Venture.
The parties intend and agree that the relationship
between them shall be solely that of contracting parties.
Nothing contained in
this Agreement or in any of the Loan Documents shall be deemed or construed to
create a partnership, tenancy-in-common, joint tenancy, joint venture or
co-ownership by or between Borrower and Lender.
Lender shall not in any way be
responsible for the debts, losses or obligations of Borrower with respect to the
Property or otherwise.
All obligations to pay the Impositions arising from the
ownership, operation or occupancy of the Property and to perform all other
agreements and contracts relating to the Property shall be the sole
responsibility of Borrower.
Borrower, subject to the terms and provisions of
the Loan Documents (including this Agreement), shall be free to determine and
follow its own policies and practices in the conduct of its business.
9.30 Indemnification Provisions.
THIS AGREEMENT CONTAINS INDEMNIFICATION
PROVISIONS WHICH, AMONG OTHER MATTERS AND IN CERTAIN CIRCUMSTANCES, INDEMNIFY
LENDER AND OTHER INDEMNITEES AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE
AND AGAINST ANY STRICT LIABILITY WHICH COULD BE IMPOSED ON LENDER AND SUCH OTHER
INDEMNITEES.
9.31 Applicable Law; Consent to Jurisdiction; No Jury.
BORROWER AND LENDER
HEREBY AGREE THAT THIS AGREEMENT SHALL BE INTERPRETED, CONSTRUED, GOVERNED AND
ENFORCED ACCORDING TO THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO ITS PRINCIPLES OF CHOICE OF LAW OR CONFLICTS OF LAW THAT WOULD
DEFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION, EXCEPT THAT AT ALL TIMES
THE PROVISIONS FOR CREATION, PERFECTION AND ENFORCEMENT OF THE LIENS AND
SECURITY INTEREST CREATED PURSUANT TO THE SECURITY INSTRUMENT AND PURSUANT TO
THE OTHER LOAN DOCUMENTS WITH RESPECT TO THE PROPERTY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE PROPERTY IS
LOCATED, IT BEING UNDERSTOOD THAT BORROWER HEREBY UNCONDITIONALLY AND
IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION
GOVERNS THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.
BORROWER HEREBY
IRREVOCABLY:
(A) SUBMITS IN ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT TO
THE NON-EXCLUSIVE IN PERSONAM JURISDICTION OF ANY STATE OR THE UNITED STATES
COURT OF COMPETENT JURISDICTION SITTING IN THE STATE OF NEW YORK, COUNTY OF NEW
YORK, IN CONNECTION WITH ANY MATTER GOVERNED BY THE SUBSTANTIVE LAWS OF THE
STATE OF NEW YORK LAW PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW, AND AGREES TO SUIT BEING BROUGHT IN SUCH COURTS, AS LENDER MAY
ELECT; (B) WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF
SUCH PROCEEDING IN ANY SUCH COURT OR THAT SUCH PROCEEDING WAS BROUGHT IN AN
INCONVENIENT COURT; (C) SUBJECT TO APPLICABLE LAW, AGREES TO SERVICE OF PROCESS
IN ANY LEGAL PROCEEDING BY MAILING OF COPIES THEREOF (BY REGISTERED OR CERTIFIED
MAIL, IF PRACTICABLE) POSTAGE PREPAID, OR BY TELECOPY, TO ITS ADDRESS SET FORTH
ABOVE OR SUCH OTHER ADDRESS OF WHICH LENDER SHALL HAVE BEEN NOTIFIED IN WRITING;
AND (D) SUBJECT TO APPLICABLE LAW, AGREES THAT NOTHING HEREIN SHALL