AGREEMENT HAVE BEEN INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND SHALL IN
NO WAY MODIFY OR RESTRICT ANY PROVISIONS HEREOF OR BE USED TO CONSTRUE ANY SUCH
PROVISIONS.
28.
PARTIAL INVALIDITY. IF ANY PROVISION OF THIS
AGREEMENT IS HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE UNDER PRESENT OR
FUTURE LAWS, SUCH PROVISION SHALL BE FULLY SEVERABLE, AND THIS AGREEMENT SHALL
BE CONSTRUED AND ENFORCED AS IF SUCH ILLEGAL, INVALID OR UNENFORCEABLE PROVISION
HAD NEVER COMPRISED A PART OF THIS AGREEMENT.
29.
ENTIRE AGREEMENT. THIS AGREEMENT AND THE
DOCUMENTS CONTEMPLATED TO BE EXECUTED HEREWITH CONSTITUTES THE ENTIRE AGREEMENT
AMONG THE PARTIES HERETO WITH RESPECT TO THE TRANSACTION AND SHALL NOT BE
AMENDED UNLESS SUCH AMENDMENT IS IN WRITING AND EXECUTED BY EACH OF THE PARTIES.
THIS AGREEMENT SUPERSEDES ALL PRIOR NEGOTIATIONS REGARDING THE SUBJECT MATTER
HEREOF. THIS AGREEMENT MAY NOT BE AMENDED, REVISED, WAIVED, DISCHARGED, RELEASED
OR TERMINATED ORALLY, BUT ONLY BY A WRITTEN INSTRUMENT OR INSTRUMENTS EXECUTED
BY THE PARTY AGAINST WHICH ENFORCEMENT OF THE AMENDMENT, REVISION, WAIVER,
DISCHARGE, RELEASE OR TERMINATION IS ASSERTED. ANY ALLEGED AMENDMENT, REVISION,
WAIVER, DISCHARGE, RELEASE OR TERMINATION WHICH IS NOT SO DOCUMENTED SHALL NOT
BE EFFECTIVE AS TO ANY PARTY.
13
30.
BINDING EFFECT. THIS AGREEMENT AND THE
DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER, THAT THE FOREGOING PROVISIONS OF THIS
SECTION SHALL NOT BE DEEMED TO BE A CONSENT BY LENDER TO ANY FURTHER SALE,
CONVEYANCE, ASSIGNMENT OR TRANSFER OF THE PROPERTY OR ANY INTEREST THEREIN (AS
DEFINED IN THE LOAN AGREEMENT), EXCEPT TO THE EXTENT PERMITTED IN THE LOAN
DOCUMENTS OR HEREIN.
31.
MULTIPLE COUNTERPARTS. THIS AGREEMENT MAY BE
EXECUTED IN MULTIPLE COUNTERPARTS, EACH OF WHICH WILL BE AN ORIGINAL, BUT ALL OF
WHICH, TAKEN TOGETHER, WILL CONSTITUTE ONE AND THE SAME AGREEMENT.
32.
GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
33.
EFFECTIVE DATE. THIS AGREEMENT SHALL BE
EFFECTIVE AS OF THE DATE OF ITS EXECUTION BY THE PARTIES HERETO AND THEREUPON IS
INCORPORATED INTO THE TERMS OF THE LOAN DOCUMENTS.
34.
TIME OF ESSENCE. TIME IS OF THE ESSENCE WITH
RESPECT TO ALL PROVISIONS OF THIS AGREEMENT.
35.
CUMULATIVE REMEDIES. ALL REMEDIES CONTAINED
IN THIS AGREEMENT ARE CUMULATIVE AND LENDER SHALL ALSO HAVE ALL OTHER REMEDIES
PROVIDED AT LAW AND IN EQUITY OR IN THE LOAN AGREEMENT AND THE LOAN DOCUMENTS.
SUCH REMEDIES MAY BE PURSUED SEPARATELY, SUCCESSIVELY OR CONCURRENTLY AT THE
SOLE SUBJECTIVE DIRECTION OF LENDER AND MAY BE EXERCISED IN ANY ORDER AND AS
OFTEN AS OCCASION THEREFOR SHALL ARISE.
36.
CONSTRUCTION. EACH PARTY HERETO ACKNOWLEDGES
THAT IT HAS PARTICIPATED IN THE NEGOTIATION OF THIS AGREEMENT AND THAT NO
PROVISION SHALL BE CONSTRUED AGAINST OR INTERPRETED TO THE DISADVANTAGE OF ANY
PARTY. EACH OF THE PARTIES HAS HAD SUFFICIENT TIME TO REVIEW THIS AGREEMENT,
HAVE BEEN REPRESENTED BY LEGAL COUNSEL AT ALL