OR
ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE
COURTS OF THE STATE OF MINNESOTA OR IN THE UNITED STATES DISTRICT COURT SITTING
IN MINNEAPOLIS, MINNESOTA; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BE
DEEMED OR OPERATE TO PRECLUDE AGENT OR ANY LENDER FROM BRINGING SUIT OR TAKING
OTHER LEGAL ACTION IN ANY OTHER JURISDICTION.
EACH LOAN PARTY HEREBY EXPRESSLY
AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF
MINNESOTA AND OF THE UNITED STATES COURT SITTING IN HENNEPIN COUNTY, MINNESOTA
FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE.
EACH LOAN PARTY
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL,
POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF
MINNESOTA.
EACH LOAN PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
16.18
WAIVER OF JURY TRIAL.
EACH LOAN PARTY, AGENT AND EACH LENDER
HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN
DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH
MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING
FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING,
AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY.
16.19
EFFECT OF EXISTING CREDIT AGREEMENT AND EXISTING COLLATERAL
DOCUMENTS
(A)
EXISTING CREDIT AGREEMENT.
THIS AGREEMENT AMENDS AND RESTATES THE
EXISTING CREDIT AGREEMENT IN ITS ENTIRETY, PROVIDED THAT OBLIGATIONS INCURRED
UNDER THE EXISTING CREDIT AGREEMENT SHALL CONTINUE UNDER THIS AGREEMENT, AND
SHALL NOT IN ANY CIRCUMSTANCES BE TERMINATED, EXTINGUISHED OR DISCHARGED HEREBY
OR THEREBY BUT SHALL HEREAFTER BE GOVERNED BY THE TERMS OF THIS AGREEMENT.
69
(B)
EXISTING COLLATERAL DOCUMENTS.
OBLIGATIONS HEREUNDER ARE AND
CONTINUE TO BE SECURED BY THE SECURITY INTEREST GRANTED BY THE LOAN PARTIES IN
FAVOR OF THE LENDER UNDER THE COLLATERAL DOCUMENTS, AND ALL TERMS, CONDITIONS,
PROVISIONS, AGREEMENTS, REQUIREMENTS, PREMISES, OBLIGATIONS, DUTIES, COVENANTS
AND REPRESENTATIONS OF THE LOAN PARTIES UNDER SUCH DOCUMENTS ARE HEREBY RATIFIED
AND AFFIRMED IN ALL RESPECTS.
[Signature pages follow.]
70
The parties hereto have caused this Agreement to be duly executed and delivered
by their duly authorized officers as of the date first set forth above.
WINMARK CORPORATION
By:
/s/ Brett D. Heffes
Name: Brett D. Heffes
Title:
Chief Financial Officer and Treasurer
WIRTH BUSINESS CREDIT, INC.
By:
/s/ Brett D. Heffes
Name: Brett D. Heffes
Title:
Chief Financial Officer and Treasurer
WINMARK CAPITAL CORPORATION
By:
/s/ Brett D. Heffes
Name: Brett D. Heffes
Title:
Chief Financial Officer and Treasurer
GROW BIZ GAMES, INC.
By:
/s/ Brett D. Heffes
Name: Brett D. Heffes