OTHER THAN
NEW YORK GENERAL OBLIGATIONS LAW 5 1401 AND 5 1402.
8.10
Inconsistent Provisions. The terms of this Agreement and any related
agreements, instruments or other documents, including, without limitation, the
Note and the Collateral Documents, shall be cumulative except to the extent that
they are specifically inconsistent with each other, in which case the terms of
this Agreement shall prevail.
8.11
Limitation of Liability. To the fullest extent permitted by
applicable Law, Borrower shall not assert, and hereby waives any claim against
Lender, on any theory of liability, for special, indirect, consequential or
punitive damages (but excluding direct or actual damages) arising out of, in
connection with or as a result of, this Agreement, any related Loan Documents,
the transactions contemplated hereby or thereby or any Loan or the use of the
proceeds.
8.12
Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto on separate counterparts, each of which
when so executed and delivered shall be an original, but all such counterparts
shall together constitute one and the same agreement. Borrower agrees that in
any legal proceeding, a copy of this Agreement kept in Lender's course of
business may be admitted into evidence as an original.
8.13
Submission to Jurisdiction. BORROWER IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY
KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR
OTHERWISE, AGAINST LENDER OR ANY RELATED PARTY IN ANY WAY RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS RELATING HERETO, IN ANY FORUM OTHER THAN THE
COURTS OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY
IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND
EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE
EXCLUSIVE (SUBJECT ONLY TO THE LAST SENTENCE OF THIS SECTION 8.14) JURISDICTION
OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION,
LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE
COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL
COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION, LITIGATION OR PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING IN THIS AGREEMENT WILL AFFECT ANY RIGHT THAT LENDER MAY OTHERWISE HAVE
TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST BORROWER OR
ANY OF ITS PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION.
30
8.14
Waiver of Venue. BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT