of the Agent or the Lender given
by the Agent or the Lender pursuant to this Agreement or any other Loan Document
shall not be deemed to have been given unless such consent or approval is in
writing. Whenever pursuant to this Agreement or any other Loan Document, Agent
or the Lender is required to be reasonable in making any determination or
granting any consent or approval, such qualification of reasonability shall be
disregarded at any time that an Event of Default has occurred and has not been
waived by the Agent or the Lender in writing. The Agent and/or the Lender may
reasonably withhold, condition or delay its consent or approval in the event
that (i) the granting of such consent will have any material adverse effect on
any Borrower or any of the Properties, or such granting of consent may result in
a material decrease in the market value of any of the Properties, or (ii) such
consent will result in any impairment of the Lien, priority or enforceability of
any Mortgage, any Pledge Agreement or this Agreement or the enforceability of
any of the other Loan Documents.
Section 10.3 Governing Law.
(a)
THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS
MADE BY LENDER AND ACCEPTED BY THE BORROWERS IN THE STATE OF NEW YORK, AND THE
PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF
NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE
PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS,
INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTE AND THE OTHER
LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF
AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION
AND ENFORCEMENT OF THE LIEN AND SECURITY INTEREST IN REAL PROPERTY CREATED
PURSUANT TO ANY OF THE LOAN DOCUMENTS (INCLUDING PROVISIONAL REMEDIES) SHALL BE
GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE
PROPERTY IS LOCATED. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE
BORROWERS HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT
THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTE AND/OR THE
OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
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(b)
ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST THE AGENT, THE LENDER OR
ANY BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS MAY AT THE AGENT'S OR THE LENDER'S OPTION,