exclusive of any other right or remedy which Bank may have.
Section 13.2
Fees and Expenses.
Borrower shall pay to Bank,
immediately and as part of the Obligations, all reasonable costs and expenses,
including court costs, Attorneys' Fees and costs of sale, incurred by Bank in
exercising any of its rights or remedies under the Loan Documents.
Section 13.3
[Intentionally omitted.]
ARTICLE XIV
[INTENTIONALLY OMITTED.]
ARTICLE XV
GENERAL
Section 15.1
Severability.
If any term of this Agreement is found
invalid under Minnesota law or laws of mandatory application by a court of
competent jurisdiction, the invalid term will be considered excluded from this
Agreement and will not invalidate the remaining terms of this Agreement.
Section 15.2
Governing Law.
THIS AGREEMENT HAS BEEN DELIVERED AND
ACCEPTED AT AND SHALL BE DEEMED TO HAVE BEEN MADE AT MINNEAPOLIS, MINNESOTA.
THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF MINNESOTA (WITHOUT REFERENCE TO MINNESOTA
CONFLICTS OF LAW PRINCIPLES).
Section 15.3
JURISDICTION; VENUE; SERVICE OF PROCESS.
AS A
SPECIFICALLY BARGAINED INDUCEMENT FOR BANK TO ENTER INTO THIS AGREEMENT AND
EXTEND CREDIT TO BORROWER, BORROWER AND BANK AGREE THAT ANY ACTION, SUIT OR
PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, OR ANY OTHER LOAN
DOCUMENT, THE VALIDITY OR PERFORMANCE OF ANY LOAN DOCUMENT, ANY BORROWING
HEREUNDER OR ANY OTHER RELATIONSHIP BETWEEN BORROWER AND BANK, AND WITHOUT
LIMITATION ON THE ABILITY OF BANK, ITS SUCCESSORS AND ASSIGNS, TO EXERCISE ALL
RIGHTS AS TO THE LOAN COLLATERAL AND TO INITIATE AND PROSECUTE IN ANY APPLICABLE
JURISDICTION ACTIONS RELATED TO REPAYMENT OF THE OBLIGATIONS, SHALL BE INITIATED
AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT
MINNEAPOLIS, MINNESOTA.
BANK AND BORROWER EACH CONSENTS TO AND SUBMITS TO THE
EXERCISE OF JURISDICTION OVER ITS PERSON BY ANY COURT SITUATED AT MINNEAPOLIS,
MINNESOTA HAVING JURISDICTION OVER THE SUBJECT MATTER (AGREES THAT SUCH COURT
SHALL HAVE EXCLUSIVE JURISDICTION AND VENUE OVER THE APPLICABLE ACTION, SUIT OR
PROCEEDING, AND CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL
DIRECTED TO BORROWER AND BANK AT THEIR RESPECTIVE ADDRESSES SET FORTH IN SECTION
15.9 OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF MINNESOTA.
BORROWER WAIVES ANY OBJECTION
53
BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION
INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE
RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.
Section 15.4
Survival and Continuation of Representations and
Warranties.
All of Borrower's representations and warranties contained in this
Agreement shall (a) survive the execution, delivery and acceptance hereof by the
parties hereto and the closing of the transactions described herein or related
hereto, (b) be deemed to be made as of each and every day of the term of this
Agreement, and (c) remain true until the Obligations are fully performed, paid
and satisfied, subject to such changes as may not be prohibited hereby, do not
constitute Defaults or