IN THE PREAMBLE HEREOF, ATTENTION:
MICHAEL ERDMANN; AND IF TO THE BANK, AT ITS
ADDRESS STATED IN THE PREAMBLE HEREOF, ATTENTION:
JOHN R. DAN; OR, AS TO EACH
PARTY, AT SUCH OTHER ADDRESS AS SHALL BE DESIGNATED BY SUCH PARTY IN A WRITTEN
NOTICE TO THE OTHER PARTY.
ALL SUCH NOTICES AND COMMUNICATIONS SHALL, WHEN
MAILED OR TELECOPIED,
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BE EFFECTIVE WHEN DEPOSITED IN THE MAILS OR TRANSMITTED BY TELECOPIER,
RESPECTIVELY, ADDRESSED AS PROVIDED ABOVE, EXCEPT THAT NOTICES TO THE BANK
PURSUANT TO THE PROVISIONS OF ARTICLE II SHALL NOT BE EFFECTIVE UNTIL RECEIVED
BY THE BANK.
SECTION 7.4.
COSTS AND EXPENSES.
THE BORROWER AGREES TO PAY ALL
COSTS AND EXPENSES OF THE BANK, INCLUDING REASONABLE ATTORNEYS FEES AND
EXPENSES, IN CONNECTION WITH THE ADMINISTRATION AND ENFORCEMENT OF THE LOAN
DOCUMENTS (WHETHER SUIT IS COMMENCED OR NOT).
SECTION 7.5.
RIGHT OF SET-OFF.
UPON THE OCCURRENCE AND DURING
THE CONTINUANCE OF ANY EVENT OF DEFAULT THE BANK IS HEREBY AUTHORIZED AT ANY
TIME AND FROM TIME TO TIME, TO THE FULLEST EXTENT PERMITTED BY LAW, TO SET OFF
AND APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL
OR FINAL) AT ANY TIME HELD AND OTHER INDEBTEDNESS AT ANY TIME OWING BY THE BANK
TO OR FOR THE CREDIT OR THE ACCOUNT OF THE BORROWER OR MEDACQUISITION AGAINST
ANY AND ALL OF THE OBLIGATIONS OF THE BORROWER NOW OR HEREAFTER EXISTING UNDER
ANY LOAN DOCUMENT, IRRESPECTIVE OF WHETHER OR NOT THE BANK SHALL HAVE MADE ANY
DEMAND UNDER ANY LOAN DOCUMENT AND ALTHOUGH SUCH OBLIGATIONS MAY BE UNMATURED.
THE BANK AGREES PROMPTLY TO NOTIFY THE BORROWER AFTER ANY SUCH SET-OFF AND
APPLICATION, PROVIDED THAT THE FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE
VALIDITY OF SUCH SET-OFF AND APPLICATION.
THE RIGHTS OF THE BANK UNDER THIS
SECTION ARE IN ADDITION TO OTHER RIGHTS AND REMEDIES (INCLUDING, WITHOUT
LIMITATION, OTHER RIGHTS OF SET-OFF) THAT THE BANK MAY HAVE.
SECTION 7.6.
GOVERNING LAW.
ALL LOAN DOCUMENTS SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF MINNESOTA.
ANY TERM USED IN THIS AGREEMENT AND NOT
OTHERWISE DEFINED SHALL HAVE THE DEFINITION GIVEN THAT TERM IN THE UNIFORM
COMMERCIAL CODE AS IN EFFECT IN THE STATE OF MINNESOTA FROM TIME TO TIME, AND
SUCH DEFINITION AUTOMATICALLY SHALL CHANGE ON THE EFFECTIVE DATE OF ANY
AMENDMENT TO THE UNIFORM COMMERCIAL CODE THAT CHANGES SUCH DEFINITION.
IF ANY
TERM IN THIS
25
AGREEMENT SHALL BE HELD TO BE ILLEGAL OR UNENFORCEABLE, THE REMAINING PORTIONS
OF THIS AGREEMENT SHALL NOT BE AFFECTED, AND THIS AGREEMENT SHALL BE CONSTRUED
AND ENFORCED AS IF THIS AGREEMENT DID NOT CONTAIN THE TERM HELD TO BE ILLEGAL OR
UNENFORCEABLE.
THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF
THE MINNESOTA DISTRICT COURT, FOURTH DISTRICT, AND THE FEDERAL DISTRICT COURT,
DISTRICT OF MINNESOTA, FOURTH DIVISION, OVER ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT AND AGREES THAT ALL CLAIMS IN RESPECT OF
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN