AMENDED AND RESTATED DEPOSIT ACCOUNT PLEDGE AND CONTROL AGREEMENT

1.

PLEDGE. The Pledgor hereby grants to the Lender a security interest (the “Security Interest”) in and to all of the Pledgor’s right, title and interest in and to the following collateral: Account No. _________ (the “Account”) held with Lender, together with all financial assets, security entitlements with respect to such financial assets, investment property, securities and other property in the Account (collectively, the “Collateral”), together with all substitutions and replacements for and products and proceeds of any of the foregoing property, to secure the payment and performance of the Obligations. The Pledgor shall execute and deliver to the Lender any and all documents and instruments as the Lender may determine necessary in order to perfect and maintain the Security Interest granted hereunder in and to the Collateral.

2.

CONTROL/PERFECTION. Pledgor hereby grants the Lender control of the Account for the purposes of the Lender perfecting its security interest in the Account. Pledgor acknowledges and agrees that the Lender has a first priority perfected security interest in the Collateral. Pledgor hereby consents to the filing of a UCC-1 financing statement in connection with the security interest granted herein in the event the Lender determines, in its sole discretion, that the filing of a UCC-1 financing statement is necessary or advisable. During the term of this Agreement, Lender shall have the sole authority to direct the disposition of funds in the Account, without further consent by the Pledgor or any other person subject to the terms and conditions of this Agreement, and the Pledgor shall not be entitled to withdraw any funds from the Account or take any other action with respect to the Account without the prior written consent of the Lender, which may be withheld in the Lender’s sole and absolute discretion. Without limiting the generality of the foregoing, the Credit Agreements provides for the application of funds in the Account to the outstanding principal balance of the Obligations (as defined in the Credit Agreements) upon the occurrence and during the continuance of an Event of Default, as more particularly described in the Credit Agreements.

3.

COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PLEDGOR. As further security for the full and faithful performance of the Obligations and the payment in full of the Obligations, the Pledgor covenants, represents and warrants to the Lender as follows:

(a)

The Pledgor’s right to the Collateral is not subject to any defense, right, setoff or counterclaim and the Pledgor will defend and indemnify the Lender against all claims or demands of all persons other than the Lender. No financing statement covering all or any of the Collateral is on file in any public office.

(b)

The Pledgor shall not sell, convey, assign, pledge, mortgage, grant a security interest in or otherwise transfer or encumber all or any part of the Pledgor’s interest in the Collateral or other property pledged as security hereunder without the prior written consent of the Lender.

(c)

The Pledgor has made no other assignment, transfer, conveyance, pledge, mortgage or grant of a security interest in the Collateral.

(d)

The Pledgor hereby acknowledges that this Agreement and the pledge and security granted hereby is supported by good and valuable consideration and is binding upon the Pledgor.

(e)

The Pledgor has full power and authority to execute this Agreement and to grant the security interest in the Collateral which it has granted hereunder.

(f)

The Pledgor will at any time hereafter execute such control agreements, financing statements or other instruments or take such actions as the Lender may request to establish, maintain and perfect the Lender’s security interest in the Collateral.

(a)

The Lender may, at its option, declare all or any part of the Obligations immediately due and payable without presentment or other notice or demand and exercise any and all rights under the Credit Agreements, the Notes and the documents related thereto.

(b)

The Lender may, at its option and in the name of the Pledgor or otherwise, collect and dispose of all or any part of the Collateral, to the extent permitted under the terms of the Uniform Commercial Code as in effect in the State of Minnesota, and the Lender is specifically authorized to apply all proceeds from the disposition of any and all Collateral toward payment of the Obligations.

(c)

At the Lender’s request, the Pledgor shall cooperate with the Lender and do all things necessary to enable the Lender to sell any and all of the Collateral, in compliance with all applicable securities and other laws and regulations, including but not limited to providing the Lender with financial statements and projections, tax returns, legal opinions and other information requested by the Lender.

(d)

The Lender may exercise or enforce any and all rights or remedies available to the Lender by law or agreement against the Pledgor.

(e)

The Lender may apply the funds in the Account to the Obligations, in a manner in which the Lender determines in its sole discretion.

7.

WAIVER. The remedies provided herein, in the Credit Agreements, in the Notes, in the Loan Documents, or otherwise available to the Lender at law or in equity are cumulative. No delay or failure by the Lender in the exercise of any right or remedy shall constitute a waiver thereof and no single or partial exercise by the Lender of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy.

8.

NOTICES. All notices, requests, demands and other communications hereunder shall be deemed to have been given when personally delivered or deposited in the United States mail, mailed first class, registered or certified, postage prepaid, addressed to the last known address of the respective parties.

9.

GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota.

10.

TAXES. The Pledgor shall be responsible for the payment of all state and federal taxes payable as a result of any sale of any and all of the Collateral.

11.

BINDING EFFECT. This Agreement shall be binding upon and inure to the parties hereto and their heirs, assigns and successors.

12.

SEVERABILITY. In the event any provision hereof is determined to be unenforceable or invalid, such provision or such part thereof which may be unenforceable shall be deemed severed from this Agreement and the remaining provisions carried out with the same force and effect as if the severed provision or part thereof had not been made a part hereof.

13.

COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties may execute this Agreement by signing any such counterparts.

14.

AMENDMENT AND RESTATEMENT. This Agreement amends and restates in its entirety that certain Deposit Account Pledge And Control Agreement dated March 27, 2020, executed by Pledgor in favor of Lender.