SUCH TERMINATION, BANK'S LIEN AND SECURITY INTEREST IN THE
COLLATERAL AND ALL OF BANK'S RIGHTS AND REMEDIES UNDER THIS AGREEMENT SHALL
CONTINUE UNTIL BORROWER FULLY SATISFIES ITS OBLIGATIONS.
21
12.2
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT BINDS AND IS
FOR THE BENEFIT OF THE SUCCESSORS AND PERMITTED ASSIGNS OF EACH PARTY.
BORROWER
MAY NOT ASSIGN THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS UNDER IT WITHOUT
BANK'S PRIOR WRITTEN CONSENT (WHICH MAY BE GRANTED OR WITHHELD IN BANK'S
DISCRETION).
BANK HAS THE RIGHT, WITHOUT THE CONSENT OF OR NOTICE TO BORROWER,
TO SELL, TRANSFER, ASSIGN, NEGOTIATE, OR GRANT PARTICIPATION IN ALL OR ANY PART
OF, OR ANY INTEREST IN, BANK'S OBLIGATIONS, RIGHTS, AND BENEFITS UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
12.3
INDEMNIFICATION.
BORROWER AGREES TO INDEMNIFY,
DEFEND AND HOLD BANK AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS,
OR ANY OTHER PERSON AFFILIATED WITH OR REPRESENTING BANK (EACH, AN "INDEMNIFIED
PERSON") HARMLESS AGAINST:
(A) ALL OBLIGATIONS, DEMANDS, CLAIMS, AND
LIABILITIES (COLLECTIVELY, "CLAIMS") CLAIMED OR ASSERTED BY ANY OTHER PARTY IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS; AND (B) ALL
LOSSES OR EXPENSES (INCLUDING BANK EXPENSES) IN ANY WAY SUFFERED, INCURRED, OR
PAID BY SUCH INDEMNIFIED PERSON AS A RESULT OF, FOLLOWING FROM, CONSEQUENTIAL
TO, OR ARISING FROM TRANSACTIONS BETWEEN BANK AND BORROWER (INCLUDING REASONABLE
ATTORNEYS' FEES AND EXPENSES), EXCEPT FOR CLAIMS AND/OR LOSSES DIRECTLY CAUSED
BY SUCH INDEMNIFIED PERSON'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
12.4
TIME OF ESSENCE.
TIME IS OF THE ESSENCE FOR THE
PERFORMANCE OF ALL OBLIGATIONS IN THIS AGREEMENT.
12.5
SEVERABILITY OF PROVISIONS.
EACH PROVISION OF THIS
AGREEMENT IS SEVERABLE FROM EVERY OTHER PROVISION IN DETERMINING THE
ENFORCEABILITY OF ANY PROVISION.
12.6
CORRECTION OF LOAN DOCUMENTS.
BANK MAY CORRECT
PATENT ERRORS AND FILL IN ANY BLANKS IN THE LOAN DOCUMENTS CONSISTENT WITH THE
AGREEMENT OF THE PARTIES.
12.7
AMENDMENTS IN WRITING; WAIVER; INTEGRATION.
NO
PURPORTED AMENDMENT OR MODIFICATION OF ANY LOAN DOCUMENT, OR WAIVER, DISCHARGE
OR TERMINATION OF ANY OBLIGATION UNDER ANY LOAN DOCUMENT, SHALL BE ENFORCEABLE
OR ADMISSIBLE UNLESS, AND ONLY TO THE EXTENT, EXPRESSLY SET FORTH IN A WRITING
SIGNED BY THE PARTY AGAINST WHICH ENFORCEMENT OR ADMISSION IS SOUGHT.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, NO ORAL PROMISE OR STATEMENT, NOR ANY
ACTION, INACTION, DELAY, FAILURE TO REQUIRE PERFORMANCE OR COURSE OF CONDUCT
SHALL OPERATE AS, OR EVIDENCE, AN AMENDMENT, SUPPLEMENT OR WAIVER OR HAVE ANY
OTHER EFFECT ON ANY LOAN DOCUMENT.
ANY WAIVER GRANTED SHALL BE LIMITED TO THE
SPECIFIC CIRCUMSTANCE EXPRESSLY DESCRIBED IN IT, AND SHALL NOT APPLY TO ANY
SUBSEQUENT OR OTHER CIRCUMSTANCE, WHETHER SIMILAR OR DISSIMILAR, OR GIVE RISE
TO, OR EVIDENCE, ANY OBLIGATION OR COMMITMENT TO GRANT ANY FURTHER WAIVER.
THE
LOAN DOCUMENTS REPRESENT THE ENTIRE AGREEMENT ABOUT THIS SUBJECT MATTER AND
SUPERSEDE PRIOR NEGOTIATIONS OR AGREEMENTS.
ALL PRIOR AGREEMENTS,
UNDERSTANDINGS, REPRESENTATIONS, WARRANTIES, AND NEGOTIATIONS BETWEEN THE
PARTIES ABOUT THE SUBJECT MATTER OF THE LOAN DOCUMENTS MERGE INTO THE LOAN
DOCUMENTS.
12.8
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS AND BY