TRANSFER,
NEGOTIATE, OR GRANT PARTICIPATION IN ALL OR ANY PART OF, OR ANY INTEREST IN,
BANK'S OBLIGATIONS, RIGHTS AND BENEFITS HEREUNDER.
13.2 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, ITS OFFICERS, EMPLOYEES
AND AGENTS 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.
13.3 TIME OF ESSENCE.
TIME IS OF THE ESSENCE FOR THE PERFORMANCE OF ALL
OBLIGATIONS SET FORTH IN THIS AGREEMENT.
13.4 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.
13.5 AMENDMENTS IN WRITING, INTEGRATION. ALL AMENDMENTS TO OR TERMINATIONS OF
THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS MUST BE IN WRITING.
ALL PRIOR
AGREEMENTS, UNDERSTANDINGS, REPRESENTATIONS, WARRANTIES, AND NEGOTIATIONS
BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS, IF ANY, ARE MERGED INTO THIS AGREEMENT AND THE
LOAN DOCUMENTS.
13.6 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.
13.7 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 ANY CREDIT EXTENSION TO
BORROWER.
THE OBLIGATIONS OF BORROWER TO INDEMNIFY BANK WITH RESPECT TO THE
EXPENSES, DAMAGES, LOSSES, COSTS AND LIABILITIES DESCRIBED IN SECTION 13.2 SHALL
SURVIVE UNTIL ALL APPLICABLE STATUTE OF LIMITATIONS PERIODS WITH RESPECT TO
ACTIONS THAT MAY BE BROUGHT AGAINST BANK HAVE RUN.
13.8 CONFIDENTIALITY.
IN HANDLING ANY CONFIDENTIAL INFORMATION, BANK AND ALL
EMPLOYEES AND AGENTS OF BANK SHALL EXERCISE THE SAME DEGREE OF CARE THAT BANK
EXERCISES WITH RESPECT TO ITS OWN PROPRIETARY INFORMATION OF THE SAME TYPES TO
MAINTAIN THE CONFIDENTIALITY OF ANY NON-PUBLIC INFORMATION THEREBY RECEIVED OR
RECEIVED PURSUANT TO THIS AGREEMENT EXCEPT THAT DISCLOSURE OF SUCH INFORMATION
MAY BE MADE (I) TO THE SUBSIDIARIES OR AFFILIATES OF BANK IN CONNECTION WITH
THEIR PRESENT OR PROSPECTIVE BUSINESS RELATIONS WITH BORROWER, (II) TO
PROSPECTIVE TRANSFEREES OR PURCHASERS OF ANY INTEREST IN THE LOANS, PROVIDED
THAT THEY HAVE ENTERED INTO A COMPARABLE CONFIDENTIALITY AGREEMENT IN FAVOR OF
BORROWER AND HAVE DELIVERED A COPY TO BORROWER, (III) AS REQUIRED BY LAW,
REGULATIONS, RULE OR ORDER, SUBPOENA, JUDICIAL ORDER OR SIMILAR ORDER, (IV) AS
MAY BE REQUIRED IN CONNECTION WITH