6.2 EDSR 10-17-2016 - Laserfiche WebLink

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under any other agreement. Borrowerand Entity Guarantorshallreimburse Lender and the other Indemnified Parties for all attorneys’ fees and expenses incurred in connection with the enforcement of the Indemnified Parties’ rights under this Agreement, including those incurred in any case, action, proceeding or claim under the Federal Bankruptcy Code or any successor statute. 6.Notices.Any notice or other communication to any party in connection with this Agreement shall be in writing and shall be sent in accordance with the provisions of the Loan Agreement. 7.Governing Law and Construction.The validity, construction and enforceability of this Agreement shall be governed by the laws of the State of Minnesota, without giving effect to conflict of laws or principles thereof, but giving effect to federal laws of the UnitedStates applicable to national banks. 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 onlyto 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. 8.Consent to Jurisdiction.At the option of Lender, this Agreement may be enforced in any Federal Court or State Court sitting in Sherburne County, Minnesota; and Borrowerand Entity Guarantorconsentto the jurisdiction and venue of any such Court and waives any argument that venue in such forums is not convenient. In the event Borroweror Entity Guarantorcommence any action in another jurisdiction or venue under any tort or contract theory arising directly or indirectly from the relationship created by this Agreement, Lender at its option shall be entitled to have the case transferred to one of the jurisdictions and venues above- described, or if such transfer cannot be accomplished under applicable law, to have such case dismissed without prejudice. 9.Waiver of Jury Trial.Borrower, Entity Guarantorand Lender irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or any of the Loan documents (as that term is used in the Loan Agreement) or the transactions contemplated hereby or thereby. 10.Binding Effect; Gender.This Agreement shall inure to the benefit of Lender, and the Indemnified Parties, and shall bind Borrower, Entity Guarantorand theirsheirs; executors, administrators, personal representatives, legal representatives, successors and assigns. The obligations of Borrowerand Entity Guarantorunder this Agreement shall be enforceable in all events against Borrower, Entity Guarantor,theirheirs, executors, administrators, personal representatives, legalrepresentatives, successors and assigns, and each of them, jointly and severally, and shall be enforceable, in the event of the death of a Borrower or Entity Guarantor, as a claim against his or her estate or otherwise against the representatives of his or her estate, the heirs-at-law, the devisees and beneficiaries of the total estate and each of them. The use of any gender herein shall include all other genders. 6 487523v1 JSB EL185-45