OR ANY PORTION OF ITS RIGHTS UNDER THIS PLEDGE AGREEMENT
TO SUCH PERSONS.
SECTION 19.
TERMINATION OF SECURITY INTEREST.
UPON PAYMENT IN FULL OF
THE OBLIGATIONS AND THE EXPIRATION OF ANY OBLIGATION OF THE SECURED PARTY AND
THE LENDERS TO EXTEND CREDIT AND CERTAIN OTHER ACCOMMODATIONS TO THE LOAN
PARTIES UNDER THE AMENDED AND RESTATED CREDIT AGREEMENT, THE SECURITY INTEREST
GRANTED HEREBY SHALL TERMINATE AND ALL RIGHTS TO THE COLLATERAL SHALL REVERT TO
THE PLEDGOR.
UPON ANY SUCH TERMINATION, THE SECURED PARTY WILL RETURN TO THE
PLEDGOR SUCH OF THE COLLATERAL AS SHALL NOT HAVE BEEN SOLD OR OTHERWISE APPLIED
PURSUANT TO THE TERMS HEREOF (TOGETHER WITH ALL RELATED INSTRUMENTS OF TRANSFER
AND ASSIGNMENTS IN BLANK) AND EXECUTE AND DELIVER TO THE PLEDGOR SUCH DOCUMENTS
AS THE PLEDGOR SHALL REASONABLY REQUEST TO EVIDENCE SUCH TERMINATION.
ANY
REVERSION OR RETURN OF THE COLLATERAL UPON TERMINATION OF THIS AGREEMENT AND ANY
INSTRUMENTS OF TRANSFER OR TERMINATION SHALL BE AT THE EXPENSE OF THE PLEDGOR
AND SHALL BE WITHOUT WARRANTY BY, OR RECOURSE ON, THE SECURED PARTY OR ANY
LENDER.
AS USED IN THIS SECTION, "PLEDGOR" INCLUDES ANY ASSIGNS OF PLEDGOR, ANY
PERSON HOLDING A SUBORDINATE SECURITY INTEREST IN ANY PART OF THE COLLATERAL OR
WHOEVER ELSE MAY BE LAWFULLY ENTITLED TO ANY PART OF THE COLLATERAL.
SECTION 20.
GOVERNING LAW AND CONSTRUCTION.
THE VALIDITY, CONSTRUCTION
AND ENFORCEABILITY OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF MINNESOTA, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES APPLICABLE
TO NATIONAL BANKS; PROVIDED, HOWEVER, THAT NO EFFECT SHALL BE GIVEN TO CONFLICT
OF LAWS PRINCIPLES OF THE STATE OF MINNESOTA, EXCEPT TO THE EXTENT THAT THE
VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE MANDATORILY GOVERNED BY
THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF MINNESOTA.
WHENEVER
POSSIBLE, EACH PROVISION OF THIS AGREEMENT AND ANY OTHER STATEMENT, INSTRUMENT
OR TRANSACTION CONTEMPLATED HEREBY OR RELATING HERETO SHALL BE INTERPRETED IN
SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER SUCH APPLICABLE LAW, BUT, IF ANY
PROVISION OF THIS AGREEMENT OR ANY OTHER STATEMENT, INSTRUMENT OR TRANSACTION
CONTEMPLATED HEREBY OR RELATING HERETO 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 OR ANY OTHER
STATEMENT, INSTRUMENT OR TRANSACTION CONTEMPLATED HEREBY OR RELATING HERETO.
9
SECTION 21.
CONSENT TO JURISDICTION.
AT THE OPTION OF THE SECURED PARTY,
THIS AGREEMENT MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE COURT
SITTING IN HENNEPIN COUNTY, MINNESOTA; AND THE PLEDGOR CONSENTS TO THE
JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN
SUCH FORUMS IS NOT CONVENIENT.
IN THE EVENT THE PLEDGOR COMMENCES ANY ACTION IN
ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY
OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY