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delivered by or for the account of the Debtor; release such <br />payments, collections and proceeds to the Debtor or apply the same <br />to the payment of the Indebtedness; and enforce rights against <br />third parties. In carrying out its obligations, the Bank shall act <br />in honesty and in good faith. Neither the Bank nor any of its <br />directors, officers, employees or agents shall be liable for any <br />action taken or omitted by the Bank or any of them except in the <br />case of failure to perform its obligations under this Agreement or <br />willful misconduct. <br />5. All payments received by the Bank after the occurrence of <br />any Event of Termination (whether such payments are from the Debtor <br />or out of any collateral or from any other person or out of any <br />other property) shall be applied: first, to pay or reimburse the <br />Bank for expenses incurred; second, to the Bank's principal portion <br />and interest (not to exceed one year's interest if a real estate <br />foreclosure and 120 days' interest if the collection effort is not <br />a real estate foreclosure); and third, the EDA shall be paid its <br />principal plus interest (not to exceed one year's interest if a <br />real estate foreclosure and 120 days' interest if the collection <br />effort is not a real estate foreclosure). Any excess shall be <br />split in accordance with the proportion of participation. The EDA <br />is not responsible to pay the Bank for any collection efforts that <br />the Bank takes. <br />6. This Agreement shall be governed by the laws of the State <br />of Minnesota and shall be binding upon and inure to the benefit of <br />the parties and their respective successors and assigns. This <br />Agreement may be executed in counterparts, each of which shall <br />287902.1 3 <br />