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6 <br />EL185\81\983482.v1 <br />provision of this Agreement or any other statement, instrument or transaction contemplated <br />hereby or relating hereto shall be held to be prohibited or invalid under such applicable law, such <br />provision shall be ineffective only to the extent of such prohibition or invalidity, without <br />invalidating the remainder of such provision or the remaining provisions of this Agreement or <br />any other statement, instrument or transaction contemplated hereby or relating hereto. <br />8. Consent to Jurisdiction. At the option of Lender, this Agreement may be enforced <br />in any Federal Court or State Court sitting in Sherburne County, Minnesota; and Borrower <br />consents to the jurisdiction and venue of any such Court and waives any argument that venue in <br />such forums is not convenient. In the event Borrower commences any action in another <br />jurisdiction or venue under any tort or contract theory arising directly or indirectly from the <br />relationship created by this Agreement, Lender at its option shall be entitled to have the case <br />transferred to one of the jurisdictions and venues above-described, or if such transfer cannot be <br />accomplished under applicable law, to have such case dismissed without prejudice. <br />9. Waiver of Jury Trial. Borrower and Lender irrevocably waive any and all right to <br />trial by jury in any legal proceeding arising out of or relating to this Agreement or any of the <br />Loan documents (as that term is used in the Loan Agreement) or the transactions contemplated <br />hereby or thereby. <br />10. Binding Effect; Gender. This Agreement shall inure to the benefit of Lender, and <br />the Indemnified Parties, and shall bind Borrower and Borrower’s heirs; executors, <br />administrators, personal representatives, legal representatives, successors and assigns. The <br />obligations of Borrower under this Agreement shall be enforceable in all events against <br />Borrower, its heirs, executors, administrators, personal representatives, legal representatives, <br />successors and assigns, and each of them, jointly and severally, and shall be enforceable, in the <br />event of the death of an Borrower, as a claim against his or her estate or otherwise against the <br />representatives of his or her estate, the heirs-at-law, the devisees and beneficiaries of the total <br />estate and each of them. The use of any gender herein shall include all other genders. <br />11. Counterparts. This Agreement may be executed in any number of counterparts, <br />each executed counterpart constituting an original, but all together only one agreement. <br />[signature pages follow] <br />Page 98 of 124