AT THE
TIME PERFORMANCE OF SUCH PROVISIONS SHALL BE DUE, SHALL INVOLVE TRANSCENDING THE
LIMIT OF VALIDITY PRESENTLY PRESCRIBED BY LAW, WITH REGARD TO OBLIGATIONS OF
LIKE CHARACTER AND AMOUNT, THEN, IPSO FACTO, THE OBLIGATION TO BE FULFILLED
SHALL BE REDUCED TO THE LIMIT OF SUCH VALIDITY; AND IF ANY CLAUSE OR PROVISION
HEREIN CONTAINED OPERATES OR WOULD PROSPECTIVELY OPERATE TO INVALIDATE THIS
AGREEMENT IN WHOLE OR IN PART, THEN SUCH CLAUSE OR PROVISION ONLY SHALL BE HELD
FOR NAUGHT, AS THOUGH NOT HEREIN CONTAINED, AND THE REMAINDER OF THIS AGREEMENT
SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT.
SECTION 11.09
INTERPRETATION.
WHENEVER THE SINGULAR OR PLURAL
NUMBER, OR THE MASCULINE, FEMININE OR NEUTER GENDER IS USED HEREIN, IT SHALL
EQUALLY INCLUDE THE OTHER.
THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER" AND
WORDS OF SIMILAR IMPORT WHEN
137
USED IN THIS AGREEMENT SHALL REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY
PARTICULAR PROVISION OF THIS AGREEMENT.
SECTION 11.10
COMPUTATION OF TIME PERIODS.
IN THIS AGREEMENT, WITH
RESPECT TO THE COMPUTATION OF PERIODS OF TIME FROM A SPECIFIED DATE TO A LATER
SPECIFIED DATE, THE WORD "FROM" MEANS BOTH "FROM AND INCLUDING" AND THE WORDS
"TO" AND "UNTIL" BOTH MEAN "TO BUT EXCLUDING."
SECTION 11.11
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND PERFORMED SOLELY WITHIN SUCH STATE.
SECTION 11.12
CONSENT TO JURISDICTION.
BORROWER HEREBY IRREVOCABLY
AND UNCONDITIONALLY (A) AGREES THAT ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THE PROJECT LOAN DOCUMENTS MAY BE BROUGHT IN THE
COURTS OF RECORD OF THE STATE OF NEW YORK IN NEW YORK COUNTY OR THE COURTS OF
THE UNITED STATES, SOUTHERN DISTRICT OF NEW YORK; (B) CONSENTS TO, AND WAIVES
ANY AND ALL PERSONAL RIGHTS UNDER THE LAWS OF ANY STATE TO OBJECT TO, THE
JURISDICTION OF EACH SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING; AND (C)
WAIVES ANY OBJECTION WHICH IT MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING IN ANY OF SUCH COURTS.
IN FURTHERANCE OF SUCH AGREEMENT,
BORROWER AGREES, UPON REQUEST OF AGENT, TO DISCONTINUE (OR CONSENT TO THE
DISCONTINUANCE OF) ANY SUCH SUIT, ACTION OR PROCEEDING PENDING IN ANY OTHER
JURISDICTION OR COURT.
NOTHING CONTAINED HEREIN, HOWEVER, SHALL PREVENT AGENT
FROM BRINGING ANY SUIT, ACTION OR PROCEEDING OR EXERCISING ANY RIGHTS AGAINST
ANY SECURITY AND AGAINST BORROWER, AND AGAINST ANY PROPERTY OF BORROWER, IN ANY
OTHER STATE OR COURT.
INITIATING SUCH SUIT, ACTION OR PROCEEDING OR TAKING SUCH
ACTION IN ANY STATE SHALL IN NO EVENT CONSTITUTE A WAIVER OF THE AGREEMENT
CONTAINED HEREIN THAT THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE RIGHTS
AND OBLIGATIONS OF BORROWER AND ANY LENDER AND AGENT HEREUNDER OR THE SUBMISSION
HEREIN BY BORROWER TO PERSONAL JURISDICTION WITHIN THE STATE OF NEW YORK.
BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN