OR ANY OF THE TRANSACTIONS CONTEMPLATED
THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL
OTHER COMMON LAW OR STATUTORY CLAIMS.
EACH PARTY RECOGNIZES AND AGREES THAT THE
FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS
AGREEMENT.
EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER
WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
12.
GENERAL PROVISIONS.
12.1
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BIND AND INURE TO THE
BENEFIT OF THE RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS OF EACH OF THE
PARTIES; PROVIDED, HOWEVER, THAT NEITHER THIS AGREEMENT NOR ANY RIGHTS HEREUNDER
MAY BE ASSIGNED BY BORROWER WITHOUT BANK'S PRIOR WRITTEN CONSENT, WHICH CONSENT
MAY BE GRANTED OR WITHHELD IN BANK'S SOLE DISCRETION.
BANK SHALL HAVE THE RIGHT
WITHOUT THE CONSENT OF OR NOTICE TO BORROWER TO SELL, TRANSFER, NEGOTIATE, OR
GRANT PARTICIPATION IN ALL OR ANY PART OF, OR ANY INTEREST IN, BANK'S
OBLIGATIONS, RIGHTS AND BENEFITS HEREUNDER.
12.2
INDEMNIFICATION.
BORROWER SHALL DEFEND, INDEMNIFY AND HOLD
HARMLESS BANK AND ITS OFFICERS, EMPLOYEES, AND AGENTS AGAINST:
(A) ALL
OBLIGATIONS, DEMANDS, CLAIMS, AND LIABILITIES CLAIMED OR ASSERTED BY ANY OTHER
PARTY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT; AND
(B) ALL LOSSES OR BANK EXPENSES IN ANY WAY SUFFERED, INCURRED, OR PAID BY BANK
AS A RESULT OF OR IN ANY WAY ARISING OUT OF, FOLLOWING, OR CONSEQUENTIAL TO
TRANSACTIONS BETWEEN BANK AND BORROWER WHETHER UNDER THIS AGREEMENT, OR
OTHERWISE (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES AND
EXPENSES), EXCEPT FOR LOSSES CAUSED BY BANK'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
12.3
TIME OF ESSENCE.
TIME IS OF THE ESSENCE FOR THE PERFORMANCE OF ALL
OBLIGATIONS SET FORTH IN THIS AGREEMENT.
12.4
SEVERABILITY OF PROVISIONS.
EACH PROVISION OF THIS AGREEMENT SHALL
BE SEVERABLE FROM EVERY OTHER PROVISION OF THIS AGREEMENT FOR THE PURPOSE OF
DETERMINING THE LEGAL ENFORCEABILITY OF ANY SPECIFIC PROVISION.
12.5
AMENDMENTS IN WRITING, INTEGRATION.
NEITHER THIS AGREEMENT NOR THE
LOAN DOCUMENTS CAN BE AMENDED OR TERMINATED ORALLY.
ALL PRIOR AGREEMENTS,
UNDERSTANDINGS, REPRESENTATIONS, WARRANTIES, AND NEGOTIATIONS BETWEEN THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE LOAN
DOCUMENTS, IF ANY, ARE MERGED INTO THIS AGREEMENT AND THE LOAN DOCUMENTS.
12.6
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY DIFFERENT PARTIES ON SEPARATE COUNTERPARTS, EACH OF WHICH,
WHEN EXECUTED AND DELIVERED, SHALL BE DEEMED TO BE AN ORIGINAL, AND ALL OF
WHICH, WHEN TAKEN TOGETHER, SHALL CONSTITUTE BUT ONE AND THE SAME AGREEMENT.
12.7
SURVIVAL.
ALL COVENANTS, REPRESENTATIONS AND WARRANTIES MADE IN
THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT SO LONG AS ANY
OBLIGATIONS REMAIN OUTSTANDING OR BANK HAS ANY OBLIGATION TO MAKE CREDIT
EXTENSIONS TO BORROWER.
THE OBLIGATIONS OF BORROWER TO INDEMNIFY BANK WITH
RESPECT TO THE EXPENSES, DAMAGES, LOSSES, COSTS AND LIABILITIES DESCRIBED IN
SECTION 0 SHALL SURVIVE UNTIL ALL APPLICABLE STATUTE OF LIMITATIONS PERIODS WITH
RESPECT TO ACTIONS THAT MAY BE BROUGHT AGAINST