any court of competent
jurisdiction, such holding shall not invalidate or render unenforceable any
other provision hereof or thereof.
7.6 Other Documents.
In the event that any provision of the Loan Documents
conflict with each other, the interpretation agreed upon is that which will most
effectively protect the Bank's security.
7.7 Multiple Parties.
If more than one party is included in the term "Borrower"
or "Validity Guarantor" or "Obligor" as defined under this Agreement, all
references to the term "Borrower" or " Validity Guarantor" or "Obligor" shall
include each and every party so named, and their obligations under the Loan
Documents shall be joint and several.
7.8 Jury Waiver and Others.
THE BORROWER AND EVERY OTHER PARTY LIABLE FOR THE
BORROWER'S OBLIGATIONS TO THE BANK AS VALIDITY GUARANTOR, ENDORSER, SURETY OR IN
ANY CAPACITY WHATSOEVER HEREBY, AND THE BANK, HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED
HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE
OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WR(TTEN) OR
ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT,
COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF BANK RELATING TO THE ADMINISTRATION
OF THE LOAN OR ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT NEITHER PARTY
WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY
TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, BORROWER
AND EACH VALIDITY GUARANTOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR
RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. BORROWER
AND EACH VALIDITY GUARANTOR CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT BANK WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER
CONSTITUTES A MATERIAL INDUCEMENT FOR BANK TO ENTER INTO THIS AGREEMENT AND MAKE
ANY LOAN.
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7.9 Indemnification.
Borrower agrees to pay, reimburse, indemnify and hold
harmless, the Bank, its directors, officers, employees, agents and
representatives from and against any and all actions, costs, damages,
disbursements, expenses (including reasonable attorneys' fees), judgments,
liabilities, losses, obligations, penalties and suits of any kind or nature
whatsoever with respect to: (i) the administration, enforcement, interpretation,
amendment, modification, waiver or consent of any of the Loan Documents; (ii)
the exercise of any right or remedy granted in any of the Loan Documents, the
collection or enforcement of any of the Obligations and the proof or
allowability of any claim arising under any of the Loan Documents, whether in
any bankruptcy or receivership proceeding or otherwise; and (iii) any claim of
third parties, and the prosecution or defense thereof, arising out of or in any
way connected with any of the Loan Documents or any Collateral.
7.10 Further Assurances and Corrective