THE
STATE OF MINNESOTA.
ALL PARTIES ACKNOWLEDGE THAT THEY PARTICIPATED IN THE
NEGOTIATION AND DRAFTING OF THIS AGREEMENT WITH THE ASSISTANCE OF COUNSEL AND
THAT, ACCORDINGLY, NO PARTY SHALL MOVE OR PETITION A COURT CONSTRUING THIS
AGREEMENT TO CONSTRUE IT MORE STRINGENTLY AGAINST ONE PARTY THAN AGAINST ANY
OTHER.
7
11.
MISCELLANEOUS.
THIS AGREEMENT DOES NOT
CONTEMPLATE A SALE OF ACCOUNTS OR CHATTEL PAPER, AND, AS PROVIDED BY LAW, THE
GRANTOR IS ENTITLED TO ANY SURPLUS AND SHALL REMAIN LIABLE FOR ANY DEFICIENCY.
ALL RIGHTS AND REMEDIES OF THE SECURED PARTY SHALL BE CUMULATIVE AND MAY BE
EXERCISED SINGULARLY OR CONCURRENTLY, AT THE SECURED PARTY'S OPTION, AND THE
EXERCISE OR ENFORCEMENT OF ANY ONE SUCH RIGHT OR REMEDY SHALL NEITHER BE A
CONDITION TO NOR BAR THE EXERCISE OR ENFORCEMENT OF ANY OTHER.
THE SECURED
PARTY'S DUTY OF CARE WITH RESPECT TO COLLATERAL IN ITS POSSESSION (AS IMPOSED BY
LAW) SHALL BE DEEMED FULFILLED IF THE SECURED PARTY EXERCISES REASONABLE CARE IN
PHYSICALLY SAFE KEEPING SUCH COLLATERAL OR, IN THE CASE OF COLLATERAL IN THE
CUSTODY OR POSSESSION OF A BAILEE OR OTHER THIRD PERSON, EXERCISES REASONABLE
CARE IN THE SELECTION OF THE BAILEE OR OTHER THIRD PERSON, AND THE SECURED PARTY
NEED NOT OTHERWISE PRESERVE, PROTECT, INSURE OR CARE FOR ANY COLLATERAL.
THE
SECURED PARTY SHALL NOT BE OBLIGATED TO PRESERVE ANY RIGHTS THE GRANTOR MAY HAVE
AGAINST ANY OTHER PARTY, TO REALIZE ON THE COLLATERAL AT ALL OR IN ANY
PARTICULAR MANNER OR ORDER, OR TO APPLY ANY CASH PROCEEDS OF COLLATERAL IN ANY
PARTICULAR ORDER OF APPLICATION.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE
TO THE BENEFIT OF THE GRANTOR AND THE SECURED PARTY AND THEIR RESPECTIVE HEIRS,
REPRESENTATIVES, SUCCESSORS AND ASSIGNS AND SHALL TAKE EFFECT WHEN SIGNED BY THE
GRANTOR AND DELIVERED TO THE SECURED PARTY, AND THE GRANTOR WAIVES NOTICE OF THE
SECURED PARTY'S ACCEPTANCE HEREOF.
THE SECURED PARTY MAY EXECUTE THIS AGREEMENT
IF APPROPRIATE FOR THE PURPOSE OF FILING, BUT THE FAILURE OF THE SECURED PARTY
TO EXECUTE THIS AGREEMENT SHALL NOT AFFECT OR IMPAIR THE VALIDITY OR
EFFECTIVENESS OF THIS AGREEMENT.
EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY
LAW, THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
MINNESOTA (WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES) AND, UNLESS THE
CONTEXT OTHERWISE REQUIRES, ALL TERMS USED HEREIN WHICH ARE DEFINED IN ARTICLES
1 AND 9 OF THE UNIFORM COMMERCIAL CODE, AS IN EFFECT IN SAID STATE, SHALL HAVE
THE MEANINGS THEREIN STATED AND ALL CAPITALIZED TERMS USED HEREIN WHICH ARE
DEFINED IN THE LOAN AGREEMENT SHALL HAVE THE MEANINGS THEREIN STATED.
IF ANY
PROVISION OR APPLICATION OF THIS AGREEMENT IS HELD UNLAWFUL OR UNENFORCEABLE IN
ANY RESPECT, SUCH ILLEGALITY OR UNENFORCEABILITY SHALL NOT AFFECT OTHER
PROVISIONS OR APPLICATIONS WHICH CAN BE GIVEN EFFECT, AND THIS AGREEMENT SHALL
BE CONSTRUED AS IF THE UNLAWFUL OR UNENFORCEABLE PROVISION OR APPLICATION HAD
NEVER BEEN CONTAINED HEREIN OR PRESCRIBED HEREBY.
THIS AGREEMENT MAY BE
EXECUTED BY FACSIMILE AND IN ONE OR