EFFECTIVE SHOULD ANY PETITION BE
FILED BY OR AGAINST PLEDGOR OR ANY PLEDGED ENTITY FOR LIQUIDATION OR
REORGANIZATION, SHOULD PLEDGOR OR ANY PLEDGED ENTITY BECOME INSOLVENT OR MAKE AN
ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR SHOULD A RECEIVER OR TRUSTEE BE
APPOINTED FOR ALL OR ANY SIGNIFICANT PART OF PLEDGOR'S OR A PLEDGED ENTITY'S
ASSETS, AND SHALL CONTINUE TO BE EFFECTIVE OR BE REINSTATED, AS THE CASE MAY BE,
IF AT ANY TIME PAYMENT AND PERFORMANCE OF THE SECURED OBLIGATIONS, OR ANY PART
THEREOF, IS, PURSUANT TO APPLICABLE LAW, RESCINDED OR REDUCED IN AMOUNT, OR MUST
OTHERWISE BE RESTORED OR RETURNED BY ANY OBLIGEE OF THE SECURED OBLIGATIONS,
WHETHER AS A "VOIDABLE PREFERENCE", "FRAUDULENT CONVEYANCE", OR OTHERWISE, ALL
AS THOUGH SUCH PAYMENT OR PERFORMANCE HAD NOT BEEN MADE.
IN THE EVENT THAT ANY
PAYMENT, OR ANY PART THEREOF, IS RESCINDED, REDUCED, RESTORED OR RETURNED, THE
SECURED OBLIGATIONS SHALL BE REINSTATED AND DEEMED REDUCED ONLY BY SUCH AMOUNT
PAID AND NOT SO RESCINDED, REDUCED, RESTORED OR RETURNED.
15.
MISCELLANEOUS.
(A)
AGENT MAY EXECUTE ANY OF ITS DUTIES HEREUNDER BY OR THROUGH AGENTS
OR EMPLOYEES AND SHALL BE ENTITLED TO ADVICE OF COUNSEL CONCERNING ALL MATTERS
PERTAINING TO ITS DUTIES HEREUNDER.
(B)
PLEDGOR AGREES TO PROMPTLY REIMBURSE AGENT FOR ACTUAL OUT-OF-POCKET
EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE COUNSEL FEES, INCURRED BY
AGENT IN CONNECTION WITH THE ADMINISTRATION AND ENFORCEMENT OF THIS AGREEMENT.
(C)
NEITHER AGENT, NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS OR COUNSEL SHALL BE LIABLE FOR ANY ACTION LAWFULLY TAKEN OR
OMITTED TO BE TAKEN BY IT OR THEM HEREUNDER OR IN CONNECTION HEREWITH, EXCEPT
FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY
DETERMINED BY A COURT OF COMPETENT JURISDICTION.
(D)
THIS AGREEMENT SHALL BE BINDING UPON PLEDGOR AND ITS SUCCESSORS AND
ASSIGNS (INCLUDING A DEBTOR-IN-POSSESSION ON BEHALF
11
OF PLEDGOR), AND SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY, AGENT AND
ITS SUCCESSORS AND ASSIGNS, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
MADE AND PERFORMED IN THAT STATE, AND NONE OF THE TERMS OR PROVISIONS OF THIS
AGREEMENT MAY BE WAIVED, ALTERED, MODIFIED OR AMENDED EXCEPT IN WRITING DULY
SIGNED FOR AND ON BEHALF OF AGENT AND PLEDGOR.
16.
SEVERABILITY.
IF FOR ANY REASON ANY
PROVISION OR PROVISIONS HEREOF ARE DETERMINED TO BE INVALID AND CONTRARY TO ANY
EXISTING OR FUTURE LAW, SUCH INVALIDITY SHALL NOT IMPAIR THE OPERATION OF OR
EFFECT THOSE PORTIONS OF THIS AGREEMENT WHICH ARE VALID.
17.
NOTICES.
EXCEPT AS OTHERWISE PROVIDED
HEREIN, WHENEVER IT IS PROVIDED HEREIN THAT ANY NOTICE, DEMAND, REQUEST,
CONSENT, APPROVAL, DECLARATION OR OTHER COMMUNICATION SHALL OR MAY BE GIVEN TO
OR SERVED UPON ANY OF THE PARTIES BY ANY OTHER PARTY, OR WHENEVER ANY OF THE
PARTIES DESIRES TO GIVE OR SERVE UPON ANY OTHER A COMMUNICATION WITH RESPECT TO
THIS AGREEMENT, EACH SUCH NOTICE, DEMAND, REQUEST, CONSENT, APPROVAL,
DECLARATION OR OTHER COMMUNICATION SHALL BE