otherwise, which are or might be in conflict with the terms hereof
and any legal or equitable discharge of its obligations hereunder, (2) the
benefit of any statute of limitations affecting its liability hereunder or the
enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims,
and (4) promptness, diligence and any requirement that the Mortgagee protect,
secure, perfect or insure any security interest or lien or any property subject
thereto; (vi) notices, demands, presentments, protests, notices of protest,
notices of dishonor and notices of any action or inaction, including acceptance
hereof, notices of default thereunder or under this Note, the Mortgage or the
Loan Documents, any agreement or instrument related thereto, notices of any
renewal, extension or modification of the Loan or any agreement related thereto,
notices of any extension of credit to the other Borrower and notices of any
matters referred to in any guaranty securing this Note and any right to consent
to any thereof; and (vii) any defenses or benefits that may be derived from or
afforded by law which limit the liability of or exonerate sureties, or which may
conflict with the terms hereof.
13.
Consent to Jurisdiction.
FOR ANY CLAIM, ACTION, OR DISPUTE ARISING
UNDER, OR TO INTERPRET OR APPLY, THIS NOTE OR ANY OTHER LOAN DOCUMENT, OR TO
RESOLVE ANY DISPUTE ARISING UNDER THE FOREGOING OR THE RELATIONSHIP BETWEEN THE
PARTIES, BORROWER AND MORTGAGEE IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES
DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY, NEW YORK,
AND
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APPELLATE COURTS FROM ANY OF SUCH COURTS.
BORROWER AND MORTGAGEE IRREVOCABLY
WAIVES ANY OBJECTION THAT IT MAY HAVE AT ANY TIME TO VENUE OF ANY SUCH SUIT,
ACTION, OR PROCEEDING BROUGHT IN ANY SUCH COURT, INCLUDING ANY CLAIM THAT ANY
SUCH SUIT, ACTION, OR PROCEEDING SO BROUGHT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
NOTHING IN THE MORTGAGE OR OTHER LOAN DOCUMENTS SHALL BE DEEMED TO
PRECLUDE MORTGAGEE FROM BRINGING ANY SUIT, ACTION, OR PROCEEDING RELATING TO ANY
OTHER LOAN DOCUMENT OR THE INDEBTEDNESS EVIDENCED HEREBY IN ANY OTHER
JURISDICTION WHERE MORTGAGEE COULD OTHERWISE PROPERLY BRING SUCH SUIT, ACTION,
OR PROCEEDING.
BORROWER FURTHER CONSENTS AND AGREES TO SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY
REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO BORROWER AT THE ADDRESS
SET FORTH ON PAGE 1 HEREOF, AND CONSENTS AND AGREES THAT SUCH SERVICE SHALL
CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN
SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER
PERMITTED BY LAW).
SUBJECT TO THE REQUIREMENTS FOR A CASE TO BE HEARD IN THE
COMMERCIAL DIVISION OF THE NEW YORK STATE SUPREME COURT, THE PARTIES AGREE TO
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL DIVISION OF THE NEW YORK
STATE SUPREME COURT, AND TO THE APPLICATION OF SAID COURT'S ACCELERATED
PROCEDURES PURSUANT TO RULE 9 OF SECTION