CREDITORS OR SHOULD A RECEIVER OR
TRUSTEE BE APPOINTED FOR ALL OR ANY SIGNIFICANT PART OF SUCH 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OBLIGATIONS, OR ANY PART THEREOF, IS, PURSUANT TO APPLICABLE LAW, RESCINDED OR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 IN THE EVENT THAT ANY PAYMENT, OR ANY PART THEREOF, IS RESCINDED,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DEEMED REDUCED ONLY BY SUCH AMOUNT PAID AND NOT SO RESCINDED, REDUCED, RESTORED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.
11
(B)
EACH OF THE PLEDGORS 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, EXEPT AND ONLY TO THE EXTENT PROHIBITED BY AN ORDER OF THE BANKRUPTCY
COURT.
(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 EACH OF THE PLEDGORS AND ITS
SUCCESSORS AND ASSIGNS (INCLUDING A DEBTOR-IN-POSSESSION ON BEHALF OF ANY
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 PLEDGORS.
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 AND
SERVE UPON ANY OTHER PARTY ANY COMMUNICATION WITH RESPECT TO THIS SECURITY
AGREEMENT, EACH SUCH NOTICE, DEMAND, REQUEST, CONSENT, APPROVAL, DECLARATION OR
OTHER COMMUNICATION SHALL BE IN WRITING AND SHALL BE GIVEN IN THE MANNER, AND