OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR THEREWITH, OR ARISING FROM ANY DISPUTE OR CONTROVERSY
ARISING IN CONNECTION WITH OR RELATED TO THIS AGREEMENT, THE RELATED DOCUMENTS,
THE LOAN OR ANY SUCH AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT SHALL BE
LITIGATED ONLY IN THE COURTS HAVING SITUS WITHIN THE STATE OF MICHIGAN, AND THE
BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR
FEDERAL COURT LOCATED WITHIN SUCH STATE.
THE BORROWER HEREBY WAIVES ANY RIGHT
IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT AGAINST
THE BORROWER BY THE BANK IN ACCORDANCE WITH THIS SECTION.
IF AND TO THE EXTENT ANY PROVISION OF ANY RELATED DOCUMENT IS INCONSISTENT WITH
THE PROVISIONS OF THIS AGREEMENT, THE PROVISIONS OF THIS AGREEMENT SHALL
CONTROL.
SECTION 11.12. JOINT AND SEVERAL LIABILITY.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY SET FORTH IN THIS AGREEMENT OR IN ANY RELATED DOCUMENT, TO THE EXTENT
THAT THE MORE THAN ONE ENTITY FALLS WITHIN THE DEFINITION OF "BORROWER" AS
DEFINED HEREIN, THE OBLIGATIONS OF THE BORROWER HEREUNDER AND UNDER THE RELATED
DOCUMENTS ARE JOINT AND SEVERAL AND EACH ENTITY COMPRISING THE BORROWER HEREBY
AGREES THAT IT SHALL BE LIABLE FOR THE ENTIRE AMOUNT OF THE OBLIGATIONS.
SECTION 11.13. COUNTERPARTS.
THIS AGREEMENT AND ANY AMENDMENT OR SUPPLEMENT
HERETO OR ANY WAIVER GRANTED IN CONNECTION HEREWITH MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS AND BY THE DIFFERENT PARTIES ON SEPARATE COUNTERPARTS AND
EACH SUCH COUNTERPART SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME AGREEMENT.
AN
EXECUTED COUNTERPART OF THIS AGREEMENT DELIVERED BY FACSIMILE OR OTHER
36
ELECTRONIC MEANS SHALL FOR ALL PURPOSES BE AS EFFECTIVE AS DELIVERY OF AN
ORIGINAL, EXECUTED COUNTERPART.
SECTION 11.14. SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON THE
BORROWER, THE BANK AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND SHALL INURE
TO THE BENEFIT OF THE BORROWER, THE BANK AND THE BANK'S SUCCESSORS AND ASSIGNS.
THE BORROWER SHALL HAVE NO RIGHT TO ASSIGN ITS RIGHTS OR DELEGATE ITS DUTIES
UNDER THIS AGREEMENT.
SECTION 11.15. PRIOR AGREEMENTS.
THE TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT SHALL SUPERSEDE ALL PRIOR AGREEMENTS, DISCUSSIONS, CORRESPONDENCE,
MEMORANDA AND UNDERSTANDINGS (WHETHER WRITTEN OR ORAL) OF THE BORROWER AND THE
BANK CONCERNING OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
SECTION 11.16. ASSIGNMENT; SALE OF PARTICIPATING INTERESTS.
THE BANK MAY SELL
OR ASSIGN ALL OR ANY PART OF ITS INTEREST IN ANY LOAN TO ANOTHER FINANCIAL
INSTITUTION WITH THE CONSENT OF THE BORROWER (WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED AND SHALL NOT BE REQUIRED FOR AN ASSIGNMENT BY
THE BANK TO ONE OF ITS AFFILIATES OR IN THE EVENT BANK IS ACQUIRED BY OR MERGED
WITH ANOTHER FINANCIAL INSTITUTION); PROVIDED THAT, IF AN EVENT OF DEFAULT
EXISTS, NO SUCH NOTICE TO, OR CONSENT FROM, THE BORROWER SHALL BE REQUIRED.
THE
BANK MAY SELL OR ASSIGN ONE OR MORE PARTICIPATING INTERESTS IN ANY