Agenda - Council - 03/24/2015 - Laserfiche WebLink

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against the Secured Obligations as the HRA, in its sole discretion, may determine whether the same shall then be due or not due. Pledgors, and not the HRA, shall have full responsibility for complying with all call dates, conversion dates or other deadlines for action by the owner of any securities pledged hereby. 11. Attorneys' Fees. If either party defaults in the performance of its obligations under this Pledge Agreement, the defaulting party must reimburse the non -defaulting party for all costs and expenses, including but not limited to attorney's fees, that the non - defaulting party incurs as a result of the defaulting party's default. 12. Waiver or Amendment. No delay or failure by the HRA in the exercise of any right or remedy shall constitute a waiver thereof, and no single or partial exercise by the HRA of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. This Pledge Agreement shall be binding upon and inure to the benefit of the HRA and its replacements, successors and assigns and shall take effect when signed by Pledgors and delivered to the HRA, and Pledgors waive notice of the HRA's acceptance thereof. This Pledge Agreement shall not be amended except in writing signed by Pledgors and the HRA. 13. GOVERNING LAW/JURISDICTION. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF INDIANA. PLEDGORS HEREBY CONSENT TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF MINNESOTA IN CONNECTION WITH ANY CONTROVERSY RELATED TO THIS PLEDGE AGREEMENT, WAIVE ANY ARGUMENT THAT VENUE IN SUCH FORMS IS NOT CONVENIENT AND AGREE THAT ANY LITIGATION INSTIGATED BY PLEDGORS AGAINST THE HRA IN CONNECTION WITH THIS PLEDGE AGREEMENT SHALL BE VENUED IN EITHER THE DISTRICT COURTS OF ANOKA COUNTY, MINNESOTA OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA, FOURTH DIVISION. 14. Severability. If any provision or application of this Pledge Agreement is held unlawful or unenforceable in any respect, such illegality or unenforceability shall not affect other provisions or applications which can be given effect, and this Pledge Agreement shall be construed as if the unlawful or unenforceable provision or application had never been contained or prescribed hereby. 15. Construction. The headings of the various sections of this Pledge Agreement have been inserted for reference only and should not be construed as defining or limiting in any way the scope or intent of the provisions hereof. Whenever the context requires or permits, the singular shall include the plural, the plural shall include the singular and the masculine, feminine and neuter shall be freely interchangeable. Capitalized terms used in this Agreement but not otherwise defined herein have the meaning set forth for such terms in the Development Agreement. [Remainder of page intentionally left blank; 33