06-14-2017 Council Packet - Laserfiche WebLink

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4844-3581-6777.2 3 6. Appointment of Lender as Attorney in Fact. The Borrower hereby irrevocably constitutes and appoints the Lender with full power of substitution, as its true and lawful attorney-in-fact, with full irrevocable power and authority in the place and stead of the Borrower, and in the name of the Borrower, to exercise after a Default all rights and powers of the Borrower with respect to the Capital Campaign Pledges, including, without limitation, the right and power to do any of the following: (a) to commence and prosecute any suits, actions, or proceedings at law or in equity in any court of competent jurisdiction, to collect monies on behalf of the Borrower due at any time with respect to the Capital Campaign Pledges; (b) to commence and prosecute any suits, actions, or proceedings, at law or in equity, in any court of competent jurisdiction, at the times and in the circumstances in which such execution is permitted; and (c) to settle, compromise or adjust any such suit, action or proceeding. The Borrower hereby ratifies all that said attorneys shall properly do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. 7. Release and Indemnity. Borrower hereby releases the Lender from and agrees to indemnify the Lender from and against any and all claims, losses and liabilities growing out of or resulting from the exercise of any rights granted under this Agreement or any actions taken in accordance with the terms of this Agreement. 8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without giving effect to its conflict of laws principles. 9. Duties of Lender. The rights and powers conferred on the Lender hereunder are solely to protect its interest in the rights to the Capital Campaign Pledges assigned herein and shall not impose any duty upon the Lender to exercise any such rights or powers. 10. Submission to Jurisdiction; Waivers. (a) The Borrower hereby irrevocably and unconditionally: (i) Submits itself and its property in any legal action or proceeding relating to this Agreement or any other document executed in connection with the transactions contemplated hereby or for recognition and enforcement of any judgment in respect hereof, to the nonexclusive jurisdiction of the courts of the State of Minnesota, the courts of the United States of America for the State of Minnesota, and the appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court, and agree to not to plead or claim the same;