request, notification and other communication required,
permitted or contemplated hereunder must be in writing and given in accordance
with the Financing Agreement.
13
ARTICLE 11.
GENERAL.
Section 11.1
Severability.
If any term of this Agreement is found
invalid under Minnesota law or other 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 11.2
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 REGARD TO MINNESOTA CONFLICTS
OF LAW PRINCIPLES).
Section 11.3
WAIVER OF JURISDICTION.
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, ITS VALIDITY OR PERFORMANCE AND WITHOUT
LIMITATION ON THE ABILITY OF BANK, ITS SUCCESSORS AND ASSIGNS, TO INITIATE AND
PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE REPAYMENT AND
COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF BANK'S RIGHTS AGAINST
BORROWER WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF BORROWER,
INCLUDING DISPOSITIONS OF THE COLLATERAL, 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, AND CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY
CERTIFIED MAIL DIRECTED TO BORROWER AND BANK AT THEIR RESPECTIVE ADDRESSES SET
FORTH IN THE FINANCING AGREEMENT OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE
STATE OF MINNESOTA.
BORROWER WAIVES ANY OBJECTION 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 11.4
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, and (b) remain true until the Obligations are fully performed, paid and
satisfied and are made by Borrower with the same effect as though the
representations and warranties had been made again on, and as of, each day on
which an advance or extension of credit is made under the Financing Agreement,
subject to such changes as may not be prohibited hereby, do not constitute
Events of Default, or have been consented to by Bank in writing.
Section 11.5
Bank's Additional Rights Regarding Collateral.
All of
the Obligations shall constitute one obligation secured by all of the
Collateral.
In addition to Bank's other rights and remedies under the