TO THE BORROWER SHALL IMMEDIATELY TERMINATE AND ALL OBLIGATIONS SHALL BE
AUTOMATICALLY DUE AND PAYABLE, ALL WITHOUT DEMAND, NOTICE OR FURTHER ACTION OF
ANY KIND REQUIRED ON THE PART OF THE BANK. THE BORROWER HEREBY WAIVES ANY AND
ALL PRESENTMENT, DEMAND, NOTICE OF DISHONOR, PROTEST, AND ALL OTHER NOTICES AND
DEMANDS IN CONNECTION WITH THE ENFORCEMENT OF BANK'S RIGHTS UNDER THE LOAN
DOCUMENTS, AND HEREBY CONSENTS TO, AND WAIVES NOTICE OF RELEASE, WITH OR WITHOUT
CONSIDERATION, OF ANY BORROWER OR OF ANY COLLATERAL FOR THE LOANS,
NOTWITHSTANDING ANYTHING CONTAINED HEREIN OR IN THE LOAN DOCUMENTS TO THE
CONTRARY.
10.2
NO WAIVER.
NO EVENT OF DEFAULT SHALL BE WAIVED BY
THE BANK EXCEPT IN WRITING.
NO FAILURE OR DELAY ON THE PART OF THE BANK IN
EXERCISING ANY RIGHT, POWER OR REMEDY HEREUNDER SHALL OPERATE AS A WAIVER OF THE
EXERCISE OF THE SAME OR ANY OTHER RIGHT AT ANY OTHER TIME; NOR SHALL ANY SINGLE
OR PARTIAL EXERCISE OF ANY SUCH RIGHT, POWER OR REMEDY PRECLUDE ANY OTHER OR
FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR REMEDY
HEREUNDER.
THERE SHALL BE NO OBLIGATION ON THE PART OF THE BANK TO EXERCISE ANY
REMEDY AVAILABLE TO THE BANK IN ANY ORDER.
THE REMEDIES PROVIDED FOR HEREIN ARE
CUMULATIVE AND NOT EXCLUSIVE OF ANY REMEDIES PROVIDED AT LAW OR IN EQUITY.
THE
BORROWER AGREES THAT IN THE EVENT THAT THE BORROWER FAILS TO PERFORM, OBSERVE OR
DISCHARGE ANY OF ITS OBLIGATIONS OR LIABILITIES UNDER THIS AGREEMENT OR ANY
OTHER AGREEMENTS WITH THE BANK, NO REMEDY OF LAW WILL PROVIDE ADEQUATE RELIEF TO
THE BANK, AND FURTHER
32
AGREES THAT THE BANK SHALL BE ENTITLED TO TEMPORARY AND PERMANENT INJUNCTIVE
RELIEF IN ANY SUCH CASE WITHOUT THE NECESSITY OF PROVING ACTUAL DAMAGES.
SECTION 11
MISCELLANEOUS.
11.1
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS (I) CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF; AND (II) ARE THE FINAL
EXPRESSION OF THE INTENTIONS OF THE BORROWER AND THE BANK.
NO PROMISES, EITHER
EXPRESSED OR IMPLIED, EXIST BETWEEN THE BORROWER AND THE BANK, UNLESS CONTAINED
HEREIN OR THEREIN.
THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS,
SUPERSEDES ALL NEGOTIATIONS, REPRESENTATIONS, WARRANTIES, COMMITMENTS, TERM
SHEETS, DISCUSSIONS, NEGOTIATIONS, OFFERS OR CONTRACTS (OF ANY KIND OR NATURE,
WHETHER ORAL OR WRITTEN) PRIOR TO OR CONTEMPORANEOUS WITH THE EXECUTION HEREOF
WITH RESPECT TO ANY MATTER, DIRECTLY OR INDIRECTLY RELATED TO THE TERMS OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS ARE THE RESULT OF NEGOTIATIONS AMONG THE BANK, THE BORROWER AND THE
OTHER PARTIES THERETO, AND HAVE BEEN REVIEWED (OR HAVE HAD THE OPPORTUNITY TO BE
REVIEWED) BY COUNSEL TO ALL SUCH PARTIES, AND ARE THE PRODUCTS OF ALL PARTIES.
ACCORDINGLY, THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL NOT BE CONSTRUED
MORE STRICTLY AGAINST THE BANK MERELY BECAUSE OF THE BANK'S INVOLVEMENT IN THEIR
PREPARATION.
11.2
AMENDMENTS.
NO AMENDMENT, MODIFICATION OR WAIVER
OF, OR CONSENT WITH