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 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 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
9
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 IN WRITING AND EITHER SHALL BE DELIVERED IN PERSON OR SENT BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, WITH PROPER POSTAGE
PREPAID, OR BY FACSIMILE TRANSMISSION AND CONFIRMED BY DELIVERY OF A COPY BY
PERSONAL DELIVERY OR UNITED STATES MAIL AS OTHERWISE PROVIDED HEREIN:
(a)
If to Agent, at:
Black Diamond Commercial Finance, L.L.C.
One Sound Shore Drive
Greenwich, CT 06830
ATTN: North Metro Harness Initiative, Account Officer
Fax: (203) 674-7808
With a copy to:
Latham & Watkins LLP
Sears Tower, Suite 5800
233 South Wacker Drive
Chicago, Illinois 60606
Attention: Jeffrey G. Moran, Esq.
Fax: (312) 993-9767
If to Pledgor, at:
Southwest Casino and Hotel Corp.
2001 Killebrew Drive
Bloomington, MN 55425
Attn: Thomas E. Fox
Fax: (952) 853-9991
With a copy to:
Ruben & Aronson, LLP
4800 Montgomery Lane, Suite 150
Bethesda, MD 20814
Attention: Lawrence A. London, Esq.
Fax: (301) 951-9636
or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such