SECTION 22.2
MODIFICATION; WAIVER.
No modification, waiver, amendment or discharge of this Agreement or any other
Loan Document shall be valid unless the same is in writing and signed by the
party against which the enforcement of such modification, waiver, amendment or
discharge is sought.
SECTION 22.3
GOVERNING LAW.
THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY
LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF
THE NOTE DELIVERED PURSUANT HERETO WERE AND WILL BE DISBURSED FROM THE STATE OF
NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE
PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY.
IN ALL RESPECTS,
INCLUDING, WITHOUT LIMITATION, MATTERS OF CONSTRUCTION, VALIDITY
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AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE AND APPLICABLE LAW OF
THE UNITED STATES OF AMERICA.
TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER
HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW
OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, AND THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
NOTWITHSTANDING THE FOREGOING, PROVISIONS IN THIS LOAN AGREEMENT AND THE OTHER
LOAN DOCUMENTS WITH RESPECT TO THE CREATION, PERFECTION, PRIORITY, ENFORCEMENT
AND FORECLOSURE OF THE LIENS AND SECURITY INTERESTS CREATED HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE PROJECT
IS LOCATED.
SECTION 22.4
ACQUIESCENCE NOT TO CONSTITUTE WAIVER OF LENDER'S
REQUIREMENTS.
Each and every covenant and condition for the benefit of Lender contained in
this Agreement may be waived by Lender, provided, however, that to the extent
that Lender may have acquiesced in any noncompliance with any construction or
nonconstruction conditions precedent to the Initial Advance under the Loan or to
any subsequent disbursement of Loan proceeds, such acquiescence shall not be
deemed to constitute a waiver by Lender of such requirements with respect to any
future disbursements of Loan proceeds.
SECTION 22.5
DISCLAIMER BY LENDER.
(A)
THIS AGREEMENT IS MADE FOR THE SOLE BENEFIT OF BORROWER AND LENDER, AND
NO OTHER PERSON SHALL HAVE ANY BENEFITS, RIGHTS OR REMEDIES UNDER OR BY REASON
OF THIS AGREEMENT, OR BY REASON OF ANY ACTIONS TAKEN BY LENDER PURSUANT TO THIS
AGREEMENT.
LENDER SHALL NOT BE LIABLE TO ANY CONTRACTORS, SUBCONTRACTORS,
SUPPLIER, ARCHITECT, ENGINEER, TENANT OR OTHER PARTY FOR LABOR OR SERVICES
PERFORMED OR MATERIALS SUPPLIED IN CONNECTION WITH THE CONSTRUCTION.
LENDER
SHALL NOT BE LIABLE FOR ANY DEBTS OR CLAIMS ACCRUING IN FAVOR OF ANY SUCH
PARTIES AGAINST BORROWER OR OTHERS OR AGAINST THE PROJECT.
LENDER, BY MAKING
THE LOAN OR TAKING ANY ACTION PURSUANT TO ANY OF THE LOAN DOCUMENTS, SHALL NOT
BE DEEMED A PARTNER OR A JOINT VENTURER WITH BORROWER OR