UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
SECTION 10.07.
COUNTERPARTS.
THIS AGREEMENT MAYBE EXECUTED BY ONE OR MORE OF
THE PARTIES TO THIS AGREEMENT ON ANY NUMBER OF SEPARATE COUNTERPARTS AND ALL OF
SAID COUNTERPARTS TAKEN TOGETHER SHALL BE DEEMED TO CONSTITUTE ONE AND THE SAME
INSTRUMENT.
A SET OF THE COPIES OF THIS AGREEMENT SIGNED BY ALL THE PARTIES
SHALL BE DELIVERED TO AND HELD BY THE LENDER AND THE BORROWERS.
SECTION 10.08.
SUBMISSION TO JURISDICTION; WAIVERS.
EACH BORROWER HEREBY
IRREVOCABLY AND UNCONDITIONALLY:
(I)
SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO WHICH IT IS
A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF,
TO THE NONEXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK,
THE COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND
APPELLATE COURTS FROM ANY THEREOF;
(II)
CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN
SUCH COURTS AND WAIVES TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT
OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND
AGREES NOT TO PLEAD OR CLAIM THE SAME;
(III)
AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING
MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR
ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO IT AT ITS
REGISTERED AGENT IN ITS STATE OF INCORPORATION OR AT SUCH OTHER ADDRESS OF WHICH
THE LENDER SHALL HAVE BEEN NOTIFIED BY THE BORROWER; AND
(IV)
AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT
SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT
TO SUE IN ANY OTHER JURISDICTION.
SECTION 10.09.
GOVERNING LAW.
THIS AGREEMENT AND THE NOTE AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
SECTION 10.10.
THIRD PARTY RIGHTS.
THIS AGREEMENT IS SOLELY FOR THE BENEFIT OF
THE PARTIES HERETO AND, WHERE APPLICABLE, THE SENIOR LENDER AND ITS RESPECTIVE
SUCCESSORS AND
assigns as permitted hereunder, and no other Person shall have any right,
benefit, priority or interest under, or because of the existence of, this
Agreement.
The Senior Lender and its respective successors and assigns are
intended third party beneficiaries of Section 3.02 (to the extent of any
limitation requiring the irrevocable payment in full in cash of the Senior
Indebtedness prior to any prepayments of the Loan) and Article VIII of this
Agreement and may enforce their rights with respect thereto directly against the
parties hereto.
SECTION 10.11.
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THE OTHER
DOCUMENTS AND AGREEMENTS REFERENCED HEREIN TO BE EXECUTED BY THE PARTIES IN
CONNECTION HEREWITH OR THAT OTHERWISE ARE EXECUTED BY THE