A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT. BORROWER HEREBY CERTIFIES THAT NEITHER BANK NOR ANY
OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT BANK WOULD NOT, IN THE EVENT OF ANY SUCH SUIT, ACTION OR
PROCEEDING, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY. BORROWER
ACKNOWLEDGES THAT BANK HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THIS WAIVER. BORROWER ACKNOWLEDGES THAT IT HAS READ THE PROVISIONS
OF THIS AGREEMENT AND IN PARTICULAR, THIS SECTION; HAS CONSULTED LEGAL COUNSEL;
UNDERSTANDS THE RIGHT IT IS GRANTING IN THIS AGREEMENT AND IS WAIVING IN THIS
SECTION IN PARTICULAR; AND MAKES THE ABOVE WAIVER KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY.
6
12.
CONSENT TO JURISDICTION. BORROWER AND BANK AGREE THAT ANY ACTION
OR
PROCEEDING TO ENFORCE OR ARISING OUT OF THIS AGREEMENT MAY BE COMMENCED IN
ANY COURT OF THE COMMONWEALTH OF MASSACHUSETTS SITTING IN THE COUNTY OF SUFFOLK,
OR IN THE DISTRICT COURT OF THE UNITED STATES FOR THE DISTRICT OF MASSACHUSETTS,
AND BORROWER WAIVES PERSONAL SERVICE OF PROCESS AND AGREES THAT A SUMMONS AND
COMPLAINT COMMENCING AN ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE PROPERLY
SERVED AND CONFER PERSONAL JURISDICTION IF SERVED BY REGISTERED OR CERTIFIED
MAIL TO BORROWER, OR AS OTHERWISE PROVIDED BY THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS OR THE UNITED STATES OF AMERICA.
13.
TERMINATION. THIS AGREEMENT MAY BE TERMINATED AT ANY TIME BY
EITHER PARTY GIVING WRITTEN NOTICE OF TERMINATION TO THE OTHER PARTY; PROVIDED,
HOWEVER, THAT UNLESS AND UNTIL ALL LOANS MADE BY THE BANK TO THE BORROWER
HEREUNDER AND ALL OTHER OBLIGATIONS OR COMMITMENTS OF THE BANK UNDER WHICH AN
OBLIGATION COULD ARISE, OUTSTANDING AS OF THE TIME OF GIVING OR RECEIPT AS THE
CASE MAY BE, OF SUCH NOTICE BY THE BANK HAVE BEEN PAID IN FULL, SUCH TERMINATION
SHALL IN NO WAY AFFECT THE SECURITY INTEREST OR OTHER RIGHTS AND POWERS HEREIN
GRANTED TO THE BANK, AND UNTIL SUCH PAYMENT IN FULL THE SECURITY INTEREST OF THE
BANK IN THE COLLATERAL OF THE BORROWER, WHETHER EXISTING AS OF THE TIME OF SUCH
TERMINATION OR THEREAFTER ARISING, AND ALL RIGHTS AND POWERS HEREIN GRANTED TO
THE BANK IN RESPECT THEREOF SHALL REMAIN IN FULL FORCE AND EFFECT. UNTIL ALL OF
THE OBLIGATIONS OF BORROWER TO BANK HAVE BEEN FULLY PAID AND SATISFIED AND ALL
COMMITMENTS OF THE BANK UNDER WHICH AN OBLIGATION COULD ARISE HAVE EXPIRED,
BORROWER SHALL FULLY COMPLY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AS
HEREIN PROVIDED. PRIOR TO SUCH PAYMENT IN FULL OF ALL OF THE OBLIGATIONS OF
BORROWER TO BANK, THIS AGREEMENT SHALL BE A CONTINUING AGREEMENT IN EVERY
RESPECT.
14.
MISCELLANEOUS.
(a)
No delay or omission on the part of Bank in exercising any
rights shall operate as a waiver of such right or any other right. Waiver on any
one occasion shall not be construed as a bar to or waiver