Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option, subject to Section 2.12(b) below (the “LIBOR Option”) to have interest on all or a portion of the Advances be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of # the last day of the Interest Period applicable thereto; provided, that, subject to the [following clauses (ii) and (iii)])], in the case of any Interest Period greater than three (3) months in duration, interest shall be payable at three (3) month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period); # the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or # the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have properly exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate.

Interest Account and Interest Computations. The Administrative Agent shall record in an account or accounts maintained by the Administrative Agent on its books # the Applicable Interest Rate for the Loans; # the date and amount of each principal and interest payment on each Loan; and # such other information as the Administrative Agent may determine is necessary for the computation of interest payable by the Borrower hereunder consistent with the basis hereof. The Borrower agrees that all computations by the Administrative Agent of interest shall be deemed prima facie to be correct in the absence of manifest error.

Interest Account and Interest Computations. The Administrative Agent shall record in an account or accounts maintained by the Administrative Agent on its books # the Applicable Interest Rate for the Loans; # the date and amount of each principal and interest payment on each Loan; and # such other information as the Administrative Agent may determine is necessary for the computation of interest payable by the Borrower hereunder consistent with the basis hereof. The Borrower agrees that all computations by the Administrative Agent of interest shall be deemed prima facie to be correct in the absence of manifest error.

Buyer’s Insurance. Buyer and Buyer’s Agents entering upon the Property shall carry the following: # property damage, bodily or personal injury or death insurance with limits of not less than $1,000,000 per occurrence, # excess (umbrella) liability insurance with limits of not less than $5,000,000 per occurrence (provided, however, that the immediately preceding requirement in clause (ii) shall not apply to Buyer’s Agents), # comprehensive automobile liability insurance with a $1,000,000 combined single limit, # employer’s liability insurance with a limit of $1,000,000 per occurrence; and # worker’s compensation insurance in compliance with applicable statutory requirements. Upon request of Seller, prior to any entry onto the Property by Buyer or Buyer’s Agents, Buyer shall deliver to Seller certificates evidencing that Buyer and Buyer’s Agents entering the Property carry and maintain the foregoing insurance, in all cases naming Seller as an additional insured party thereunder. Buyer’s insurance shall be on a primary and non-contributory basis.

Section # Non-Performing Assets to Tangible Primary Capital Ratio. The Borrower will not permit the ratio of Non-Performing Assets to Tangible Primary Capital of any Subsidiary Bank, (expressed as a percentage), as of the last day of each fiscal quarter ending # on or after March 31, 2019 to and including March 31, 2020, to be greater than 15.00%, and # on or after June 30, 2020, to be greater than 20.00%.

Principal and Interest. Payments of principal and interest due under this Note, if not sooner declared to be due in accordance with the provisions hereof, shall be made as follows (each such date when a payment is due and payable, a “Payment Date”):

In respect of Advances made under Facility A, the Borrower agrees to pay the following:

Expenses and Interest. If, after a Change in Control of the Company, # a dispute arises with respect to the enforcement of the Executive’s rights under this Agreement or # any legal or arbitration proceeding shall be brought to enforce or interpret any provision contained herein or to recover damages for breach hereof, in either case so long as the Executive is not acting in bad faith, then the Company shall reimburse the Executive for any reasonable attorneys’ fees and necessary costs and disbursements incurred as a result of the dispute, legal or arbitration proceeding (“Expenses”), and prejudgment interest on any money judgment or arbitration award obtained by the Executive calculated at the rate of interest announced by U.S. Bank National Association, Minneapolis, Minnesota, from time to time at its prime or base lending rate from the date that payments to him or her should have been made under this Agreement. Within ten days after the Executive’s written request therefore (but in no event later than the end of the calendar year following the calendar year in which such Expense is incurred), the Company shall reimburse the Executive, or such other person or entity as the Executive may designate in writing to the Company, the Executive’s reasonable Expenses.

Interest and Fees. Any prepayment made pursuant to this Section 2.05 (other than prepayments made pursuant to [subsection (c)(vii)] of this Section 2.05) shall be accompanied by # accrued interest on the principal amount being prepaid to the date of prepayment, # any Funding Losses payable pursuant to Section 2.08, # the Applicable Premium, if any, payable in connection with such prepayment of the Loans to the extent required under [Section 2.06(b) and (iv)])] if such prepayment would reduce the amount of the outstanding Loans to zero at a time when the Total Revolving Credit Commitment has been terminated, such prepayment shall be accompanied by the payment of all fees accrued to such date pursuant to Section 2.06.

In respect of Advances under Facility A, the Borrower agrees to pay the following to the Agent on behalf of the Lenders (or if specified below, to the Issuing Bank for its own account):