarantees this Loan of any Loan accommodations, renewals, extensions,
<br />modifications, substitutions or future advances.
<br />B. No Waiver By Lender. Your course of dealing, or your forbearance from, or delay in, the exercise of any of your rights,
<br />remedies, privileges or right to insist upon my strict performance of any provisions contained in this Note, or any other Loan
<br />Document, shall not be construed as a waiver by you, unless any such waiver is in writing and is signed by you.
<br />12. REMEDIES. After I default, you may at your option do any one or more of the following.
<br />A. Acceleration. You may make all or any part of the amount owing by the terms of this Note immediately due.
<br />B. Sources. You may use any and all remedies you have under state or federal law or in any Loan Document.
<br />C. Insurance Benefits. You may make a claim for any and all insurance benefits or refunds that may be available on my default.
<br />D. Payments Made On My Behalf. Amounts advanced on my behalf will be immediately due and may be added to the balance
<br />owing under the terms of this Note, and accrue interest at the highest post- maturity interest rate.
<br />E. Set -Off. You may use the right of set -off. This means you may set -off any amount due and payable under the terms of this
<br />Note against any right I have to receive money from you.
<br />My right to receive money from you includes any deposit or share account balance I have with you; any money owed to me on an
<br />item presented to you or in your possession for collection or exchange; and any repurchase agreement or other non - deposit
<br />obligation. "Any amount due and payable under the terms of this Note" means the total amount to which you are entitled to
<br />demand payment under the terms of this Note at the time you set -off.
<br />Subject to any other written contract, if my right to receive money from you is also owned by someone who has not agreed to pay
<br />this Note, your right of set -off will apply to my interest in the obligation and to any other amounts 1 could withdraw on my sole
<br />request or endorsement.
<br />Your right of set -off does not apply to an account or other obligation where my rights arise only in a representative capacity. It
<br />also does not apply to any Individual Retirement Account or other tax - deferred retirement account.
<br />You will not be liable for the dishonor of any check when the dishonor occurs because you set -off against any of my accounts. I
<br />agree to hold you harmless from any such claims arising as a result of your exercise of your right of set -off.
<br />F. Waiver. Except as otherwise required by law, by choosing any one or more of these remedies you do not give up your right to
<br />use any other remedy. You do not waive a default if you choose not to use a remedy. By electing not to use any remedy, you do
<br />not waive your right to later consider the event a default and to,use any remedies if the default continues or occurs again.
<br />13. COLLECTION EXPENSES AND ATTORNEYS' FEES. On or after the occurrence of an Event of Default, to the extent permitted by
<br />law, I agree to pay all expenses of collection, enforcement or protection of your rights and remedies under this Note or any other Loan
<br />Document. Expenses include, but are not limited to, attorneys' fees, court costs and other legal expenses. If not paid immediately,
<br />these expenses will bear interest from the date of payment until paid in full at the highest interest in effect as provided in the terms of
<br />this Note. All fees and expenses will be secured by the Property I have granted to you, if any. In addition, to the extent permitted by
<br />the United States Bankruptcy Code, I agree to pay the reasonable attorneys' fees incurred by you to protect your rights and interests
<br />in connection with any bankruptcy proceedings initiated by or against me.
<br />Minnesota Promissory Note Initials _
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