|
• or other process against any property of the Debtor or any such maker, endorser, guarantor, surety
<br /> or any other person; or(k)the attachment of any tax lien to any property of the Debtor or any such
<br /> maker, endorser, guarantor, surety or other person; or(1) any statement, representation or warranty
<br /> made by the Debtor or any such maker, endorser, guarantor, surety or other person (or any
<br /> representative of the Debtor or any such maker, endorser, guarantor, surety or other person)to the
<br /> Secured Party at any time shall be incorrect or misleading in any material respect when made; or(m)
<br /> there is a material adverse change in the condition(financial or otherwise), business or property of
<br /> the Debtor or any such maker, endorser, guarantor, surety or other person; or(n)the Secured Party
<br /> shall in good faith believe that the prospect for due and punctual payment or performance of any of
<br /> the Obligations, this Agreement or any other note, obligation, mortgage, guaranty, or other
<br /> agreement heretofore, herewith or hereafter given to or acquired by the Secured Party in connection
<br /> with any of the Obligations is impaired, or (o) the relocation of Debtor's business operations outside
<br /> the City of Elk River.
<br /> 6. REMEDIES. Upon the commencement of any proceeding under any bankruptcy law by
<br /> or against the Debtor or any such maker, endorser, guarantor, surety or other person, all Obligations
<br /> automatically shall become immediately due and payable in full, without declaration, presentment, or
<br /> other notice or demand, all of which are hereby waived by the Debtor. In addition, upon the
<br /> occurrence of any Event of Default and at any time thereafter, the Secured Party may exercise any
<br /> one or more of the following rights and remedies: (a) declare all Obligations to be immediately due
<br /> and payable in full, and the same shall thereupon be immediately due and payable in full, without
<br /> presentment or other notice or demand, all of which are hereby waived by the Debtor; (b) require the
<br /> Debtor to assemble all or any part of the Collateral and make it available to the Secured Party at a
<br /> place to be designated by the Secured Party which is reasonably convenient to both parties; (c)
<br /> exercise and enforce any and all rights and remedies available upon default under this Agreement, the
<br /> Uniform Commercial Code, and any other applicable agreements and laws. If notice to the Debtor
<br /> of any intended disposition of Collateral or other action is required, such notice shall be deemed
<br /> reasonably and properly given if mailed by regular or certified mail, postage prepaid, to the Debtor
<br /> at the address stated at the beginning of this Agreement or at the most recent address shown in the
<br /> Secured Party's records, at least 10 days prior to the action described in such notice. The Debtor
<br /> consents to the personal jurisdiction of the state and federal courts located in the State of Minnesota
<br /> in connection with any controversy related to this Agreement, the Collateral, the Security Interest or
<br /> any of the Obligations, waives any argument that venue in such forums is not convenient, and agrees
<br /> that any litigation initiated by the Debtor against the Secured Party in connection with this
<br /> Agreement,the Collateral, the Security Interest or any of the Obligations shall be venued in either the
<br /> District Court of Sherburne County, Minnesota, or the United States District Court, District of
<br /> Minnesota.
<br /> 7. MISCELLANEOUS. A carbon, photographic or other reproduction of this Agreement
<br /> is sufficient as a financing statement. No provision of this Agreement can be waived, modified,
<br /> amended, abridged, supplemented, terminated or discharged and the Security Interest cannot be
<br /> released or terminated, except by a writing duly executed by the Secured Party. A waiver shall be
<br /> effective only in the specific instance and for the specific purpose given. No delay or failure to act
<br /> •
<br /> KeesK 995382.1 5.
<br />
|