lien hereof shall not merge in the fee simple
title and this Deed to Secure Debt may be foreclosed as if owned by a stranger
to the fee simple title.
(i) Maximum Indebtedness. Notwithstanding anything contained herein to the
contrary, in no event shall the Indebtedness exceed an amount equal to
$50,000,000.00; provided, however, in no event shall Grantee be obligated to
advance funds in excess of the face amount of the Note.
(j) Governing Law; Jurisdiction and Venue. THIS DEED TO SECURE DEBT SHALL BE
GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF, EXCEPT TO
THE EXTENT REQUIRED BY THE LAWS OF THE STATE IN WHICH THE LAND IS LOCATED (THE
"LAND STATE"). THE LAWS OF THE LAND STATE SHALL GOVERN THE DETERMINATION OF
WHETHER THIS DEED TO SECURE DEBT TRANSFERS OR CONVEYS AN INTEREST IN THE LAND
AND FIXTURES, THE LAWS AND RENTS AND SUCH OTHER PORTIONS OF THE PROPERTY AS ARE
NECESSARILY GOVERNED BY THE LAND STATE. TO INDUCE GRANTEE TO ACCEPT THE NOTE,
GRANTOR IRREVOCABLY AGREES THAT, SUBJECT TO GRANTEE'S SOLE AND ABSOLUTE
ELECTION, ACTIONS OR PROCEEDINGS RELATING DIRECTLY OR INDIRECTLY TO THIS DEED TO
SECURE DEBT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE LITIGATED IN THE
FEDERAL, STATE OR LOCAL COURTS SITTING IN OR FOR THE COUNTY OF MIDDLESEX, NEW
JERSEY, AND HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS.
GRANTOR AND GRANTEE ACKNOWLEDGE THAT SUCH COURTS ARE CONVENIENT FORUMS AND WAIVE
ANY DEFENSE BASED UPON DOCTRINES OF VENUE OR FORUM NON-CONVENIENS OR SIMILAR
RULES OR DOCTRINES. GRANTOR HEREBY WAIVES PERSONAL SERVICE OF PROCESS UPON
GRANTOR, AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED
MAIL DIRECTED TO GRANTOR AT THE ADDRESS STATED HEREIN AND SERVICE SO MADE WILL
BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT.
(k) Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, GRANTOR AND GRANTEE
(BY ACCEPTANCE HEREOF), HAVING BEEN REPRESENTED BY COUNSEL, EACH KNOWINGLY AND
VOLUNTARILY (A) WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS DEED TO SECURE DEBT OR ANY RELATED
AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR
WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH THIS DEED TO SECURE
DEBT, AND (B) AGREES THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED BEFORE A
COURT AND NOT BEFORE A JURY. GRANTOR AGREES THAT IT WILL NOT ASSERT ANY CLAIM
AGAINST GRANTEE OR ANY OTHER PERSON INDEMNIFIED UNDER THIS DEED TO SECURE DEBT,
THE INDEMNITY, OR ANY OF THE OTHER LOAN DOCUMENTS ON ANY THEORY OF LIABILITY FOR
SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.
(l) Complete Agreement. This Deed to Secure Debt, the Loan Agreement, the Note
and the other Loan Documents constitute the complete agreement between the
parties with respect to the subject matter hereof and this Deed to Secure Debt
may not be