Common use of OTHER SPECIAL OR CONSEQUENTIAL DAMAGES Clause in Contracts

OTHER SPECIAL OR CONSEQUENTIAL DAMAGES. Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY BANK OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL WITHOUT PRIOR NOTICE OR HEARING. Bank's failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Bank thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Bank of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Bank in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Bank unless such suspension or waiver is in writing, signed by a duly authorized officer of Bank and directed to Borrower specifying such suspension or waiver.

OTHER SPECIAL OR CONSEQUENTIAL DAMAGES. (b) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY BANK OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL WITHOUT PRIOR NOTICE OR HEARINGCOLLATERAL, provided that in the event that Bank seeks to enforce its rights hereunder by judicial process, Bank shall provide Borrower with such notices as are required by law. (d) Bank's failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Bank thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Bank of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Bank in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Bank unless such suspension or waiver is in writing, signed by a duly authorized officer of Bank and directed to Borrower specifying such suspension or waiver.

OTHER SPECIAL OR CONSEQUENTIAL DAMAGES. Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. Borrower hereby waives the benefit of any law that would otherwise restrict or limit Lender or any affiliate of Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-of against the Obligations, without notice at any time hereafter, any indebtedness, matured or unmatured, owing by Lender or such affiliate of Lender to Borrower, including, without limitation any deposit account at Lender or such affiliate. BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY BANK LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL WITHOUT PRIOR NOTICE OR HEARINGCOLLATERAL. BankLender's failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements Loan Documents shall not waive, affect or diminish any right of Bank Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Bank Lender of an Event of Default under this Agreement or any default under any of the Other Agreements other Loan Documents shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreementsother Loan Documents, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Bank Lender in the exercise of any right or remedy under this Agreement or any Other Agreement other Loan Document shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the Other Agreements other Loan Documents and no Event of Default under this Agreement or default under any of the Other Agreements other Loan Documents shall be deemed to have been suspended or waived by Bank Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Bank Lender and directed to Borrower specifying such suspension or waiver.

OTHER SPECIAL OR CONSEQUENTIAL DAMAGES. Each Borrower hereby waives demandall rights to interpose any claims, presentmentdeductions, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY BANK OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL WITHOUT PRIOR NOTICE OR HEARING. Bank's failure, at any time setoffs or times hereafter, to require strict performance by Borrower counterclaims of any provision of kind, nature or description in any action or proceeding instituted by Lender with respect to this Agreement or any matter arising herefrom or relating hereto, except compulsory counterclaims. EACH BORROWER HEREBY IRREVOCABLY SUBMITS AND CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE IN WHICH THE OFFICE OF LENDER DESIGNATED ABOVE IS LOCATED WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR ANY MATTER ARISING HEREFROM OR RELATING HERETO. ANY SUCH ACTION OR PROCEEDING COMMENCED BY ANY BORROWER AGAINST LENDER WILL BE LITIGATED ONLY IN A FEDERAL COURT LOCATED IN THE DISTRICT, OR A STATE COURT IN THE STATE AND COUNTY, IN WHICH THE OFFICE OF LENDER SET FORTH ABOVE IS LOCATED AND EACH BORROWER WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE IN CONNECTION THEREWITH. In any such action or proceeding, each Borrower waives personal service of the Other Agreements shall not waivesummons and complaint or other process and papers therein and agrees that any process or notice of motion or other application to any of said Courts or a judge thereof, affect or diminish any right of Bank thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Bank of an Event of Default under this Agreement or any default under notice in connection with any of proceedings hereunder may be served (i) inside or outside such State by registered or certified mail, return receipt requested, addressed to such Borrower at the Other Agreements shall not suspend, waive address set forth below or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto which such Borrower has previously advised Lender in writing and whether of the same or of a different kind or character. No delay on the part of Bank as indicated in the exercise records of any right Lender, and service or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements notice so served shall be deemed to complete five (5) days after the same shall have been suspended posted or waived (ii) in such other manner as may be permissible under the rules of said Courts. If the Merger (as defined in the WellTech Loan Agreement) has not occurred on or prior to April 30, 1996 and WellTech and BPI indefeasibly pay to Lender all obligations due to Lender under the WellTech Loan Agreement, in cash, by Bank unless cashier's or bank check or wire transfer, then upon Lender's receipt of such suspension indefeasible payment, this Agreement shall terminate with respect to WellTech's and BPI's obligations to collateralize and guaranty borrowings and obligations of the other Borrowers and with respect to the other Borrowers' obligations to collateralize and guaranty borrowings and obligations of WellTech and BPI, and WellTech and BPI shall no longer be included in the definition of "Borrowers" or waiver is be a "Borrower" hereunder. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. This Agreement may be executed in writingany number of counterparts, signed and by a duly authorized officer the Lender and the Borrowers in separate counterparts, each of Bank which shall be an original, but all of which shall together constitute one and directed to Borrower specifying such suspension or waiverthe same agreement.