2011-10-26 CC Packet - Laserfiche WebLink

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SECTION 13. GENERAL. Section 13.1. The Member shall provide the Bank with such financial information with respect to the Member as the Bank may from time to time reasonably request. Section 13.2. No term or provision of this Agreement is deemed waived and no breach excused, unless the waiver or consent is in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, does not constitute a consent to, waiver of, or excuse for, any other different or subsequent breach. Section 13.3. This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all previous negotiations, proposals, commitments, writings and understandings of any nature whatsoever, whether oral or written, unless they have been expressly incorporated by additional reference in this Agreement. Section 13.4. This Agreement may not be transferred or assigned by the Member, voluntarily or involuntarily, or otherwise, without the prior written consent of the Bank, which may be arbitrarily withheld. The amalgamation, merger or consolidation of the Member shall be deemed to be an assignment of this Agreement. If transferred or assigned without the Bank's prior written consent, this Agreement will be deemed to be terminated, unless the Bank agrees in writing otherwise. Section 13.5. Any terms of this Agreement which by their nature continue after the Agreement terminates, will remain in effect and will apply to each party's successors and permitted assigns. Section 13.6. References to this Agreement include all Schedules attached hereto, which Schedules are incorporated into and form part of this Agreement. The Member acknowledges that the Schedules have been expressly brought to its attention and it knows their content. Section 13. 7. The headings in this Agreement are for ease of reference only and are not to be used in interpreting this Agreement. Section 13.8. If any provision of this Agreement is held to be unenforceable, invalid or void, all other provisions will nevertheless continue in full force and effect. Section 13.9. This Agreement shall be binding upon and inure to the benefit of each party and its respective successors and permitted assigns. Section 13.10. This Agreement shall be governed by and construed in accordance with the laws of the state of Illinois and federal law applicable therein. The Member irrevocably submits to the jurisdiction of the courts of the state of Illinois and the U.S. District Court, District of Illinois and agrees that any legal action or proceeding with respect to this Agreement may be commenced in such courts. Member and the Bank each irrevocably waive any right to trial by jury in any proceeding related to this Agreement. Member and Bank shall each bear all its fees -11- 45