INJURIES
OR DAMAGES TO EACH CIT CREDIT PARTY, ITS SUCCESSORS, AGENTS, ATTORNEYS,
OFFICERS, DIRECTORS, ASSIGNS AND PERSONAL AND LEGAL REPRESENTATIVES ARISING IN
CONNECTION WITH SUCH MATTERS RELEASED PURSUANT TO THE OTHER PROVISIONS OF THIS
PARAGRAPH. EACH CIT CREDIT PARTY REPRESENTS AND WARRANTS TO CIT THAT IT HAS NOT
PURPORTED TO TRANSFER, ASSIGN OR
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OTHERWISE CONVEY ANY RIGHT, TITLE OR INTEREST OF A CIT CREDIT PARTY IN ANY
RELEASED MATTER TO ANY OTHER PERSON AND THAT THE FOREGOING CONSTITUTES A FULL
AND COMPLETE RELEASE OF EACH CIT CREDIT PARTY'S CLAIMS WITH RESPECT TO ALL SUCH
MATTERS. THE PROVISIONS OF THIS SECTION 12(k) AND THE REPRESENTATIONS,
WARRANTIES, RELEASES, WAIVERS, REMISES, ACQUITTANCES, DISCHARGES, COVENANTS,
AGREEMENTS AND INDEMNIFICATIONS CONTAINED HEREIN (A) CONSTITUTE A MATERIAL
CONSIDERATION FOR AND INDUCEMENT TO CIT'S ENTERING INTO THIS AGREEMENT, (B) DO
NOT CONSTITUTE AN ADMISSION OF OR BASIS FOR ESTABLISHING ANY DUTY, OBLIGATION OR
LIABILITY OF CIT TO A CIT CREDIT PARTY OR ANY OTHER PERSON, (C) DO NOT
CONSTITUTE AN ADMISSION OF OR BASIS FOR ESTABLISHING ANY LIABILITY, WRONGDOING,
OR VIOLATION OF ANY OBLIGATION, DUTY OR AGREEMENT OF CIT TO A CIT CREDIT PARTY
OR ANY OTHER PERSON, AND (D) SHALL NOT BE USED AS EVIDENCE AGAINST CIT BY A CIT
CREDIT PARTY OR ANY OTHER PERSON FOR ANY PURPOSE.
(l) Waiver of Jury Trial. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO
HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT,
TORT, OR OTHERWISE, BETWEEN CIT AND ANY CIT CREDIT PARTY OR ANY OF THEIR
RESPECTIVE AFFILIATES ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL
TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN THIS AGREEMENT. INSTEAD, ANY
DISPUTES RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.
(m) Submission to Jurisdiction. Each CIT Credit Party agrees that all
disputes among them and CIT arising out of, connected with, related to, or
incidental to the relationship established between them in this Agreement,
whether arising in contract, tort, equity, or otherwise, shall be resolved only
by the courts of the State of New York, the federal courts sitting in the
Southern District of New York, and appellate court from any thereof. Each CIT
Credit Party waives in all disputes any objection that any of them may have to
the location of the court considering the dispute which court shall have been
chosen in accordance with the foregoing.
(n) Loan Documents. This Agreement shall constitute a Loan Document.
(o) Final Agreement. THIS AGREEMENT, THE CIT CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO
THE SUBJECT MATTER HEREOF ON THE DATE THIS AGREEMENT IS EXECUTED. NONE OF THE
LOAN DOCUMENTS MAY BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION,
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RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS AGREEMENT
SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY EACH CIT CREDIT