TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT
OF, THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY AGREEMENT OR
INSTRUMENT CONTEMPLATED HEREBY, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY,
ANY LOAN OR THE USE OF THE PROCEEDS THEREOF.
NO PARTY HERETO SHALL BE LIABLE
FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION
OR OTHER MATERIALS DISTRIBUTED TO SUCH UNINTENDED RECIPIENTS BY SUCH PARTY
THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS
IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OTHER THAN FOR DIRECT OR ACTUAL
DAMAGES RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PARTY
AS DETERMINED BY A FINAL AND NONAPPEALABLE JUDGMENT OF A COURT OF COMPETENT
JURISDICTION.
9.24
WAIVER OF RIGHT TO JURY TRIAL.
EACH PARTY HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW) ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LITIGATION ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT, THE NOTE OR ANY
OF THE OTHER TRANSACTION DOCUMENTS, OR ANY OTHER STATEMENTS OR ACTIONS OF
BORROWER OR LENDER.
BORROWER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN THE
SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL
COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS DISCUSSED THIS WAIVER
WITH SUCH LEGAL COUNSEL.
BORROWER
46
FURTHER ACKNOWLEDGES THAT (a) IT HAS READ AND UNDERSTANDS THE MEANING AND
RAMIFICATIONS OF THIS WAIVER, (b) THIS WAIVER HAS BEEN REVIEWED BY BORROWER AND
BORROWER'S COUNSEL AND IS A MATERIAL INDUCEMENT FOR LENDER TO ENTER INTO THIS
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, (c) THIS WAIVER SHALL BE
EFFECTIVE AS TO EACH OF SUCH TRANSACTION DOCUMENTS AS IF FULLY INCORPORATED
THEREIN AND (d) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.
[Remainder of Page Intentionally Left Blank]
47
IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be
executed by their duly authorized representatives as of the date first above
written.
FIRST MIDWEST BANCORP, INC.
By:
/s/ Michael L. Scudder
Name:
Michael L. Scudder
Title:
President and Chief Executive Officer
U.S. BANK NATIONAL ASSOCIATION
By:
/s/ Peter G. Caligiuri
Name:
Peter G. Caligiuri
Title:
Vice President
S-1
EXHIBIT A
FORM OF BORROWING NOTICE
[MONTH] [DAY], 201[·]
U.S. Bank National Association
[·]
[·]
Attn:
Correspondent Banking Division
Ladies and Gentlemen:
This will confirm the telephone conversation Ms./Mr.
had
with your office on
, 201
, regarding Borrowing Tranches under and
as defined in the Loan Agreement dated as of September 27, 2016, between First
Midwest Bancorp, Inc., as Borrower, and U.S. Bank National Association, as
Lender (as amended, restated, supplemented or otherwise modified from time to
time, the "Loan Agreement") as follows:
FROM LOAN #:
Amount of Advance:
$
Effective