as a result of the Loan, and (iv) within thirty
(30) days of the Lender's written demand, all reasonable out-of-pocket costs and
expenses (including reasonable counsel's fees and expenses), if any, in
connection with the interpretation, enforcement of, or the collection of any
amounts owed to Lender under this Agreement or the Loan Documents which may be
delivered in connection with this Agreement. Borrower covenants and agrees to
pay within thirty (30) days of demand therefor Lender's expenses and any and all
administrative and/or servicing fees charged and/or incurred by Lender in
connection with the administration of the Loan, and/or this Agreement.
7.20.
TO THE EXTENT PERMITTED BY LAW, BORROWER AND LENDER
HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVE TRIAL BY JURY IN ANY
ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT IN WHICH AN ACTION
MAY BE COMMENCED BY OR AGAINST BORROWER AND LENDER ARISING OUT OF THIS
AGREEMENT, THE COLLATERAL OR ANY ASSIGNMENT THEREOF OR BY REASON OF ANY OTHER
CAUSE OR DISPUTE WHATSOEVER BETWEEN BORROWER AND LENDER OF ANY KIND OR NATURE.
BORROWER AND
58
LENDER HEREBY AGREE THAT ANY NEW JERSEY STATE COURT OR ANY FEDERAL COURT IN
EITHER CASE, LOCATED IN ESSEX COUNTY OR, AT THE OPTION OF LENDER, ANY COURT IN
WHICH LENDER SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT
MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY, SHALL HAVE NONEXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWER AND
LENDER, PERTAINING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR TO ANY MATTER ARISING THEREFROM.
BORROWER AND LENDER EACH
EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR
PROCEEDING COMMENCED IN SUCH COURTS, HEREBY WAIVING PERSONAL SERVICE OF THE
SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS ISSUED THEREIN AND AGREEING
THAT SERVICE OF SUCH SUMMONS AND COMPLAINT OR OTHER PROCESS OR PAPERS MAY BE
MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER AND LENDER, AS
APPLICABLE, AT THE ADDRESS OF BORROWER AND LENDER, AS APPLICABLE, SET FORTH IN
THIS AGREEMENT, PROVIDED A CONCURRENT COPY IS SENT TO BORROWER'S COUNSEL, OR
LENDER'S COUNSEL, AS APPLICABLE.
THE NONEXCLUSIVE CHOICE OF FORUM SET FORTH IN
THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT
OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO
ENFORCE SAME IN ANY APPROPRIATE JURISDICTION.
THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW JERSEY (DETERMINED WITHOUT PREFERENCE TO PRINCIPLES OF
CONFLICTS OF LAWS).
7.21.
Subject to any other provisions of this Agreement
applicable to the Loan and subject to the Intercreditor Agreement, GS, or any
Affiliate thereof (a "GS Lender") may at any time make, guarantee, own, acquire,
or otherwise credit enhance, in whole or in part, a loan or other financing
secured by a mortgage, deed of trust, trust deed, or other security instrument
encumbering the Premises owned by the