OF THE JUSTIFICATION THEREFOR, THE BORROWER AGREES TO PAY THE BANK AN
AMOUNT SUFFICIENT TO FAIRLY COMPENSATE THE BANK FOR ANY UNFORESEEN INCREASE IN
ITS COSTS TO PROVIDE THE LOAN OR DECREASE IN ITS RETURN ON THE LOAN, WHICH
INCREASE OR DECREASE, AS THE CASE MAY BE, IS DIRECTLY ATTRIBUTABLE TO,
SUBSEQUENT TO THE DATE HEREOF, A CHANGE IN LAW OR REGULATION, OR THE OFFICIAL
INTERPRETATION AND ENFORCEMENT THEREOF, IMPOSING ANY RESERVE, DEPOSIT,
ALLOCATION OF CAPITAL OR SIMILAR REQUIREMENT (INCLUDING WITHOUT LIMITATION, ANY
SUCH SUBSEQUENT CHANGE TO REGULATION D OF THE BOARD OF GOVERNORS OF THE FEDERAL
RESERVE SYSTEM) ON THE BANK, ITS HOLDING COMPANY OR ANY OF THEIR RESPECTIVE
ASSETS.
10.
MISCELLANEOUS.
10.1.
NOTICES: ALL NOTICES, DEMANDS, REQUESTS, CONSENTS, APPROVALS AND
OTHER COMMUNICATIONS REQUIRED OR PERMITTED HEREUNDER ("NOTICES") MUST BE IN
WRITING AND WILL BE EFFECTIVE UPON RECEIPT.
NOTICES MAY BE GIVEN IN ANY MANNER
TO WHICH THE PARTIES MAY SEPARATELY AGREE, INCLUDING ELECTRONIC MAIL.
WITHOUT
LIMITING THE FOREGOING, FIRST-CLASS MAIL, FACSIMILE TRANSMISSION AND COMMERCIAL
COURIER SERVICE ARE HEREBY AGREED TO AS ACCEPTABLE METHODS FOR GIVING NOTICES.
REGARDLESS OF THE MANNER IN WHICH PROVIDED, NOTICES MAY BE SENT TO A
11
PARTY'S ADDRESS AS SET FORTH ABOVE OR TO SUCH OTHER ADDRESS AS ANY PARTY MAY
GIVE TO THE OTHER FOR SUCH PURPOSE IN ACCORDANCE WITH THIS SECTION.
10.2.
PRESERVATION OF RIGHTS.
NO DELAY OR OMISSION ON THE BANK'S PART TO
EXERCISE ANY RIGHT OR POWER ARISING HEREUNDER WILL IMPAIR ANY SUCH RIGHT OR
POWER OR BE CONSIDERED A WAIVER OF ANY SUCH RIGHT OR POWER, NOR WILL THE BANK S
ACTION OR INACTION IMPAIR ANY SUCH RIGHT OR POWER.
THE BANK'S RIGHTS AND
REMEDIES HEREUNDER ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY OTHER RIGHTS OR
REMEDIES WHICH THE BANK MAY HAVE UNDER OTHER AGREEMENTS, AT LAW OR IN EQUITY.
10.3.
ILLEGALITY.
IF ANY PROVISION CONTAINED IN THIS AGREEMENT SHOULD BE
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, IT SHALL NOT AFFECT OR IMPAIR
THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS OF THIS
AGREEMENT.
10.4.
CHANGES IN WRITING.
NO MODIFICATION, AMENDMENT OR WAIVER OF, OR
CONSENT TO ANY DEPARTURE BY THE BORROWER FROM, ANY PROVISION OF THIS AGREEMENT
WILL BE EFFECTIVE UNLESS MADE IN A WRITING SIGNED BY THE PARTY TO BE CHARGED,
AND THEN SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE
AND FOR THE PURPOSE FOR WHICH GIVEN.
NO NOTICE TO OR DEMAND ON THE BORROWER
WILL ENTITLE THE BORROWER TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN THE SAME,
SIMILAR OR OTHER CIRCUMSTANCE.
10.5.
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING THE DOCUMENTS AND
INSTRUMENTS REFERRED TO HEREIN) CONSTITUTES THE ENTIRE AGREEMENT AND SUPERSEDES
ALL OTHER PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL, BETWEEN
THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
10.6.
COUNTERPARTS.
THIS AGREEMENT MAY BE SIGNED IN ANY NUMBER OF
COUNTERPART COPIES AND BY THE PARTIES HERETO ON SEPARATE COUNTERPARTS, BUT ALL
SUCH COPIES SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
DELIVERY OF AN
EXECUTED