relating to the subject matter hereof.
Any
modification, amendment or waiver of or with respect to any provision of this
Agreement must be made in a writing signed by both the Bank and Borrower and
their respective successors and, subject to the terms hereof with respect to
Borrower, assigns.
This Agreement may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements of the parties hereto.
There are
no unwritten oral agreements among the parties.
Borrower and the Bank
acknowledge that each has had the benefit of legal counsel of its own choice and
has been afforded an opportunity to review this Agreement and the other loan
documents in connection herewith with its legal counsel and that this Agreement
and the other loan documents shall be consulted as if jointly drafted by
Borrower and the Bank.
21. WAIVER OF TRIAL BY JURY.
THE BANK AND BORROWER EACH HEREBY ABSOLUTELY,
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY OTHER LOAN INSTRUMENTS,
OR ANY OTHER INSTRUMENT OR DOCUMENT EXECUTED OR DELIVERED PURSUANT TO OR
OTHERWISE IN CONNECTION WITH THIS AGREEMENT.
BORROWER AND THE BANK EACH AGREES
THAT THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK CITY, NEW YORK
COUNTY AND THE FEDERAL COURTS LOCATED IN THE SOUTHERN AND EASTERN DISTRICTS OF
NEW YORK, COUNTY OF NEW YORK, HAVE EXCLUSIVE JURISDICTION OVER ANY ACTIONS AND
PROCEEDINGS INVOLVING THIS AGREEMENT OR ANY OTHER AGREEMENT MADE IN CONNECTION
HEREWITH EXCEPT AS
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SPECIFICALLY PROVIDED IN SUCH OTHER AGREEMENT AND BORROWER AND THE BANK HEREBY
IRREVOCABLY AND UNCONDITIONALLY AGREES TO SUBMIT TO THE JURISDICTION OF SUCH
COURTS FOR PURPOSES OF ANY SUCH ACTION OR PROCEEDING.
BORROWER AND THE BANK
EACH HEREBY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO SERVICE OF
PROCESS PROVIDED THE SAME IS GIVEN IN ACCORDANCE WITH THIS AGREEMENT.
FINAL
JUDGMENT IN ANY SUCH PROCEEDING SHALL BE CONCLUSIVE, SUBJECT TO ANY RIGHT OF
APPEAL, AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT.
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THE PARTIES HERETO have signed this Agreement on the date written above.
BORROWER:
GRIFFIN LAND & NURSERIES, INC.,
a Delaware corporation
By:
/s/Anthony Galici
Name:
Anthony Galici
Title:
Vice President
BANK:
DORAL BANK, FSB,
a Federal savings bank
By:
/s/Kenneth DiGregorio
Name:
Kenneth DiGregorio
Title:
Senior Vice
President and Chief Lending Officer