ANY SUCH
SUIT, ACTION OR PROCEEDING BY SERVICE OF COPIES OF SUCH PROCESS TO BORROWER AT
ITS ADDRESS PROVIDED HEREIN.
NOTHING IN THIS SECTION 11.12, HOWEVER, SHALL
AFFECT THE RIGHT OF AGENT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW.
TO THE FULL EXTENT PERMITTED BY LAW, BORROWER HEREBY KNOWINGLY,
INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL,
WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS
AGREEMENT OR ANY CONDUCT, ACT OR OMISSION OF BORROWER, OR ANY OF ITS DIRECTORS,
OFFICERS, PARTNERS, PRINCIPALS, MEMBERS, EMPLOYEES OR ANY OTHER AFFILIATES, IN
EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
THE WAIVERS IN THIS SECTION ARE GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND,
WITH RESPECT TO THE WAIVER OF JURY TRIAL, IS INTENDED TO ENCOMPASS INDIVIDUALLY
EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD
OTHERWISE ACCRUE.
AGENT IS HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN
ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THESE WAIVERS BY BORROWER.
138
SECTION 11.13
AMENDMENTS.
EXCEPT AS PROVIDED IN ARTICLE 8 AND
SECTION 11.05 HEREOF, NEITHER THIS AGREEMENT NOR ANY PROVISION HEREOF MAY BE
CHANGED, WAIVED, DISCHARGED OR TERMINATED ORALLY, BUT ONLY BY INSTRUMENT IN
WRITING SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT OF THE CHANGE, WAIVER,
DISCHARGE OR TERMINATION IS SOUGHT.
SECTION 11.14
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH, WHEN EXECUTED AND DELIVERED, SHALL BE AN
ORIGINAL, BUT SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE ONE AND THE SAME
INSTRUMENT.
SECTION 11.15
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE OTHER
PROJECT LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE
PARTIES WITH RESPECT TO THE PROJECT LOAN AND SUPERSEDE ALL OTHER PRIOR
AGREEMENTS AND UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, RELATING TO THE SUBJECT
MATTER HEREOF AND THEREOF, EXCEPT AS SPECIFICALLY AGREED TO THE CONTRARY.
SECTION 11.16
RECOURSE.
AGENT AND LENDERS SHALL HAVE FULL RECOURSE
AGAINST BORROWER FOR ANY LIABILITY OR OBLIGATION OF BORROWER UNDER THIS
AGREEMENT AND THE OTHER PROJECT LOAN DOCUMENTS.
NEITHER LENDERS NOR AGENT NOR
ANY OF THEM SHALL HAVE ANY RECOURSE AGAINST, OR THE RIGHT TO ENFORCE THE
LIABILITY AND OBLIGATION OF, THE OTHER BORROWER ENTITIES TO PERFORM AND OBSERVE
THE OBLIGATIONS CONTAINED IN THIS AGREEMENT OR ANY OTHER PROJECT LOAN DOCUMENTS
BY ANY ACTION OR PROCEEDING BROUGHT AGAINST ANY SUCH OTHER BORROWER ENTITY OTHER
THAN (1) AS EXPRESSLY PROVIDED IN THE GUARANTIES, OR ANY OTHER AGREEMENT
HEREAFTER EXECUTED AND DELIVERED TO AGENT BY SUCH OTHER BORROWER ENTITY IN
CONNECTION WITH THE PROJECT LOAN OR (2) AGAINST THE COLLATERAL GRANTED UNDER THE
SECURITY DOCUMENTS OR ANY OTHER PROJECT LOAN DOCUMENT.
THE PROVISIONS OF THIS
SECTION 11.16 SHALL NOT (I) CONSTITUTE A WAIVER, RELEASE OR IMPAIRMENT OF ANY
OBLIGATION EVIDENCED OR SECURED BY ANY OF THE PROJECT LOAN DOCUMENTS OR THE NYTC
COMPLETION GUARANTY; (II) AFFECT