TO INDEMNIFY, EXONERATE AND HOLD LENDER AND
ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (THE "INDEMNIFIED PARTIES") FREE
AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS,
LOSSES, LIABILITIES AND DAMAGES, AND EXPENSES IN CONNECTION THEREWITH INCLUDING,
WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS (THE
"INDEMNIFIED LIABILITIES"), INCURRED BY THE INDEMNIFIED PARTIES OR ANY OF THEM
AS A RESULT OF, OR ARISING OUT OF, OR RELATING TO:
(1)
ANY TRANSACTION FINANCED OR TO BE FINANCED IN WHO LE OR IN PART
DIRECTLY OR INDIRECTLY WITH PROCEEDS OF ANY CREDIT EXTENSION HEREUNDER, OR
(2)
THE EXECUTION, DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS
AGREEMENT OR ANY DOCUMENT EXECUTED PURSUANT HERETO BY ANY OF THE INDEMNIFIED
PARTIES.
except for any such Indemnified Liabilities arising on account of any
Indemnified Party's gross negligence or willful misconduct.
30
If and to the extent that the foregoing undertaking may be unenforceable for any
reason, Borrower hereby agrees to make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities which is permissible
under applicable law.
The provisions of this Paragraph shall survive
termination of this Agreement.
(F)
THIS AGREEMENT IS MADE UNDER AND SHALL BE GOVERNED BY AND
INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF MINNESOTA,
EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR
THE ENFORCEMENT OF ANY REMEDIES HEREUNDER WITH RESPECT TO ANY PARTICULAR
COLLATERAL, SHALL BE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE
OF MINNESOTA.
CAPTIONS HEREIN ARE FOR CONVENIENCE ONLY AND SHALL NOT BE DEEMED
PART OF THIS AGREEMENT.
(G)
THIS AGREEMENT SHALL BE BINDING UPON BORROWER AND LENDER AND THEIR
RESPECTIVE SUCCESSORS, ASSIGNS, HEIRS, AND PERSONAL REPRESENTATIVES AND SHALL
INURE TO THE BENEFIT OF BORROWER, LENDER AND THE SUCCESSORS AND ASSIGNS OF
LENDER, EXCEPT THAT BORROWER MAY NOT ASSIGN OR TRANSFER ITS RIGHTS HEREUNDER
WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER, AND ANY ASSIGNMENT OR TRANSFER IN
VIOLATION OF THIS PROVISION SHALL BE NULL AND VOID.
IN CONNECTION WITH THE
ACTUAL OR PROSPECTIVE SALE BY LENDER OF ANY INTEREST OR PARTICIPATION IN THE
OBLIGATIONS, BORROWER AUTHORIZES LENDER TO FURNISH ANY INFORMATION IN ITS
POSSESSION, HOWEVER ACQUIRED, CONCERNING BORROWER OR ANY OF ITS AFFILIATES TO
ANY PERSON OR ENTITY.
(H)
BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY
MINNESOTA STATE COURT OR FEDERAL COURT SITTING IN MINNEAPOLIS OR ST. PAUL,
MINNESOTA, OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE
AGREEMENT, AND BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH MINNESOTA STATE OR
FEDERAL COURT.
BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY
EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF
SUCH ACTION OR PROCEEDING.
BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF
COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN
ANY SUCH ACTION OR PROCEEDING BY THE MAILING BY UNITED STATES