POSSIBLE, EACH PROVISION OF THIS
AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT SHALL BE PROHIBITED BY OR
INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT
OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH
PROVISION OR THE REMAINING PROVISIONS OF THIS AGREEMENT.
SECTION 10.10.
PREFERENCES.
LENDER SHALL HAVE THE CONTINUING AND
EXCLUSIVE RIGHT TO APPLY OR REVERSE AND REAPPLY ANY AND ALL PAYMENTS BY BORROWER
TO ANY PORTION OF THE OBLIGATIONS OF BORROWER HEREUNDER.
TO THE EXTENT BORROWER
MAKES A PAYMENT OR PAYMENTS TO LENDER, WHICH PAYMENT OR PROCEEDS OR ANY PART
THEREOF ARE SUBSEQUENTLY INVALIDATED, DECLARED TO BE FRAUDULENT OR PREFERENTIAL,
SET ASIDE OR REQUIRED TO BE REPAID TO A TRUSTEE, RECEIVER OR ANY OTHER PARTY
UNDER ANY BANKRUPTCY LAW, STATE OR FEDERAL LAW, COMMON LAW OR EQUITABLE CAUSE,
THEN, TO THE EXTENT OF SUCH PAYMENT OR PROCEEDS RECEIVED, THE OBLIGATIONS
HEREUNDER OR PART THEREOF INTENDED TO BE SATISFIED SHALL BE REVIVED AND CONTINUE
IN FULL FORCE AND EFFECT, AS IF SUCH PAYMENT OR PROCEEDS HAD NOT BEEN RECEIVED
BY LENDER.
SECTION 10.11.
WAIVER OF NOTICE.
BORROWER HEREBY EXPRESSLY WAIVES, AND
SHALL NOT BE ENTITLED TO, ANY NOTICES OF ANY NATURE WHATSOEVER FROM LENDER
EXCEPT WITH RESPECT TO MATTERS FOR WHICH THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS SPECIFICALLY AND EXPRESSLY PROVIDE FOR THE GIVING OF NOTICE BY LENDER
TO BORROWER AND EXCEPT WITH RESPECT TO MATTERS FOR WHICH BORROWER IS NOT,
PURSUANT TO APPLICABLE LEGAL REQUIREMENTS, PERMITTED TO WAIVE THE GIVING OF
NOTICE.
SECTION 10.12.
REMEDIES OF BORROWER.
IN THE EVENT THAT A CLAIM OR
ADJUDICATION IS MADE THAT LENDER OR ITS AGENTS HAVE ACTED UNREASONABLY OR
UNREASONABLY DELAYED ACTING IN ANY CASE WHERE BY LAW OR UNDER THIS AGREEMENT OR
THE OTHER LOAN DOCUMENTS, LENDER OR SUCH AGENT, AS THE CASE MAY BE, HAS AN
OBLIGATION TO ACT REASONABLY OR PROMPTLY, BORROWER AGREES THAT NEITHER LENDER
NOR ITS AGENTS SHALL BE LIABLE FOR ANY MONETARY DAMAGES, AND BORROWER'S SOLE
REMEDIES SHALL BE LIMITED TO COMMENCING AN ACTION SEEKING INJUNCTIVE RELIEF OR
DECLARATORY JUDGMENT.
THE PARTIES HERETO AGREE THAT ANY ACTION OR PROCEEDING TO
DETERMINE WHETHER LENDER HAS ACTED REASONABLY SHALL BE DETERMINED BY AN ACTION
SEEKING DECLARATORY JUDGMENT AND INJUNCTIVE RELIEF AS APPROPRIATE.
SECTION 10.13.
EXPENSES AND INDEMNITY.
(A)
BORROWER COVENANTS AND AGREES TO PAY OR, IF BORROWER FAILS TO PAY,
TO REIMBURSE, LENDER UPON RECEIPT OF NOTICE FROM LENDER FOR ALL REASONABLE COSTS
AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS) INCURRED
BY LENDER IN CONNECTION WITH (I) THE PREPARATION, NEGOTIATION, EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND ALL THE COSTS OF FURNISHING
ALL OPINIONS BY COUNSEL FOR BORROWER (INCLUDING WITHOUT LIMITATION ANY OPINIONS
REQUESTED BY LENDER AND REQUIRED TO BE PROVIDED BY BORROWER PURSUANT TO THE LOAN
DOCUMENTS AS TO ANY LEGAL MATTERS ARISING UNDER THIS AGREEMENT OR