HERETO
TO EXECUTE THIS AGREEMENT, OR ANY COUNTERPART HEREOF, SHALL NOT RELIEVE THE
OTHER SIGNATORIES FROM THEIR OBLIGATIONS HEREUNDER.
21.
NO ORAL CHANGE.
THIS AGREEMENT, AND ANY PROVISIONS HEREOF, MAY
NOT BE MODIFIED, AMENDED, WAIVED, EXTENDED, CHANGED, DISCHARGED OR TERMINATED
ORALLY OR BY ANY ACT OR FAILURE TO ACT ON THE PART OF BORROWER OR ANY
INDEMNIFIED PARTY, BUT ONLY BY AN AGREEMENT IN
11
WRITING SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT OF ANY MODIFICATION,
AMENDMENT, WAIVER, EXTENSION, CHANGE, DISCHARGE OR TERMINATION IS SOUGHT.
22.
HEADINGS, ETC. THE HEADINGS AND CAPTIONS OF VARIOUS PARAGRAPHS OF
THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT TO BE CONSTRUED
AS DEFINING OR LIMITING, IN ANY WAY, THE SCOPE OR INTENT OF THE PROVISIONS
HEREOF.
23.
NUMBER AND GENDER/SUCCESSORS AND ASSIGNS.
ALL PRONOUNS AND ANY
VARIATIONS THEREOF SHALL BE DEEMED TO REFER TO THE MASCULINE, FEMININE, NEUTER,
SINGULAR OR PLURAL AS THE IDENTITY OF THE PERSON OR PERSONS REFERRED TO MAY
REQUIRE.
WITHOUT LIMITING THE EFFECT OF SPECIFIC REFERENCES IN ANY PROVISION OF
THIS AGREEMENT, THE TERM "BORROWER" SHALL BE DEEMED TO REFER TO EACH AND EVERY
PERSON COMPRISING AN BORROWER FROM TIME TO TIME, AS THE SENSE OF A PARTICULAR
PROVISION MAY REQUIRE, AND TO INCLUDE THE HEIRS, EXECUTORS, ADMINISTRATORS,
LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF SUCH BORROWER, ALL OF WHOM
SHALL BE BOUND BY THE PROVISIONS OF THIS AGREEMENT, PROVIDED THAT NO OBLIGATION
OF ANY BORROWER MAY BE ASSIGNED EXCEPT WITH THE WRITTEN CONSENT OF LENDER.
EACH
REFERENCE HEREIN TO LENDER SHALL BE DEEMED TO INCLUDE ITS SUCCESSORS AND
ASSIGNS.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF INDEMNIFIED PARTIES AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS FOREVER.
24.
RELEASE OF LIABILITY.
ANY ONE OR MORE PARTIES LIABLE UPON OR IN
RESPECT OF THIS AGREEMENT MAY BE RELEASED WITHOUT AFFECTING THE LIABILITY OF ANY
PARTY NOT SO RELEASED.
25.
RIGHTS CUMULATIVE.
THE RIGHTS AND REMEDIES HEREIN PROVIDED ARE
CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES WHICH LENDER HAS UNDER
THE NOTE, THE SECURITY INSTRUMENT, THE LOAN AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR WOULD OTHERWISE HAVE AT LAW OR IN EQUITY.
26.
INAPPLICABLE PROVISIONS.
IF ANY TERM, CONDITION OR COVENANT OF
THIS AGREEMENT SHALL BE HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY
RESPECT, THIS AGREEMENT SHALL BE CONSTRUED WITHOUT SUCH PROVISION.
27.
GOVERNING LAW; SUBMISSION TO JURISDICTION.
THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK (WITHOUT GIVING EFFECT TO CHOICE OF LAW PRINCIPLES) AND THE APPLICABLE LAWS
OF THE UNITED STATES OF AMERICA.
ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST
BORROWER OR LENDER ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY, AT LENDER'S
OPTION, BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK,
COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW, AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR
HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS