bound by anything not expressed in writing.
This Agreement and the Collateral Documents may only be amended, modified or
extended by a written agreement executed by Crestmark and Borrower.
15.12 Severability: If any provision of this Agreement is in conflict with any
statute or rule of law or is otherwise unenforceable for any reason, then that
provision will be deemed null and void to the extent of the conflict or
unenforceability and will be deemed severable. The offending provision will not
invalidate any other provision of this Agreement.
15.13 Reinstatement: Borrower and Validity Guarantor further agrees that to the
extent Borrower or Validity Guarantor makes a payment or payments to Crestmark,
which payment or payments or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver or any other party under any bankruptcy act, state
or federal law, common law or equitable cause, then to the extent of such
payment or repayment, the obligation or part thereof intended to be satisfied
will be revived and continued in full force and effect as if said payment had
not been made.
15.14 PAYABLE ON DEMAND: THE LOAN IS PAYABLE ON DEMAND. NOTHING CONTAINED IN
THIS AGREEMENT OR THE COLLATERAL DOCUMENTS, INCLUDING THE REFERENCE TO A
DEFAULT, WILL BE CONSTRUED TO PREVENT CRESTMARK FROM MAKING DEMAND, WITHOUT
NOTICE AND WITHOUT REASON, FOR IMMEDIAT PAYMENT OF ALL OR ANY PART OF THE LOAN
WHETHER OR NOT A DEFAULT HAS OCCURRED. DEMAND FOR REPAYMENT OF THE LOAN BY
CRESTMARK CAN BE MADE AT ANY TIME OR TIMES.
15.15CONSENT TO JURISDICTION; SERVICE OF PROCESS: BORROWER AND VALIDITY
GUARANTOR HEREBY (A) WAIVE ANY PLEA OF JURISDICTION OR VENUE ON THE GROUNDS THAT
BORROWER OR VALIDITY GUARANTOR ARE NOT RESIDENTS OF OAKLAND COUNTY, MICHIGAN,
AND (B) SPECIFICALLY AUTHORIZE, AT THE OPTION OF CRESTMARK, ANY ACTION TO
ENFORCE BORROWER'S AND/OR VALIDITY GUARANTOR'S OBLIGATIONS TO CRESTMARK
HEREUNDER TO BE INSTITUTED AND PROSECUTED IN EITHER THE CIRCUIT COURT OF OAKLAND
COUNTY, MICHIGAN, OR IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN
DISTRICT OF MICHIGAN, UNLESS CRESTMARK IN ITS SOLE DISCRETION CHOOSES TO BRING
SUIT ON ITS OWN BEHALF IN SOME OTHER COURT OF COMPETENT JURISDICTION, AND
BORROWER AND VALIDITY GUARANTOR HEREBY SUBMIT TO THE JURISDICTION OF ANY SUCH
COURT. BORROWER AND VALIDITY GUARANTOR EXPRESSLY SUBMIT AND CONSENT TO SUCH
JURISDICTION AND VENUE AND SPECIFICALLY WAIVE ANY AND ALL RIGHTS IT MAY HAVE TO
CONTEST THE JURISDICTION AND/OR VENUE OF THE ABOVE MENTIONED FORUMS AND TO
DEMAND ANY OTHER FORUM. BORROWER AND VALIDITY GUARANTOR WAIVE PERSONAL SERVICE
OF ANY AND ALL LEGAL PROCESS UPON IT AND CONSENTS AND AGREES THAT ALL SUCH
SERVICE MAY BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWER AND VALIDITY
GUARANTOR AT ITS ADDRESS(ES) IN THE OPENING PARAGRAPH OF THIS AGREEMENT OF THIS
AGREEMENT, AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED AND EFFECTIVE
SERVICE OF PROCESS ON THE EARLIER OF THE DATE THE RETURN RECEIPT THEREFOR IS
SIGNED OR FIVE