BANK, OR BECOMES PART OF THE PUBLIC DOMAIN AFTER DISCLOSURE TO
BANK; OR (II) IS DISCLOSED TO BANK BY A THIRD PARTY, IF BANK DOES NOT KNOW THAT
THE THIRD PARTY IS PROHIBITED FROM DISCLOSING THE INFORMATION.
18
Bank may use confidential information for any purpose, including, without
limitation, for the development of client databases, reporting purposes, and
market analysis, so long as Bank does not disclose Borrower's identity or the
identity of any person associated with Borrower unless otherwise expressly
permitted by this Agreement.
The provisions of the immediately preceding
sentence shall survive the termination of this Agreement.
12.10
BORROWER LIABILITY.
EITHER BORROWER MAY, ACTING SINGLY, REQUEST
CREDIT EXTENSIONS HEREUNDER.
EACH BORROWER HEREBY APPOINTS THE OTHER AS AGENT
FOR THE OTHER FOR ALL PURPOSES HEREUNDER, INCLUDING WITH RESPECT TO REQUESTING
CREDIT EXTENSIONS HEREUNDER.
EACH BORROWER HEREUNDER SHALL BE JOINTLY AND
SEVERALLY OBLIGATED TO REPAY ALL CREDIT EXTENSIONS MADE HEREUNDER, REGARDLESS OF
WHICH BORROWER ACTUALLY RECEIVES SAID CREDIT EXTENSION, AS IF EACH BORROWER
HEREUNDER DIRECTLY RECEIVED ALL CREDIT EXTENSIONS.
EACH BORROWER WAIVES ANY
SURETYSHIP DEFENSES AVAILABLE TO IT UNDER THE CODE OR ANY OTHER APPLICABLE LAW.
EACH BORROWER WAIVES ANY RIGHT TO REQUIRE BANK TO: (I) PROCEED AGAINST ANY
BORROWER OR ANY OTHER PERSON; (II) PROCEED AGAINST OR EXHAUST ANY SECURITY; OR
(III) PURSUE ANY OTHER REMEDY.
BANK MAY EXERCISE OR NOT EXERCISE ANY RIGHT OR
REMEDY IT HAS AGAINST ANY BORROWER OR ANY SECURITY IT HOLDS (INCLUDING THE RIGHT
TO FORECLOSE BY JUDICIAL OR NON-JUDICIAL SALE) WITHOUT AFFECTING ANY BORROWER'S
LIABILITY HEREUNDER.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT, EACH BORROWER IRREVOCABLY WAIVES ALL RIGHTS THAT IT MAY
HAVE AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY LAW SUBROGATING
BORROWER TO THE RIGHTS OF BANK UNDER THIS AGREEMENT) TO SEEK CONTRIBUTION,
INDEMNIFICATION OR ANY OTHER FORM OF REIMBURSEMENT FROM ANY OTHER BORROWER, OR
ANY OTHER PERSON NOW OR HEREAFTER PRIMARILY OR SECONDARILY LIABLE FOR ANY OF THE
OBLIGATIONS, FOR ANY PAYMENT MADE BY BORROWER WITH RESPECT TO THE OBLIGATIONS IN
CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR OTHERWISE AND ALL
RIGHTS THAT IT MIGHT HAVE TO BENEFIT FROM, OR TO PARTICIPATE IN, ANY SECURITY
FOR THE OBLIGATIONS AS A RESULT OF ANY PAYMENT MADE BY BORROWER WITH RESPECT TO
THE OBLIGATIONS IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE BUT ONLY UNTIL
SUCH TIME AS THE BANK HAS BEEN PAID IN FULL.
ANY AGREEMENT PROVIDING FOR
INDEMNIFICATION, REIMBURSEMENT OR ANY OTHER ARRANGEMENT PROHIBITED UNDER THIS
SECTION 12.12 SHALL BE NULL AND VOID.
IF ANY PAYMENT IS MADE TO A BORROWER IN
CONTRAVENTION OF THIS SECTION 12.12, SUCH BORROWER SHALL HOLD SUCH PAYMENT IN
TRUST FOR BANK AND SUCH PAYMENT SHALL BE PROMPTLY DELIVERED TO BANK FOR
APPLICATION TO THE OBLIGATIONS, WHETHER MATURED OR UNMATURED.
12.11
RIGHT OF SET OFF.
BORROWER HEREBY GRANTS TO BANK, A LIEN, SECURITY
INTEREST AND RIGHT OF SET OFF AS SECURITY FOR ALL OBLIGATIONS TO BANK, WHETHER
NOW EXISTING OR HEREAFTER ARISING UPON AND AGAINST ALL DEPOSITS,