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<br /> Agreement to be performed by the Indemnitor shall not be construed as a waiver of any succeeding breach of
<br /> the same or other covenants, agreements, restrictions, obligations or conditions under this Agreement.
<br /> Furthermore, in order to be effective, any waiver must be in writing executed by First American.
<br /> 11.2. No Third Party Beneficiaries. This Agreement is only between Indemnitor and First American, and
<br /> is not intended to be, nor shall it be construed as being, for the benefit of any third party.
<br /> 11.3. Partial Invalidity. In any term, provision, condition or covenant of this Agreement or the application
<br /> thereof to any party or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this
<br /> Agreement, or the application of such term, provision, condition or covenant to persons or circumstances other
<br /> than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term
<br /> and provision of this Agreement shall be valid and enforceable to the fullest extend permitted by law.
<br /> 11.4. Modification or Amendment. Any alteration, change, modification or amendment of this Agreement
<br /> or any documents incorporated herein, in order to become effective, shall be made by written instrument
<br /> executed by all parties hereto.
<br /> 11.5. Execution in Counterpart. This Agreement and any modification, amendment or supplement to this
<br /> Agreement may be executed by Indemnitor in several counterparts, and as so executed, shall constitute one
<br /> Agreement binding on all Indemnitors, notwithstanding that all Indemnitors are not signatories to the original or
<br /> the same counterpart.
<br /> 11.6. Oualification; Authority. Each individual executing this Agreement on behalf of an Indemnitor
<br /> which is an entity, represents, warrants and covenants to First American that (a) such entity is duly formed and
<br /> authorized to do business in the State, (b) such person is duly authorized to execute and deliver this Agreement
<br /> on behalf of such entity in accordance with authority granted under the organizational documents of such entity,
<br /> and (c) such entity is bound under the terms of this Agreement.
<br /> 11.7. MerQer of Prior AQreements and UnderstandinQs. This Agreement and other documents
<br /> incorporated herein by reference contain the entire understanding and agreement between the parties relating to
<br /> the obligations of the parties with respect to Mechanics' Liens for future transactions involving the Property and
<br /> all prior or contemporaneous agreements, understandings, representations and statements, oral or written, shall
<br /> be of no force or effect.
<br /> 11.8. Other. This Agreement shall be construed according to its fair meaning as if prepared by all parties
<br /> to this Agreement. This Agreement shall be interpreted in accordance with the laws of the State and Indemnitor
<br /> hereby agrees to submit to the jurisdiction of any state or federal court of First American's choosing having
<br /> competent jurisdiction, and to make no objection to venue therein should any action at law or in equity be
<br /> necessary to enforce or interpret this Agreement. If any action at law or in equity is necessary to enforce or
<br /> interpret the terms of this Agreement, the prevailing party in such action shall be entitled to have and to recover
<br /> from the other party its reasonable attorneys' fees and other reasonable expenses in connection with such action
<br /> or proceeding in addition to its recoverable court costs. Titles and captions are for convenience only and shall not
<br /> constitute a portion of this Agreement. The recitals set forth hereinabove are incorporated into this Agreement.
<br /> As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall be
<br /> deemed to include the others wherever and whenever the context so dictates. This Agreement shall inure to the
<br /> benefit of and bind the personal representatives, successors and assigns of the parties hereto.
<br /> 12. SECURITY. Indemnitor has or will provide security for this Agreement to First American as follows:
<br /> [ X ] None at this time [ ] Letter of Credit Agreement with
<br /> Sight Draft Form
<br /> [ ] Security Agreement* (Non Cash) [ ] Control Agreement
<br /> [ ] Security Agreement* (Cash) [ ] Deed of Trust
<br /> [ ] Security Agreement (Letter of Credit) [ ] Mortgage
<br /> * Requires a UCC Financing Statement to be executed and filed.
<br /> A breach by an obligor, pledgor or debtor under any of the foregoing documents as well as any documents
<br /> which may be referenced in such documents shall be deemed a breach by Indemnitor under this Agreement.
<br /> Unless otherwise agreed in writing, any sums held by First American as security may be held by First American in
<br /> its general accounts and not deposited into an interest bearing account. Indemnitor understands that as a result
<br /> of maintaining its accounts with a financial institution and its on-going banking relationship with the specific
<br /> financial institution, First American may receive certain financial benefits such as an array of bank services,
<br /> accommodations, loans or other business transactions from the financial institution ("collateral benefits").
<br /> Indemnitor agrees that any and all such collateral benefits shall belong solely to First American and First
<br /> American shall have no obligation to account to Indemnitor for the value of any such collateral benefits. If the
<br /> funds are deposited into a special interest bearing account, all such interest shall be added to and retained in the
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<br /> c2001 First American Title Insurance Company
<br /> All Rights Reserved
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