6.0. HRSR 04-11-2005 - Laserfiche WebLink

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9. Neither the Purchaser nor the Seller may sell,pledge, assign, sub-participate, or • otherwise transfer its interest in the Note B or any security or guaranty therefor without the prior written consent of the other party, except that the Seller may sell other participations in Note A. 10. The Purchaser consents to the personal jurisdiction of the state and federal courts located in the State of Minnesota in connection with any controversy related to this Agreement or any transaction relating to this Agreement,waives any argument that venue in such forums is not convenient, and agrees that any litigation initiated by the Purchaser against the Seller in connection with this Agreement or any transaction 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. 11. The Seller agrees to pay to the Purchaser, and the Purchaser agrees to pay to the Seller, interest on any past due amount payable by such party under this Agreement, at the interbank federal funds rate in effect from time to time. The Seller shall not be liable to the Purchaser for any action taken or omitted or for any error in judgment, except for bad faith or willful misconduct. The Seller has no fiduciary or trust relationship with the Purchaser in connection with this Agreement or the Loan. Nothing contained herein shall be deemed to prohibit or restrict the right of the Seller, in its discretion, to extend additional credit to the Borrower, any guarantor or any other person and to demand and receive payment therefor. This Agreement constitutes the entire agreement and understanding of the Seller and the Purchaser with respect to the subject matter hereof, shall bind and benefit the Seller and the Purchaser and their respective successors and assigns, and cannot be amended, enlarged, altered, supplemented, • abridged, modified,nor any provision waived, except by a writing duly signed by the Seller and the Purchaser. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Minnesota. 12. Upon written request from the Purchaser, the Seller will furnish to the Purchaser a copy of Note A, the Loan documents, and all financial statements issued by the Borrower in conformity with the Loan documents. The Seller shall give the Purchaser notice of any default in any payment of principal or interest on the Loan or any acceleration of the maturity of the Loan; any material change in the Loan documents; or any Event of Default communicated to the Borrower or communicated by such Borrower to an officer of the Seller responsible for the relationship with the Borrower. The failure to provide notices of default to Purchaser shall not allow Purchaser any remedy or in any way alter Seller's rights or remedies. 13. Seller is hereby granted full power and authority to determine that the conditions to making the Loan have been met and, in connection with such Loan, to waive the performance of obligations of the Borrower or to excuse the nonoccurrence of conditions; to exercise collection rights with respect to any Collateral,to foreclose against any Collateral or to accept a transfer in lieu of foreclosure; to collect and receive any and all payments, collections and proceeds of Collateral made or delivered by or for •