COUNTERPART OF A SIGNATURE PAGE TO THIS AGREEMENT BY FACSIMILE
TRANSMISSION SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART.
ANY PARTY SO EXECUTING THIS AGREEMENT BY FACSIMILE TRANSMISSION SHALL PROMPTLY
DELIVER A MANUALLY EXECUTED COUNTERPART, PROVIDED THAT ANY FAILURE TO DO SO
SHALL NOT AFFECT THE VALIDITY OF THE COUNTERPART EXECUTED BY FACSIMILE
TRANSMISSION.
10.7.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT WILL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE BORROWER AND THE BANK AND THEIR RESPECTIVE HEIRS,
EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER, THAT THE
BORROWER MAY NOT ASSIGN THIS AGREEMENT IN WHOLE OR IN PART WITHOUT THE BANK'S
PRIOR WRITTEN CONSENT AND THE BANK AT ANY TIME MAY ASSIGN THIS AGREEMENT IN
WHOLE OR IN PART.
10.8.
INTERPRETATION.
IN THIS AGREEMENT, UNLESS THE BANK AND THE BORROWER
OTHERWISE AGREE IN WRITING, THE SINGULAR INCLUDES THE PLURAL AND THE PLURAL THE
SINGULAR; WORDS IMPORTING ANY GENDER INCLUDE THE OTHER GENDERS; REFERENCES TO
STATUTES ARE TO BE CONSTRUED AS INCLUDING ALL STATUTORY PROVISIONS
CONSOLIDATING, AMENDING OR REPLACING THE STATUTE REFERRED TO; THE WORD "OR"
SHALL BE DEEMED TO INCLUDE "AND/OR", THE WORDS "INCLUDING", "INCLUDES" AND
"INCLUDE" SHALL BE DEEMED TO BE FOLLOWED BY THE WORDS "WITHOUT LIMITATION";
REFERENCES TO ARTICLES, SECTIONS (OR SUBDIVISIONS OF SECTIONS) OR EXHIBITS ARE
TO THOSE OF THIS AGREEMENT; AND REFERENCES TO AGREEMENTS AND OTHER CONTRACTUAL
INSTRUMENTS SHALL BE DEEMED TO INCLUDE ALL SUBSEQUENT AMENDMENTS AND OTHER
MODIFICATIONS TO SUCH INSTRUMENTS, BUT ONLY TO THE EXTENT SUCH AMENDMENTS AND
OTHER MODIFICATIONS ARE NOT PROHIBITED BY THE TERMS OF THIS AGREEMENT.
SECTION HEADINGS IN THIS AGREEMENT ARE INCLUDED FOR CONVENIENCE OF REFERENCE
ONLY AND SHALL NOT CONSTITUTE A PART OF THIS AGREEMENT FOR ANY OTHER PURPOSE.
UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT, ALL ACCOUNTING TERMS SHALL BE
INTERPRETED AND ALL ACCOUNTING DETERMINATIONS SHALL BE MADE IN ACCORDANCE WITH
GAAP.
IF THIS AGREEMENT IS EXECUTED BY MORE THAN ONE PARTY AS BORROWER, THE
OBLIGATIONS OF SUCH PERSONS OR ENTITIES WILL BE JOINT AND SEVERAL.
10.9.
NO CONSEQUENTIAL DAMAGES, ETC.
THE BANK WILL NOT BE RESPONSIBLE FOR
ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES THAT MAY BE INCURRED
OR ALLEGED BY ANY PERSON OR ENTITY, INCLUDING THE BORROWER AND ANY GUARANTOR, AS
A RESULT OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY, OR THE USE OF THE PROCEEDS OF THE LOAN.
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10.10.
ASSIGNMENTS AND PARTICIPATIONS.
AT ANY TIME, WITHOUT ANY NOTICE TO
THE BORROWER, THE BANK MAY SELL, ASSIGN, TRANSFER, NEGOTIATE, GRANT
PARTICIPATIONS IN, OR OTHERWISE DISPOSE OF ALL OR ANY PART OF THE BANK'S
INTEREST IN THE LOAN.
THE BORROWER HEREBY AUTHORIZES THE BANK TO PROVIDE,
WITHOUT ANY NOTICE TO THE BORROWER, ANY INFORMATION CONCERNING THE BORROWER,
INCLUDING INFORMATION PERTAINING TO THE BORROWER'S FINANCIAL CONDITION, BUSINESS
OPERATIONS OR GENERAL CREDITWORTHINESS, TO ANY PERSON OR ENTITY WHICH MAY
SUCCEED TO OR PARTICIPATE IN ALL OR ANY PART OF THE BANK'S INTEREST IN THE LOAN;
PROVIDED, HOWEVER, THAT BEFORE BANK PROVIDES ANY CONFIDENTIAL INFORMATION OF
BORROWER TO ANY THIRD