CONFLICT BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THE PROVISIONS OF
ANY MORTGAGE, THE PROVISIONS OF THIS AGREEMENT SHALL CONTROL.
14.8
GOVERNING LAW.
THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID STATE.
14.9
CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY
TRIAL.
(A)
EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE
CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND HEREBY IRREVOCABLY AGREES THAT ALL
CLAIMS IN RESPECT TO SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN
ANY SUCH UNITED STATES FEDERAL OR NEW YORK STATE COURT AND EACH PARTY HERETO
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION
TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS WHICH ANY
OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR
PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.
(B)
AS A METHOD OF SERVICE, EACH PARTY HERETO IRREVOCABLY CONSENTS TO
THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING, BROUGHT IN
ANY SUCH UNITED STATES FEDERAL OR NEW YORK STATE COURT BY THE DELIVERY OF COPIES
OF SUCH PROCESS TO THE ASSIGNORS OR THE COLLATERAL AGENT, AS THE
40
CASE MAY BE, AT THE ADDRESSES SPECIFIED IN SECTION 14.1 OR BY CERTIFIED MAIL
DIRECT TO SUCH RESPECTIVE ADDRESSES.
(C)
EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, POWER OR REMEDY
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
THE
TERMS AND THE PROVISIONS OF THIS SECTION CONSTITUTE A MATERIAL INDUCEMENT TO
LENDERS ENTERING INTO THIS AGREEMENT.
14.10
ASSIGNOR'S DUTIES.
IT IS EXPRESSLY AGREED, ANYTHING HEREIN CONTAINED
TO THE CONTRARY NOTWITHSTANDING, THAT EACH ASSIGNOR SHALL REMAIN LIABLE TO
PERFORM ALL OF THE OBLIGATIONS, IF ANY, ASSUMED BY IT WITH RESPECT TO THE
COLLATERAL AND THE COLLATERAL AGENT SHALL NOT HAVE ANY OBLIGATIONS OR
LIABILITIES WITH RESPECT TO ANY COLLATERAL BY REASON OF OR ARISING OUT OF THIS
AGREEMENT, NOR SHALL THE COLLATERAL AGENT BE REQUIRED OR OBLIGATED IN ANY MANNER
TO PERFORM OR FULFILL ANY OF THE OBLIGATIONS OF ANY ASSIGNOR UNDER OR WITH
RESPECT TO ANY COLLATERAL.
14.11
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY THE DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS, EACH
OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE AN ORIGINAL, BUT ALL OF WHICH
SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT.
14.12
NO ACTION BY SECURED PARTIES.
THE SECURED PARTIES AGREE NOT TO TAKE
ANY ACTION WHATSOEVER TO ENFORCE ANY TERM OR PROVISION HEREOF, OF ANY MORTGAGE
OR OF ANY OTHER SECURITY DOCUMENT OR TO