19.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT WILL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE GRANTORS AND THE BANK AND THEIR RESPECTIVE HEIRS,
EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER, THAT THE
GRANTORS 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.
20.
INTERPRETATION.
IN THIS AGREEMENT, UNLESS THE BANK AND THE
GRANTORS 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
6
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 GRANTOR, THE OBLIGATIONS OF SUCH PERSONS OR ENTITIES
WILL BE JOINT AND SEVERAL.
21.
INDEMNITY.
EACH GRANTOR AGREES TO INDEMNIFY EACH OF THE BANK,
EACH LEGAL ENTITY, IF ANY, WHO CONTROLS THE BANK AND EACH OF THEIR RESPECTIVE
DIRECTORS, OFFICERS AND EMPLOYEES (THE "INDEMNIFIED PARTIES") AND TO HOLD EACH
INDEMNIFIED PARTY HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES,
LIABILITIES AND REASONABLE OUT-OF-POCKET EXPENSES (INCLUDING ALL FEES AND
CHARGES OF INTERNAL OR EXTERNAL COUNSEL WITH WHOM ANY INDEMNIFIED PARTY MAY
CONSULT AND ALL EXPENSES OF LITIGATION AND PREPARATION THEREFOR) WHICH ANY
INDEMNIFIED PARTY MAY INCUR OR WHICH MAY BE ASSERTED AGAINST ANY INDEMNIFIED
PARTY BY ANY PERSON, ENTITY OR GOVERNMENTAL AUTHORITY (INCLUDING ANY PERSON OR
ENTITY CLAIMING DERIVATIVELY ON BEHALF OF SUCH GRANTOR), IN CONNECTION WITH OR
ARISING OUT OF OR RELATING TO THE MATTERS REFERRED TO IN THIS AGREEMENT OR THE
OBLIGATIONS, WHETHER (A) ARISING FROM OR INCURRED IN CONNECTION WITH ANY BREACH
OF A REPRESENTATION, WARRANTY OR COVENANT BY A GRANTOR, OR (B) ARISING OUT OF OR
RESULTING FROM ANY SUIT, ACTION, CLAIM, PROCEEDING OR GOVERNMENTAL
INVESTIGATION, PENDING OR THREATENED, WHETHER BASED ON STATUTE, REGULATION OR
ORDER, OR TORT, OR CONTRACT OR OTHERWISE, BEFORE ANY COURT OR GOVERNMENTAL
AUTHORITY; PROVIDED, HOWEVER, THAT THE FOREGOING INDEMNITY AGREEMENT SHALL NOT
APPLY TO ANY CLAIMS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES TO THE EXTENT
ATTRIBUTABLE TO AN INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
THE INDEMNITY AGREEMENT CONTAINED IN