02/28/12 - Laserfiche WebLink

Home

defense available to, or a discharge of, Borrower or a subordinated creditor. Creditor hereby waives demand, presentment for performance, protest, notice of dishonor and of protest with respect to the Subordinated Debt and the Collateral and notice of acceptance of this Agreement. (c) Nothing in this Agreement will obligate Bank to grant credit to, or continue financing arrangements with, Borrower. 12. Continuing Agreement. This is a continuing agreement and will remain in full force and effect until all of the Obligations and all of Creditor's obligations and undertakings to Bank have been fully performed and indefeasibly satisfied and until all the Loan Documents have been terminated. This Agreement will continue to be effective or will be automatically reinstated, as the case may be, if at any time payment of all or any part of the Obligations is rescinded or must otherwise be returned by Bank upon insolvency, bankruptcy, or reorganization of Borrower or otherwise, all as though such payment had not been made. 13. No Challenge to Liens. Creditor agrees that it will not make any assertion, claim or argument in any action, suit or proceeding of any nature whatsoever in any way challenging the priority, validity or effectiveness of the liens and security interests granted to Bank. 14. Disposition or Release of Collateral. (a) If at any time or from time to time the Collateral, or any portion thereof, is in any manner sold or otherwise transferred, Creditor shall not be entitled to receive any proceeds (cash or non -cash) of such disposition unless and until the Obligations have been indefeasibly paid in full. (b) If, at any time and for any reason, Bank releases its lien on the Collateral, or any portion thereof, Creditor shall likewise release its lien on the property so released from Bank's lien, if Creditor has obtained such a lien. 15. Order of Proceedings. Nothing in this Agreement is intended to compel Bank or Creditor at any time to declare Borrower and /or Mezzanine Borrower in default or compel Bank to proceed against or refrain from proceeding against any Collateral in any order or manner. All rights and remedies of Bank with respect to the Collateral, Borrower, and any other obligors concerning the Obligations are cumulative and not alternative. 16. Assignments. (a) Creditor agrees that as a prior condition of any assignment of any of its interests under any of Creditor Documents, Creditor shall require the assignee to acknowledge this Agreement and agree, in writing, to be bound by the terms and conditions hereof. (b) Each and every Creditor Document shall bear the following legend, or a similar legend acceptable to Bank, in boldface type: 1616593v10 (4982- 95337) 8