is that of borrower and lender and that
nothing contained herein or in any of the other Loan Documents will be construed
to constitute a partnership, joint venture or co-tenancy among Loan Parties,
Agent or Lenders.
11.18
Brokerage Fee.
Loan Parties represent to Lenders and Agent
that no broker or other Person is entitled to a brokerage fee or commission as a
result of Loan Parties' actions or undertakings in connection with the financing
of the Improvements and agree to hold Lenders and Agent harmless from all claims
for brokerage commissions which may be made as a result of such actions or
undertakings, if any.
11.19
GOVERNING LAW; JURISDICTION; ETC.
(a)
GOVERNING LAW.
THIS AGREEMENT AND ANY CLAIMS, CONTROVERSIES,
DISPUTES OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED
UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY ARE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO ITS CONFLICT
OF LAWS PRINCIPLES.
(b)
JURISDICTION.
EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY
KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, CONTRACT, TORT OR OTHERWISE,
AGAINST AGENT, ANY LENDER OR ANY RELATED PARTY OF THE FOREGOING, IN ANY WAY
RELATING TO ANY LOAN DOCUMENT OR TRANSACTIONS RELATED TO ANY LOAN DOCUMENT, IN
ANY FORUM OTHER THAN THE COURTS OF THE COMMONWEALTH OF PENNSYLVANIA SITTING IN
ANY COUNTY OR JUDICIAL DISTRICT WHERE AGENT MAINTAINS AN OFFICE, OR OF THE
UNITED STATES DISTRICT COURT OF THE WESTERN DISTRICT OF PENNSYLVANIA, AND ANY
APPELLATE COURT FROM ANY THEREOF.
EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND OF
92
ANY STATE OR FEDERAL COURT IN THE COUNTY OF JUDICIAL DISTRICT WHERE THE PROJECT
IS LOCATED AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION
OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR COURTS, OR TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.
EACH OF
THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION
OR PROCEEDING IS CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT
ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING IN ANY LOAN
DOCUMENT AFFECTS ANY RIGHT THAT AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING
ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
AGAINST BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.
(c)
WAIVER OF VENUE.
EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT
REFERRED TO IN THIS SECTION 11.19.
EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES, TO