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given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Governing Law. This Agreement will be governed by the laws of the State of Minnesota. Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreements. Successors and Assigns. All covenants and agreements by or on behalf of Recipient contained in this Agreement or any Related Documents shall bind Recipient's successors and assigns and shall inure to the benefit of Grantor and its successors and assigns. Recipient shall not, however, have the right to assign Recipient's rights under this Agreement or any interest therein, without the prior written consent of Grantor. Survival of Representations and Warranties. Recipient understands and agrees that in making this Agreement, Grantor is relying on all representations, warranties, and covenants made by Recipient in this Agreement or in any certificate or other instrument delivered by Recipient to Grantor under this Agreement or the Related Documents. Recipient further agrees that regardless of any investigation made by Grantor, all such representations, warranties and covenants will survive the making of this Agreement and delivery to Grantor of the Related Documents, shall be continuing in nature, and shall remain in full force and effect until such time as Recipient's indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided herein, whichever is the last to occur. Time is of the Essence. Time is of the essence in the performance of this Agreement. 12. Term of Agreement. This Agreement will be in full force and effect until the earlier of the Recipient meeting all of its obligations hereunder or the provisions of the Act no longer apply to the Grantor, the Recipient or the Project, in which this Agreement will be terminated. The Grantor and Recipient have executed this Agreement as of the date written above. 13. Definitions. The following capitalized words have the following meanings when used in this Agreement. Agreement. The word "Agreement' means this Business Subsidy Agreement as this Business Subsidy Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Subsidy Agreement from time to time. Benefit Date. The words "Benefit Date" means the date the Business Subsidy is received. Business Subsidy. The words "Business Subsidy" mean a below market forgivable loan to finance the SAC and WAG.