SHALL BE HELD INVALID OR INOPERATIVE, THEN ALL OF THE
REMAINING PORTIONS SHALL REMAIN IN FULL FORCE AND EFFECT, AND, SO FAR AS IS
REASONABLE AND POSSIBLE, EFFECT SHALL BE GIVEN TO THE INTENT MANIFESTED BY THE
PORTION OR PORTIONS HELD TO BE INVALID OR INOPERATIVE.
SECTION 35.5
GOVERNING LAW; JURISDICTION.
(A)
THE PARTIES AGREE THAT THIS AGREEMENT AND THE OBLIGATIONS
ARISING HEREUNDER SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE PROPERTY IS LOCATED WITHOUT
REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF, AND ANY APPLICABLE LAW OF THE
UNITED STATES OF AMERICA.
TO THE FULLEST EXTENT PERMITTED
7
BY LAW, OWNER AND TENANT HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM
TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT.
(B)
ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST AGENT, OWNER OR
TENANT ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE INSTITUTED IN ANY
FEDERAL OR STATE COURT IN THE COUNTY WHERE THE PROPERTY IS LOCATED, AND EACH
PARTY HERETO WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH PARTY HERETO
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT,
ACTION OR PROCEEDING.
SECTION 35.6
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH
TOGETHER SHALL CONSTITUTE AND BE CONSTRUED AS ONE AND THE SAME INSTRUMENT.
SECTION 35.7
SECTION HEADINGS.
SECTION HEADINGS IN THIS AGREEMENT ARE
FOR CONVENIENCE ONLY AND ARE NOT TO BE CONSTRUED AS PART OF THIS AGREEMENT OR IN
ANY WAY LIMITING OR APPLYING THE PROVISIONS HEREOF.
SECTION 35.8
ATTORNEYS' FEES.
IF ANY LEGAL ACTION, SUIT OR PROCEEDING IS
COMMENCED BETWEEN TENANT AND AGENT REGARDING THEIR RESPECTIVE RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO
RECOVER, IN ADDITION TO DAMAGES OR OTHER RELIEF, COSTS AND EXPENSES, REASONABLE
ATTORNEYS' FEES AND COURT COSTS (INCLUDING, WITHOUT LIMITATION, EXPERT WITNESS
FEES).
AS USED HEREIN, THE TERM "PREVAILING PARTY" SHALL MEAN THE PARTY WHICH
OBTAINS THE PRINCIPAL RELIEF IT HAS SOUGHT, WHETHER BY COMPROMISE SETTLEMENT OR
JUDGMENT.
IF THE PARTY WHICH COMMENCED OR INSTITUTED THE ACTION, SUIT OR
PROCEEDING SHALL DISMISS OR DISCONTINUE IT WITHOUT THE CONCURRENCE OF THE OTHER
PARTY, SUCH OTHER PARTY SHALL BE DEEMED THE PREVAILING PARTY.
SECTION 35.9
BINDING NATURE.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE LEGAL
REPRESENTATIVES, SUCCESSORS, SUCCESSORS-IN-TITLE AND ASSIGNS.
WHEN USED HEREIN,
THE TERM "OWNER" REFERS TO THE LANDLORD UNDER THE LEASE AND OWNER AND TO ANY
SUCCESSOR TO THE INTEREST OF LANDLORD OR OWNER UNDER THE LEASE AND "AGENT"
REFERS TO AGENT AND TO ANY ASSIGNEE OR SUBSEQUENT HOLDER OF THE NOTE SECURED BY
THE MORTGAGE (WHETHER BY ASSIGNMENT, SECONDARY MARKET TRANSACTION, OR OTHERWISE)
AND AGENT'S SERVICER OF THE LOAN, IF ANY.
ARTICLE XXXVI - INCORPORATION.
EXHIBIT A,