SECURITY
DEPOSIT ACCOUNTS OR ITS SERVICES HEREUNDER.
19.
HEADINGS.
THE HEADINGS OF THE ARTICLES, SECTIONS AND SUBSECTIONS OF THIS
AGREEMENT ARE FOR THE CONVENIENCE OF REFERENCE ONLY, ARE NOT TO BE CONSIDERED A
PART HEREOF AND SHALL NOT LIMIT OR OTHERWISE AFFECT ANY OF THE TERMS HEREOF.
ALL REFERENCES IN THIS AGREEMENT TO SECTIONS, SUBSECTIONS AND OTHER DIVISIONS
ARE REFERENCES TO THE SECTIONS, SUBSECTIONS AND DIVISIONS OF THIS AGREEMENT
UNLESS OTHERWISE STATED.
20.
INVALID PROVISIONS TO AFFECT NO OTHERS.
IF FULFILLMENT OF ANY PROVISION
HEREOF OR ANY TRANSACTION RELATED HERETO AT THE TIME PERFORMANCE OF SUCH
PROVISIONS SHALL BE DUE, SHALL INVOLVE TRANSCENDING THE LIMIT OF VALIDITY
PRESENTLY PRESCRIBED BY LAW, WITH REGARD TO OBLIGATIONS OF LIKE CHARACTER AND
AMOUNT, THEN, IPSO FACTO, THE OBLIGATION TO BE FULFILLED SHALL BE REDUCED TO THE
LIMIT OF SUCH VALIDITY; AND IF ANY CLAUSE OR PROVISION HEREIN CONTAINED OPERATES
OR WOULD PROSPECTIVELY OPERATE TO INVALIDATE THIS AGREEMENT IN WHOLE OR IN PART,
THEN SUCH CLAUSE OR PROVISION ONLY SHALL BE HELD FOR NAUGHT, AS THOUGH
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NOT HEREIN CONTAINED, AND THE REMAINDER OF THIS AGREEMENT SHALL REMAIN OPERATIVE
AND IN FULL FORCE AND EFFECT.
21.
UCC MATTERS.
PLEDGORS ACKNOWLEDGE AND BANK REPRESENTS THAT EACH OF THE
SECURITY DEPOSIT ACCOUNTS IS A "DEPOSIT ACCOUNT" AS DEFINED IN SECTION 9-102(29)
OF THE UCC.
IN CONNECTION THEREWITH:
(a)
Bank represents that it is an organization
that is engaged in the business of banking and therefore is a "bank" within the
meaning of Section 9-102(8) of the UCC.
(b)
Except to the extent provided in Section 12
hereof, Bank subordinates any security interest in the Collateral which Bank has
or may have to the security interest of Agent in the Collateral.
(c)
Subject to the provisions of Sections 3 and
5 hereof, Bank agrees to follow the directions originated by Agent with respect
to the Collateral without further consent of any Pledgor.
(d)
Bank represents that the Bank's
"jurisdiction" (as determined by the rules set forth in Section 9-304(b) of the
UCC) is New York.
22.
INTERPRETATION.
WHENEVER THE SINGULAR OR PLURAL NUMBER, OR THE MASCULINE,
FEMININE OR NEUTER GENDER IS USED HEREIN, IT SHALL EQUALLY INCLUDE THE OTHER.
THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN
USED IN THIS AGREEMENT SHALL REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY
PARTICULAR PROVISION OF THIS AGREEMENT.
23.
COMPUTATION OF TIME PERIODS.
IN THIS AGREEMENT, WITH RESPECT TO THE
COMPUTATION OF PERIODS OF TIME FROM A SPECIFIED DATE TO A LATER SPECIFIED DATE,
THE WORD "FROM" MEANS BOTH "FROM AND INCLUDING" AND THE WORDS "TO" AND "UNTIL"
BOTH MEAN "TO BUT EXCLUDING."
24.
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS EMBODY THE
ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES WITH RESPECT TO THE LOANS
AND SUPERSEDE ALL OTHER PRIOR AGREEMENTS AND UNDERSTANDINGS, WHETHER ORAL OR
WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF, EXCEPT AS
SPECIFICALLY AGREED TO THE CONTRARY.
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IN WITNESS WHEREOF, the parties hereto