OR SUCH OTHER FORM AS MAY BE REASONABLY ACCEPTABLE TO THE
BORROWER AND THE AGENT; AND PROVIDED FURTHER THAT NEITHER ANY LENDER NOR THE
AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF
NON-PUBLIC INFORMATION OR OTHER MATERIALS OBTAINED THROUGH THE INTERNET,
INTRALINKS OR SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THE
LOAN DOCUMENTS OR ANY TRANSACTIONS CONTEMPLATED THEREUNDER.
(B)
THE BORROWER AND EACH GUARANTOR HEREBY ACKNOWLEDGES AND AGREES
THAT EACH LENDER MAY SHARE WITH ANY OF ITS AFFILIATES ANY INFORMATION RELATED TO
HOLDINGS OR ANY OF ITS SUBSIDIARIES (INCLUDING, WITHOUT LIMITATION, ANY
NONPUBLIC CUSTOMER INFORMATION REGARDING THE CREDITWORTHINESS OF HOLDINGS OR ANY
OF ITS SUBSIDIARIES), PROVIDED SUCH PERSONS SHALL BE SUBJECT TO THE PROVISIONS
OF THIS SECTION TO THE SAME EXTENT AS SUCH LENDER.
SECTION 10.8
GOVERNING LAW AND CONSTRUCTION. THE VALIDITY, CONSTRUCTION AND
ENFORCEABILITY OF THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS
PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES
APPLICABLE TO NATIONAL BANKS. WHENEVER POSSIBLE, EACH PROVISION OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY OTHER STATEMENT, INSTRUMENT OR
TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR RELATING HERETO OR THERETO SHALL
BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER SUCH APPLICABLE
LAW, BUT, IF ANY PROVISION OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR ANY
OTHER STATEMENT, INSTRUMENT OR TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR
RELATING HERETO OR THERETO SHALL BE HELD TO BE PROHIBITED OR INVALID UNDER SUCH
APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE ONLY TO THE EXTENT OF SUCH
PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION
OR THE REMAINING PROVISIONS OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR ANY
OTHER STATEMENT, INSTRUMENT OR TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR
RELATING HERETO OR THERETO.
SECTION 10.9
CONSENT TO JURISDICTION. AT THE OPTION OF THE AGENT, THIS
AGREEMENT AND (EXCEPT AS MAY OTHERWISE BE SPECIFICALLY PROVIDED THEREIN) THE
OTHER LOAN DOCUMENTS MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE
COURT SITTING IN HENNEPIN COUNTY; AND THE BORROWER AND THE GUARANTORS EACH
CONSENT TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVE ANY ARGUMENT
THAT VENUE IN ANY SUCH FORUM IS NOT CONVENIENT. IN THE EVENT THE BORROWER OR ANY
GUARANTOR COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT
OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED
BY THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, THE AGENT AT ITS OPTION SHALL BE
ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES
ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE
LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.
86
SECTION 10.10
WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE GUARANTORS, THE
AGENT AND THE LENDERS IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS