THE BOARD SHALL HAVE THE EXCLUSIVE POWER AND AUTHORITY TO ADMINISTER THIS
AGREEMENT AND TO EXERCISE ALL RIGHTS AND POWERS SPECIFICALLY GRANTED TO THE
BOARD, OR THE COMPANY, OR AS MAY BE NECESSARY OR ADVISABLE IN THE ADMINISTRATION
OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE RIGHT AND POWER TO
(I) INTERPRET THE PROVISIONS OF THIS AGREEMENT AND (II) MAKE ALL DETERMINATIONS
DEEMED NECESSARY OR ADVISABLE FOR THE ADMINISTRATION OF THIS AGREEMENT
(INCLUDING A DETERMINATION TO REDEEM OR NOT REDEEM THE RIGHTS OR TO AMEND THE
AGREEMENT).
ALL SUCH ACTIONS, CALCULATIONS, INTERPRETATIONS AND DETERMINATIONS
(INCLUDING, FOR PURPOSES OF CLAUSE (Y) BELOW, ALL OMISSIONS WITH RESPECT TO THE
FOREGOING) WHICH ARE DONE OR MADE BY THE BOARD IN GOOD FAITH, SHALL (X) BE
FINAL, CONCLUSIVE AND BINDING ON THE COMPANY, THE RIGHTS AGENT, THE HOLDERS OF
THE RIGHTS CERTIFICATES AND ALL OTHER PARTIES AND (Y) NOT SUBJECT THE BOARD TO
ANY LIABILITY TO THE HOLDERS OF THE RIGHTS. THE RIGHTS AGENT IS ENTITLED ALWAYS
TO ASSUME THE BOARD ACTED IN GOOD FAITH AND SHALL BE FULLY PROTECTED AND INCUR
NO LIABILITY IN RELIANCE THEREON.
30.
BENEFITS OF THIS AGREEMENT.
NOTHING IN THIS
AGREEMENT SHALL BE CONSTRUED TO GIVE TO ANY PERSON OTHER THAN THE COMPANY, THE
RIGHTS AGENT AND THE REGISTERED HOLDERS OF THE RIGHTS CERTIFICATES (AND, PRIOR
TO THE DISTRIBUTION DATE, THE SHARES OF VOTING STOCK) ANY LEGAL OR EQUITABLE
RIGHT, REMEDY OR CLAIM UNDER THIS AGREEMENT; BUT THIS AGREEMENT SHALL BE FOR THE
SOLE AND EXCLUSIVE BENEFIT OF THE COMPANY, THE RIGHTS AGENT AND THE REGISTERED
HOLDERS OF THE RIGHTS CERTIFICATES (AND, PRIOR TO THE DISTRIBUTION DATE, THE
SHARES OF VOTING STOCK).
31.
SEVERABILITY.
IF ANY TERM, PROVISION,
COVENANT OR RESTRICTION OF THIS AGREEMENT IS HELD BY A COURT OF COMPETENT
JURISDICTION OR OTHER AUTHORITY TO BE INVALID, VOID OR UNENFORCEABLE, THE
REMAINDER OF THE TERMS, PROVISIONS, COVENANTS AND RESTRICTIONS OF THIS AGREEMENT
SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED
OR INVALIDATED; PROVIDED,
36
HOWEVER, THAT NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IF ANY
SUCH TERM, PROVISION, COVENANT OR RESTRICTION IS HELD BY SUCH COURT OR AUTHORITY
TO BE INVALID, VOID OR UNENFORCEABLE AND THE BOARD DETERMINES IN ITS GOOD FAITH
JUDGMENT THAT SEVERING THE INVALID LANGUAGE FROM THIS AGREEMENT WOULD ADVERSELY
AFFECT THE PURPOSE OR EFFECT OF THIS AGREEMENT, THE RIGHT OF REDEMPTION SET
FORTH IN SECTION 23 HEREOF SHALL BE REINSTATED (IF ALREADY EXPIRED) AND SHALL
NOT EXPIRE UNTIL THE CLOSE OF BUSINESS ON THE TENTH DAY FOLLOWING THE DATE OF
SUCH DETERMINATION BY THE BOARD.
32.
GOVERNING LAW.
THIS AGREEMENT AND EACH
RIGHT AND EACH RIGHTS CERTIFICATE ISSUED HEREUNDER SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF NEW YORK AND FOR ALL PURPOSES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH JURISDICTION APPLICABLE TO
CONTRACTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH JURISDICTION.
33.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS AND