01-29-1998 - Laserfiche WebLink

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