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172981943v5 <br /> <br /> <br /> 28 <br /> <br />Section 7.13 Entire Agreement. This Agreement contains the entire agreement of the <br />parties with respect to the subject matter of this Agreement and supersedes any and all prior letters, <br />proposals, contracts and understandings between the parties with respect to the same, including, <br />but not limited to, any proposal or commitment letter, and such letters, proposals, contracts and <br />understandings are hereby terminated. <br />Section 7.14 Further Assurances. At any time and from time to time, upon request by <br />the Lender, the Borrower will make, execute and deliver or cause to be made, executed and <br />delivered, to the Lender, any and all other further instruments, certificates and other documents as <br />may, in the reasonable opinion of the Lender, be necessary or desirable in order to effectuate, <br />complete, secure, or perfect, or to continue and preserve, the obligations of the Borrower hereunder <br />and under any of the other documents related to the Loan. Upon any failure by the Borrower so <br />to do after ten days written notice from the Lender, the Lender may make, execute and record any <br />and all such instruments, certificates and documents for and in the name of the Borrower at the <br />Borrower’s expense and the Borrower hereby irrevocably appoints the Lender its agent and <br />attorney-in-fact of the Borrower so to do. The Borrower hereby understands, acknowledges and <br />agrees that the Lender may prepare and file such UCC financing statements or similar instruments <br />as may be necessary to perfect the Lender’s security interest in any real or personal property <br />pledged by the Borrower as security for the Loan. <br />Section 7.15 Waiver of Jury Trial. BORROWER WAIVES ANY RIGHT TO TRIAL <br />BY JURY UNDER ANY ACTION OR PROCEEDING ARISING DIRECTLY OR <br />INDIRECTLY OUT OF THIS AGREEMENT, THE NOTE, OR ANY OTHER DOCUMENT <br />RELATED TO THE LOAN. <br />Section 7.16 Governing Law and Construction. The validity, construction and <br />enforceability of this Agreement shall be governed by the internal laws of the state, without giving <br />effect to conflict of laws or principles thereof, but giving effect to federal laws of the United States <br />applicable to national banks. Whenever possible, each provision of this Agreement and any other <br />statement, instrument or transaction contemplated hereby or relating hereto, shall be interpreted in <br />such manner as to be effective and valid under such applicable law, but, if any provision of this <br />Agreement or any other statement, instrument or transaction contemplated hereby or relating <br />hereto shall be held to be prohibited or invalid under such applicable law, such provision shall be <br />ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder <br />of such provision or the remaining provisions of this Agreement or any other statement, instrument <br />or transaction contemplated hereby or relating hereto. <br />Section 7.17 Consent to Jurisdiction and Venue. At the option of Lender, this Agreement <br />and the Note may be enforced in any federal court or state court sitting in Washington County, <br />Minnesota; and Borrower consents to the jurisdiction and venue of any such court and waives any <br />argument that venue in such forums is not convenient. If Borrower commences any action in <br />another jurisdiction or venue under any tort or contract theory arising directly or indirectly from <br />the 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.