6.2 EDSR 05-19-2014 - Laserfiche WebLink

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has not begun efforts to realize upon the Property, including but not limited to entering into a Work -Out or Forbearance Agreement with Debtor, under terms in Bank's sole discretion, or thereafter Bank fails to continue its efforts to realize upon the Property with reasonable diligence, then Subordinated Creditor may take action with respect to the Property without the prior written consent of the Bank, but subject to the Bank's superior Security Interest in the Property. 2. The Bank may exercise collection rights, may take possession of, sell or dispose of, and otherwise deal with, the Property, and may exercise and enforce any rights and remedies available to the Bank with respect to the Property, whether available prior to or after the occurrence of any default, all without notice to or consent by anyone. Bank may apply the proceeds of the Property to any indebtedness secured by Bank's above- described security interest, in any order of application. 3. Neither the Subordinated Creditor nor die Bank (a) makes any representation or warranty concerning any of the Property or the validity, perfection or (except as to the subordination accomplished hereby) priority of any security interest therein, or (b) shall have any duty to preserve, protect, care for, insure, take possession of, collect, dispose of or otherwise realize upon any of the Property, or take any other action. 4. The agreements and undertakings of the Subordinated Creditor and the Bank's rights and remedies shall not be affected or unpaired by (a) any neglect or omission on the part of the Bank to look to, preserve, protect, care for, insure, take possession of, collect, dispose of, or otherwise realize upon any of the Property or any other property, or (b) any other act or omission by the Bank or any other person or entity, or any other thing. 5. The Subordinated Creditor warrants that any purchaser or transferee of, or successor to, any security interest of the Subordinated Creditor in any or all of the Property will be given detailed written notice of the subordination accomplished hereby, prior to the time of purchase, transfer or succession. 6. The Subordinated Creditor hereby consents to Debtor granting to Bank a security interest in the Property of Debtor and further agrees to subordinate its security interest in the Property to the security interest of Bank. 7. The Subordinated Creditor consents to the personal jurisdiction of the state and federal courts located in the State of Minnesota in connection with any controversy relating in any way to this Agreement or to any transaction or matter relating to this Agreement, waives any argument that venue in such forums is not convenient, and agrees that any litigation initiated by the Subordinated Creditor against the Bank relating in any way to this Agreement or to any transaction or matter relating to this Agreement shall be venued in either the District Court of Sherburne County, Minnesota, or the United States District Court, District of Minnesota, Fourth Division. 8 This Agreement and the rights and duties of the parties shall be governed by and construed in accordance with the laws of the State of Minnesota. All terms in this Agreement that are defined in the Minnesota Uniform Commercial Code (the "UCC ") shall have meanings set forth in the UCC. The Subordinated Creditor waives any and all rights to require the marshaling of assets by the Bank. No provision of this Agreement can be waived, amended, modified, supplemented or terminated, except by a writing executed by the Subordinated Creditor and the Bank. This Agreement is made between the Bank and the Subordinated Creditor. It shall bind and benefit the parties and their