of each of the undersigned shall be unaffected by the failure of any
of the undersigned to execute any or all of said counterparts.
13.
FURTHER ASSURANCES. Solely to the limited extent necessary for the parties to
discharge or perform their obligations and agreements under this Agreement.
Borrower will in good faith, execute and deliver (in recordable form, if
necessary), such further instruments and will take such other action as Wachovia
may reasonably request.
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14.
GOVERNING LAW AND VENUE. This Agreement shall be interpreted under the laws of
the State of Florida regardless of the domicile of any party, and without regard
to conflicts-of-law principles, and shall be deemed for such purposes to have
been made, executed and performed in the State of Florida. Any action brought in
connection with this Agreement shall be brought in the Circuit Court in and for
Orange County, Florida, or any county where the property subject to the
Mortgages lies.
15.
RELEASE. AS A MATERIAL INDUCEMENT FOR WACHOVIA TO EXECUTE THIS AGREEMENT,
BORROWER DOES HEREBY RELEASE, WAIVE, DISCHARGE, COVENANT NOT TO SUE, ACQUIT,
SATISFY AND FOREVER DISCHARGE WACHOVIA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND
AGENTS AND ITS AFFILIATES AND ASSIGNS FROM ANY AND ALL LIABILITY, CLAIMS,
COUNTERCLAIMS, DEFENSES, ACTIONS, CAUSES OF ACTION, SUITS, CONTROVERSIES,
AGREEMENTS, PROMISES AND DEMANDS WHATSOEVER IN LAW OR IN EQUITY WHICH THE
BORROWER EVER HAD, NOW HAS, OR WHICH ANY PERSONAL REPRESENTATIVE, SUCCESSOR,
HEIR OR ASSIGN OF BORROWER HEREAFTER CAN, SHALL OR MAY HAVE AGAINST WACHOVIA,
ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, AND ITS AFFILIATES AND ASSIGNS,
FOR, UPON OR BY REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER THROUGH THE DATE
THAT THIS AGREEMENT IS EXECUTED. BORROWER FURTHER EXPRESSLY AGREES THAT THE
FOREGOING RELEASE AND WAIVER AGREEMENT IS INTENDED TO BE AS BROAD AND INCLUSIVE
AS PERMITTED BY THE LAWS OF THE STATE OF FLORIDA.
16.
WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW. BORROWER BY
EXECUTION HEREOF AND WACHOVIA BY ACCEPTANCE HEREOF, KNOWINGLY, VOLULNTARILY AND
INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COUIRSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT
HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO WACHOVIA TO ACCEPT THIS
AGREEMENT.
BORROWER AND WACHOVIA AGREE THAT THEY SHALL NOT HAVE A REMEDY OF PUNITIVE OR
EXEMPLARY DAMAGES AGAINST THE OTHER IN ANY DISPUTE AND HEREBY WAIVE ANY RIGHT OR
CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY HAVE NOW OR WHICH MAY ARISE IN THE
FUTURE IN CONNECTION WITH ANY DISPUTE WHETHER THE DISPUTE IS RESOLVED BY
ARBITRATION OR JUDICIALLY.
17.
WAIVER OF BANKRUPTCY STAY. BORROWER HEREBY AGREES, IN CONSIDERATION OF THE
RECITALS AND MUTUAL COVENANTS CONTAINED HEREIN, AND FOR OTHER GOOD AND VALUABLE
CONSIDERATION. INCLUDING THE FORBEARANCE OFWACHOVIA FROM GOING