in Bank's sole and absolute discretion, with or without
reason or cause, and the existence of any Event of Default hereunder shall not
be the sole reason or basis for enabling Bank to make demand for payment of all
or any part of such Indebtedness.
9.
WAIVERS OF DEFAULTS; NO FORBEARANCE. No Event of Default shall be
waived by Bank except in writing and a waiver of any Event of Default shall not
be a waiver of any other default or of the same default on a future occasion. No
forbearance on the part of the Bank in enforcing any of its rights or remedies
under this Agreement or any other Loan Document, nor any renewal, extension or
rearrangement of any payment or covenant to be made or performed by Borrower
hereunder or any such other Loan Document, shall constitute a waiver of any of
the terms of this Agreement or such Loan Document or of any such right or
remedy. No single or partial exercise of any right, power or privilege
hereunder, or any delay in the exercise hereof, shall preclude other or further
exercise of the rights of the parties under this Agreement and/or the other Loan
Documents.
10.
GOVERNING LAW. THE PARTIES HEREBY AGREE THAT THIS AGREEMENT AND ALL
OTHER DOCUMENTS, INSTRUMENTS AND AGREEMENTS RELATED TO THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MICHIGAN,
WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS.
17
11.
VENUE AND JURISDICTION. BORROWER AND BANK EACH HEREBY IRREVOCABLY
AND UNCONDITIONALLY (I) CONSENTS AND SUBMITS TO THE SOLE AND EXCLUSIVE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF MICHIGAN,
AND ANY APPELLATE COURT THEREOF, (II) AGREES THAT ALL ACTIONS AND PROCEEDINGS
BASED UPON, ARISING OUT OF, RELATING TO OR OTHERWISE CONCERNING THIS AGREEMENT
OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT RELATED TO THIS AGREEMENT,
INCLUDING ALL CLAIMS FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, SHALL
SOLELY AND EXCLUSIVELY BE BROUGHT, HEARD, AND DETERMINED (LITIGATED) IN SUCH
COURTS, (III) ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, THE SOLE
AND EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, (IV) WAIVES ANY OBJECTION,
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED UPON THE GROUNDS OF
FORUM NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO BRINGING OR
MAINTAINING ANY SUCH ACTION OR PROCEEDING IN SUCH JURISDICTION, AND (V) AGREES
TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT,
OR ANY SUCH OTHER DOCUMENT, INSTRUMENT OR AGREEMENT. NOTHING HEREIN SHALL LIMIT
THE RIGHT OF BANK TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS
PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE
ENFORCEMENT OF ANY LIENS OR SECURITY INTERESTS IN FAVOR OF BANK ON ANY OF
BORROWER'S PROPERTIES OR ASSETS.
12.
SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and shall be binding upon the parties hereto and their respective successors
and assigns; provided, however, that Borrower shall