Attn: Janice Taylor
Reference: Mid-State Trust XIV
SECTION 8.4.
GOVERNING LAW; SUBMISSION TO JURISDICTION; INTEGRATION.
(A)
THIS LOAN AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
THE BORROWER HEREBY SUBMITS
TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE
CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS LOAN AGREEMENT, ANY OTHER OPERATIVE DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE BORROWER HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
NOTHING IN THIS SECTION 8.4
SHALL AFFECT THE RIGHT OF THE AGENT, THE ADMINISTRATIVE TRUSTEE, THE LENDER OR
ANY BANK INVESTOR TO BRING ANY ACTION OR
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PROCEEDING AGAINST THE BORROWER, OR ANY OF ITS PROPERTY IN THE COURTS OF OTHER
JURISDICTIONS.
(B)
EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR
INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS LOAN
AGREEMENT OR THE OTHER OPERATIVE DOCUMENTS.
(C)
THIS LOAN AGREEMENT CONTAINS THE FINAL AND COMPLETE INTEGRATION OF
ALL PRIOR EXPRESSIONS BY THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND SHALL CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT MATTER HEREOF SUPERSEDING ALL PRIOR ORAL OR WRITTEN
UNDERSTANDINGS.
SECTION 8.5.
SEVERABILITY; COUNTERPARTS.
THIS LOAN AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN
SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN
ORIGINAL AND ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.
ANY PROVISIONS OF THIS LOAN AGREEMENT WHICH ARE 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 IN ANY
JURISDICTION SHALL NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY
OTHER JURISDICTION.
DELIVERY BY FACSIMILE OF AN EXECUTED SIGNATURE PAGE OF THIS
LOAN AGREEMENT SHALL BE EFFECTIVE AS DELIVERY OF AN EXECUTED COUNTERPART HEREOF.
SECTION 8.6.
SUCCESSORS AND ASSIGNS.
(A)
THIS LOAN AGREEMENT SHALL BE BINDING ON THE PARTIES HERETO AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER, THAT THE BORROWER
MAY NOT ASSIGN ANY OF ITS RIGHTS OR DELEGATE ANY OF ITS DUTIES HEREUNDER WITHOUT
THE PRIOR WRITTEN CONSENT OF THE AGENT.
EXCEPT AS SET FORTH IN CLAUSE (B)
BELOW, NO PROVISION OF THIS LOAN AGREEMENT SHALL IN ANY MANNER RESTRICT THE
ABILITY OF