TO SERVICE OF
PROCESS BY MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN TO IT PURSUANT
TO SECTION 22(a) HEREOF, BUT ANY SUCH SERVICE WILL BE EFFECTIVE ONLY WHEN
RECEIVED AT SUCH ADDRESS.
BORROWER AND LENDER EACH AGREES THAT ITS SUBMISSION
TO JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE
EXPRESS BENEFIT OF THE OTHER PARTY.
FINAL JUDGMENT AGAINST A PARTY IN ANY SUCH
ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY OTHER
JURISDICTION (X) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED OR
TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF
INDEBTEDNESS OR LIABILITY OF THE PARTY THEREIN DESCRIBED, OR (Y) IN ANY OTHER
MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION.
(i)
WAIVER WITH RESPECT TO DAMAGES.
BORROWER ACKNOWLEDGES THAT LENDER DOES NOT HAVE ANY FIDUCIARY OR OTHER SPECIAL
RELATIONSHIP WITH, OR FIDUCIARY OR SPECIAL DUTY TO, BORROWER ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND THE
RELATIONSHIP BETWEEN LENDER AND BORROWER, IN CONNECTION HEREWITH AND THEREWITH,
IS SOLELY THAT OF DEBTOR AND CREDITOR.
TO
43
THE EXTENT PERMITTED BY
APPLICABLE LAW, BORROWER SHALL NOT ASSERT, AND BORROWER HEREBY WAIVES, ANY
CLAIMS AGAINST LENDER, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT,
CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES)
ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS AGREEMENT, ANY OTHER
LOAN DOCUMENT, ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
(j)
Entire Agreement.
This Agreement and
all of the other Loan Documents constitute the entire understanding between the
parties hereto with respect to the subject matter hereof, superseding all prior
written or oral understandings, and may not be modified, amended or terminated
except by a written agreement signed by each of the parties hereto or thereto
that is to be bound by the modification, amendment or termination.
Notwithstanding the foregoing, the provisions of this Agreement are not intended
to supersede the provisions of the Security Instrument but shall be construed as
supplemental thereto.
Borrower and Lender each hereby acknowledges that this
Agreement and the other Loan Documents accurately reflect the agreements and
understandings of the parties hereto with respect to the subject matter hereof
and hereby waives any claims against the other which it may now have or may
hereafter acquire to the effect that the actual agreements and understandings of
the parties hereto with respect to the subject matter hereof may not be
accurately set forth in this Agreement or such other Loan Documents.
(k)
Headings.
The various headings of this
Agreement are included for convenience only and shall not affect the meaning or
interpretation of this Agreement or any provision hereof.
(l)
Severability.
Each provision of this
Agreement shall be interpreted so as to be effective and valid under applicable
law, but if any such provision