TO ANY SUCH BANKRUPTCY OR SIMILAR LAW OR OTHER LAW SHALL NOT DIMINISH,
DISCHARGE OR OTHERWISE AFFECT IN ANY WAY THE OBLIGATIONS OF THAT LOAN PARTY
UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND THAT UPON THE INSTITUTION
OF ANY OF THE ABOVE ACTIONS, SUCH OBLIGATIONS SHALL BE ENFORCEABLE AGAINST THAT
LOAN PARTY.
LIMITATION; INSOLVENCY LAWS.
AS USED IN THIS SECTION 14.2(J): (A) THE TERM
"APPLICABLE INSOLVENCY LAWS" MEANS THE LAWS OF THE UNITED STATES OF AMERICA OR
OF ANY STATE, PROVINCE, NATION OR OTHER GOVERNMENTAL UNIT RELATING TO
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, ADJUSTMENT OF DEBTS, RELIEF OF DEBTORS,
DISSOLUTION, INSOLVENCY, FRAUDULENT TRANSFERS OR CONVEYANCES OR OTHER SIMILAR
LAWS (INCLUDING, WITHOUT LIMITATION, 11 U. S. C. §547, §548, §550 AND OTHER
"AVOIDANCE" PROVISIONS OF TITLE 11 OF THE UNITED STATED CODE) AS APPLICABLE IN
ANY PROCEEDING IN WHICH THE VALIDITY AND/OR ENFORCEABILITY OF THIS AGREEMENT
AGAINST ANY LOAN PARTY, OR ANY SPECIFIED LIEN IS IN ISSUE; AND (B) "SPECIFIED
LIEN" MEANS ANY SECURITY INTEREST, MORTGAGE, LIEN OR ENCUMBRANCE GRANTED BY ANY
LOAN PARTY SECURING THE OBLIGATIONS, IN WHOLE OR IN PART.
NOTWITHSTANDING ANY
OTHER PROVISION OF THIS AGREEMENT, IF, IN ANY PROCEEDING, A COURT OF COMPETENT
JURISDICTION DETERMINES THAT WITH RESPECT TO ANY LOAN PARTY, THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT OR ANY SPECIFIED LIEN WOULD, BUT FOR THE OPERATION OF
THIS SECTION, BE SUBJECT TO AVOIDANCE AND/OR RECOVERY OR BE UNENFORCEABLE BY
REASON OF APPLICABLE INSOLVENCY LAWS, THIS AGREEMENT AND EACH SUCH SPECIFIED
LIEN SHALL BE VALID AND ENFORCEABLE AGAINST SUCH LOAN PARTY, ONLY TO THE MAXIMUM
EXTENT THAT WOULD NOT CAUSE THIS AGREEMENT, SUCH OTHER LOAN DOCUMENT OR SUCH
SPECIFIED LIEN TO BE SUBJECT TO AVOIDANCE, RECOVERY OR UNENFORCEABILITY.
TO THE
EXTENT THAT ANY PAYMENT TO, OR REALIZATION BY, THE LENDER ON THE OBLIGATIONS
EXCEEDS THE LIMITATIONS OF THIS SECTION AND IS OTHERWISE SUBJECT TO AVOIDANCE
AND RECOVERY IN ANY SUCH PROCEEDING, THE AMOUNT SUBJECT TO AVOIDANCE SHALL IN
ALL EVENTS BE LIMITED TO THE AMOUNT BY WHICH SUCH ACTUAL PAYMENT OR REALIZATION
EXCEEDS SUCH LIMITATION, AND THIS AGREEMENT AND SUCH OTHER LOAN DOCUMENT AS
LIMITED SHALL IN ALL EVENTS REMAIN IN FULL FORCE AND EFFECT AND BE FULLY
ENFORCEABLE AGAINST SUCH LOAN PARTY.
THIS SECTION IS INTENDED SOLELY TO RESERVE
THE RIGHTS OF THE LENDER HEREUNDER AGAINST EACH LOAN PARTY, IN SUCH PROCEEDING
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE INSOLVENCY LAWS AND NEITHER THE
LOAN PARTIES, ANY GUARANTOR OF THE OBLIGATIONS NOR ANY OTHER PERSON SHALL HAVE
ANY RIGHT, CLAIM OR DEFENSE UNDER THIS SECTION THAT WOULD NOT OTHERWISE BE
AVAILABLE UNDER APPLICABLE INSOLVENCY LAWS IN SUCH PROCEEDING.
GENERAL.
Waiver; Amendments.
No delay on the part of the Lender in the exercise of any
right, power or remedy shall operate as a waiver thereof, nor shall any single
or partial exercise by any of them of any right, power or remedy preclude other
or further exercise thereof, or the exercise of any other right, power or
remedy.
No amendment, modification or waiver of, or consent