OF LENDER.
LENDER MAY, WITHOUT NOTICE TO OR THE CONSENT OF BORROWER,
SELL, ASSIGN OR TRANSFER TO ONE OR MORE BANKS, LENDERS OR OTHER PERSONS,
INCLUDING ANY AFFILIATES OF LENDER (AN "ASSIGNEE"), ALL OR ANY PART OF, THE
OBLIGATIONS, THE LOAN, THE NOTE OR THE OTHER LOAN DOCUMENTS, AND TO THE EXTENT
OF ANY SUCH SALE, ASSIGNMENT, TRANSFER OR PARTICIPATION (UNLESS OTHERWISE STATED
HEREIN), SUCH ASSIGNEE SHALL HAVE THE SAME RIGHTS AND BENEFITS HEREUNDER AND
UNDER THE OTHER LOAN DOCUMENTS AS IT WOULD HAVE IF IT WERE LENDER; PROVIDED,
THAT LENDER SHALL CONTINUE TO HAVE THE UNIMPAIRED RIGHT TO ENFORCE THE
PROVISIONS OF THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS AS TO SO
MUCH OF THE OBLIGATIONS (AS DEFINED HEREIN) THAT LENDER HAS NOT SOLD, ASSIGNED
OR TRANSFERRED AS DESCRIBED ABOVE.
IN ADDITION TO THE FOREGOING, LENDER SHALL
HAVE THE RIGHT WITHOUT NOTICE TO BORROWER TO SELL PARTICIPATIONS IN THE LOAN TO
ONE OR MORE FINANCIAL INSTITUTIONS.
IN CONNECTION WITH THE FOREGOING, LENDER
SHALL HAVE THE RIGHT TO DISCLOSE TO ANY SUCH ACTUAL OR POTENTIAL ASSIGNEE, ALL
FINANCIAL RECORDS, INFORMATION, REPORTS, FINANCIAL STATEMENTS AND DOCUMENTS
OBTAINED IN CONNECTION WITH THIS AGREEMENT AND THE LOAN.
9.12
Merger Clause.
This Agreement and the other Loan
Documents contains the complete, final and exclusive statement of the terms of
the agreement between Lender and Borrower relating to the transactions hereby
contemplated.
9.13
Construction. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability shall not invalidate or render
unenforceable such provision in any other jurisdiction.
To the extent permitted
by law, Borrower hereby waives any provision of law which renders any provision
hereof prohibited or unenforceable in any respect.
THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, EXCEPT THAT THE MORTGAGE SHALL BE
GOVERNED BY THE LAWS OF THE UNITED STATES TO THE EXTENT THEREIN PROVIDED.
9.14
JURISDICTION.
BORROWER HEREBY IRREVOCABLY
CONSENTS AND AGREES THAT ANY LEGAL ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR
IN ANY WAY IN CONNECTION WITH THIS AGREEMENT MAY BE INSTITUTED OR BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK, IN THE COUNTY OF NEW YORK, OR THE UNITED STATES
COURTS FOR THE SOUTHERN DISTRICT OF NEW YORK, AS LENDER MAY ELECT, AND BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, BORROWER HEREBY IRREVOCABLY ACCEPTS
AND SUBMITS TO, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF ANY SUCH COURT,
35
AND TO ALL PROCEEDINGS IN SUCH COURTS.
BORROWER IRREVOCABLY CONSENTS TO SERVICE
OF ANY SUMMONS AND/OR LEGAL PROCESS BY REGISTERED OR CERTIFIED UNITED STATES AIR
MAIL, POSTAGE PREPAID, TO BORROWER AT THE ADDRESS SET FORTH IN SECTION 9.2
HEREOF, SUCH METHOD OF SERVICE TO CONSTITUTE, IN EVERY RESPECT, SUFFICIENT AND