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payment hereunder, may be extended from time to time, and Borrowers consent to the release of <br />any party liable for the obligation evidenced by this Promissory Note, the release of any of the <br />security for this Note, the acceptance of any other security therefore, or any other indulgence or <br />forbearance whatsoever, all without notice to any party and without affecting the liability of <br />Borrowers. <br />Borrowers represent and warrant to Lender that Borrower will use the proceeds of the <br />loan evidenced by this Promissory Note solely for business purposes. <br />If Borrower defaults on the performance of one or more of Borrower's obligations under <br />this Promissory Note or upon the occurrence of any other "Event of Default" (as defined in the <br />Development Agreement or the City Loan Agreement), the entire outstanding principal balance <br />hereof and all accrued interest and other amounts due hereon shall, at the option of the Lender, <br />become immediately due and payable, without notice or demand, provided, however that if an <br />Event of Default described in Section 8.1(h) of the City Loan Agreement occurs, all sums <br />outstanding on this Note shall become immediately due and payable in full without notice or <br />demand whatsoever. <br />THIS NOTE SHALL BE CONSTRUED UNDER AND GOVERNED BY THE LAWS <br />OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS <br />OR PRINCIPLES THEREOF. WHENEVER POSSIBLE, EACH PROVISION OF THIS NOTE <br />AND ANY OTHER STATEMENT, INSTRUMENT OR TRANSACTION CONTEMPLATED <br />HEREBY OR RELATING HERETO, SHALL BE INTERPRETED IN SUCH MANNER AS <br />TO BE EFFECTIVE AND VALID UNDER SUCH APPLICABLE LAW, BUT, IF ANY <br />PROVISION OF THIS NOTE OR ANY OTHER STATEMENT, INSTRUMENT OR <br />TRANSACTION CONTEMPLATED HEREBY OR RELATING HERETO SHALL BE HELD <br />TO BE PROHIBITED OR INVALID UNDER SUCH APPLICABLE LAW, SUCH <br />PROVISION SHALL BE INEFFECTIVE ONLY TO THE EXTENT OF SUCH PROHIBITION <br />OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION <br />OR THE REMAINING PROVISIONS OF THIS NOTE OR ANY OTHER STATEMENT, <br />INSTRUMENT OR TRANSACTION CONTEMPLATED HEREBY OR RELATING <br />HERETO. <br />AT THE OPTION OF LENDER, THIS NOTE MAY BE ENFORCED IN MINNESOTA <br />STATE COURT SITTING IN ANOKA COUNTY; AND BORROWERS CONSENT TO THE <br />JURISDICTION AND VENUE OF SUCH COURT AND WAIVE ANY ARGUMENT THAT <br />VENUE IN SUCH FORUM IS NOT CONVENIENT. IN THE EVENT BORROWERS <br />COMMENCE ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY <br />TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE <br />RELATIONSHIP CREATED BY THIS NOTE, LENDER AT ITS OPTION SHALL BE <br />ENTITLED TO HAVE THE CASE TRANSFERRED TO THE JURISDICTION AND VENUE <br />ABOVE - DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER <br />APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE. <br />EACH OF THE BORROWERS AND LENDER IRREVOCABLY WAIVE ANY AND <br />ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR <br />RELATING TO THIS NOTE OR ANY OF THE LOAN DOCUMENTS (AS DEFINED IN <br />2701692v5 <br />01/19/11 <br />D -3 <br />