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(iv) any statement, representation or warranty made by any such Maker, endorser, guarantor, surety or
<br />other person or entity (or any representative of any such Maker, endorser, guarantor, surety or
<br />other person or entity) to the holder of this Note at any time shall be incorrect or misleading in any
<br />material respect when made; or
<br />(v) the holder of this Note shall in good faith believe that the prospect of due and punctual payment or
<br />performance of this Note or the due and punctual payment or performance of any other note,
<br />obligation, mortgage, deed of trust, assignment, guaranty, or other agreement heretofore, herewith
<br />or hereafter given to or acquired by the holder of this Note in connection with this Note is
<br />impaired.
<br />Upon the commencement of any proceeding under any bankruptcy law by or against any such Maker,
<br />endorser, guarantor, surety or other person or entity, the unpaid principal balance of this Note plus accrued interest
<br />and all other charges, fees and expenses under this Note shall automatically become immediately due and payable in
<br />full, 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 in full and thereupon the unpaid principal balance of this Note plus accrued interest
<br />and all other charges, fees and expenses under this Note shall immediately become due and payable in full, without
<br />any presentment, demand, protest or other notice of any kind.
<br />The Maker: (i) waives demand, presentment, protest, notice of protest, notice of dishonor and notice of
<br />nonpayment of this Note; (ii) agrees to promptly provide the holder of this Note from time to time with the Maker's
<br />financial statements and such other information respecting the financial condition, business and property of the
<br />Maker as the holder of this Note may request, in form and substance acceptable to the holder of this Note; (iii)
<br />agrees to pay on demand all fees, costs and expenses of the holder of this Note in connection with this Note and any
<br />transactions and matters relating to this Note, including but not limited to audit fees and expenses and reasonable
<br />attorneys' fees and legal expenses, plus interest on such amounts at the rate set forth in this Note; and (iv) consents
<br />to the personal jurisdiction of the state and federal courts located in the State of Minnesota in connection with any
<br />controversy related in any way to this Note or any transaction or matter relating to this Note, waives any argument
<br />that venue in such forums is not convenient, and agrees that any litigation initiated by the Maker against the Lender
<br />or any other holder of this Note relating in any way to this Note or any transaction or matter relating to this Note,
<br />shall be venued in either the District Court of Sherburne County, Minnesota, or the United States District Court,
<br />District of Minnesota. Interest on any amount under this Note shall continue to accrue, at the option of the holder of
<br />this Note, until such holder receives final payment of such amount in collected funds in form and substance
<br />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 the holder of this Note shall be cumulative and may be exercised singly, concurrently or
<br />successively. The Maker, if more than one, shall be jointly and severally liable under this Note, and the term
<br />"Maker", wherever used in this Note, shall mean the Maker or any one or more of them. All references in this Note
<br />to the holder of this Note shall mean the Lender and any and all other present and future holders of this Note. This
<br />Note shall bind the Maker and the heirs, representatives, successors and assigns of the Maker. This Note shall
<br />benefit the holder of this Note and its successors and assigns. This Note shall be governed by and construed in
<br />accordance with the internal laws of the State of Minnesota (excluding conflict of law rules).
<br />THE MAKER REPRESENTS AND WARRANTS TO THE LENDER AND AGREES THAT THE
<br />MAKER HAS READ ALL OF THIS NOTE AND UNDERSTANDS ALL OF THE PROVISIONS OF THIS
<br />NOTE.
<br />THE CITY OF ELK RIVER
<br />a municipal corporation
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