HERETO IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL (WHETHER SUCH
COUNTERPART IS ORIGINALLY EXECUTED OR AN ELECTRONIC COPY OF AN ORIGINAL) AND ALL
OF WHICH SHALL CONSTITUTE TOGETHER BUT ONE AND THE SAME AGREEMENT.
THIS
AGREEMENT SHALL BECOME EFFECTIVE WHEN COUNTERPARTS HEREOF EXECUTED ON BEHALF OF
EACH BORROWERS AND THE LENDER SHALL HAVE BEEN RECEIVED BY THE LENDER AND NOTICE
THEREOF SHALL HAVE BEEN GIVEN BY THE LENDER TO THE BORROWERS.
SECTION 11.10
GOVERNING LAW.
EACH LOAN DOCUMENT
(EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN A LOAN DOCUMENT) WILL EACH BE DEEMED
TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).
SECTION 11.11
SUBMISSION TO JURISDICTION; WAIVERS.
EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY:
(A)
SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE NOTE AND THE OTHER
LOAN DOCUMENTS, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT
THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;
62
(B)
CONSENTS THAT ANY SUCH ACTION OR PROCEEDING
MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN
INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;
(C)
AGREES THAT SERVICE OF PROCESS IN ANY SUCH
ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR
CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO
ITS ADDRESS SET FORTH UNDER ITS SIGNATURE BELOW OR AT SUCH OTHER ADDRESS OF
WHICH THE LENDER SHALL HAVE BEEN NOTIFIED; AND
(D)
AGREES THAT NOTHING HEREIN SHALL AFFECT THE
RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL
LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.
SECTION 11.12
WAIVER OF JURY TRIAL.
EACH BORROWER AND
THE LENDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
SECTION 11.13
ACKNOWLEDGMENTS.
EACH BORROWER HEREBY
ACKNOWLEDGES THAT:
(A)
IT HAS BEEN ADVISED BY COUNSEL IN THE
NEGOTIATION, EXECUTION AND DELIVERY OF THIS AGREEMENT, THE NOTE AND THE OTHER
LOAN DOCUMENTS;
(B)
THE LENDER HAS NO FIDUCIARY RELATIONSHIP TO
ANY BORROWER, AND THE RELATIONSHIP BETWEEN THE BORROWERS AND THE LENDER IS
SOLELY THAT OF DEBTOR AND CREDITOR; AND
(C)
NO JOINT VENTURE EXISTS BETWEEN THE LENDER
AND ANY BORROWER.
SECTION