Common use of Binding Effect; Miscellaneous Clause in Contracts

Binding Effect; Miscellaneous. 16.1. This Agreement shall be binding upon and shall inure to the parties hereto, their respective heirs, successors, legal representatives and assigns. This Agreement sets forth the entire Agreement between the parties hereto and no other prior written or oral statement or agreement or understanding shall be recognized or enforced. All modifications or amendments shall be in writing and signed by the parties. This Agreement is to be construed according to the laws of the State of New York, and any legal action or proceeding with respect to or in connection with this Agreement must be brought in the Supreme Court of the State of New York within the First Judicial Department, 1st District, New York City, or the Federal Courts for the Southern District of New York, and by execution hereof each party accepts the jurisdiction of such courts. This Agreement may be executed in two or more counterparts all of which shall constitute one and the same instrument. Each of the twelve (12) individual Sellers is hereby acknowledged to be a separate and distinct legal entity, wholly independent from the other Sellers, and each of the Sellers shall be liable only for such claims or demands made by Purchaser with respect to the Property (and other related aspects of the Premises) owned by such Seller and the representations, warranties and covenants made by such Seller with respect to such Property, and it is specifically agreed by and between Purchaser and each of the individual Sellers hereto that liability of the Sellers under this Agreement is and shall be individual only and is not and shall not be joint and several with other Sellers. 16.2. Purchaser shall not be permitted to assign this Agreement to any third party, except that, with Sellers' prior written consent (which consent shall not be unreasonably withheld and, in any event, shall be granted if the conditions set forth in clauses (i) through (iii) below are satisfied), Purchaser shall be permitted to assign this Agreement to another directly or indirectly wholly-owned subsidiary of Xxxxxx provided that (i) such assignment does not adversely affect Sellers (in connection with the matters set forth in Section 3.5 or otherwise), (ii) the assignee shall assume all of Purchaser's obligations hereunder pursuant to an assumption agreement approved as to form and substance by sellers, and (iii) such assignment shall not release Purchaser or Xxxxxx from their obligations hereunder. 16.3. As used herein, the "Date of this Agreement" shall mean the date noted below as the date upon which this Agreement was executed by the parties hereto. As used herein, the term "Business Day" shall mean any day other than a Saturday, a Sunday or a bank holiday in New York, N.Y.

Binding Effect; Miscellaneous. 16.1. (a) This Security Agreement (i) shall be binding upon the undersigned and its permitted successors and assigns, and (ii) inures to the benefit of and be enforceable by the Administrative Agent, for the benefit of the Secured Parties, and each such Person’s respective successors and assigns. (b) The headings to the various paragraphs of this Security Agreement shall have been inserted for convenient reference only and shall inure to not modify, define, limit or expand the parties hereto, their respective heirs, successors, legal representatives and assignsexpressed provisions of this Security Agreement. This Security Agreement sets forth the entire Agreement between the parties hereto and no other prior written or oral statement or agreement or understanding may be executed in any number of counterparts, each of which shall be recognized an original, and such counterparts shall together constitute but one and the same instrument. (c) No delay or enforcedomission on the part of Administrative Agent or the Secured Parties in exercising any right hereunder shall operate as a waiver of any such right or any other right. All modifications A waiver on any one or amendments more occasions shall be in writing and signed by the parties. This Agreement is to not be construed according as a bar to or waiver of any right or remedy on any future occasion. (d) Pursuant to Section 5-1401 of the New York General Obligations Law, the substantive laws of the State of New York, without regard to the choice of law principles that might otherwise apply, and any legal the applicable federal laws of the United States of America, shall govern the validity, construction, enforcement and interpretation of this Security Agreement. (e) Any suit, action or proceeding against Fund with respect to this Security Agreement or any judgment entered by any court in connection with this Agreement must respect thereof, may be brought in the Supreme Court courts of the State of New York within York, or in the First Judicial Department, 1st District, United States Courts located in the Borough of Manhattan in New York City, or pursuant to Section 5-1402 of the Federal Courts New York General Obligations Law, as Administrative Agent in its sole discretion may elect, and Fund hereby submits to the non-exclusive jurisdiction of such courts for the Southern District purpose of any such suit, action or proceeding. Fund hereby irrevocably consents to the service of process in any suit, action or proceeding in said court by the mailing thereof by Administrative Agent by registered or certified mail, postage prepaid, to Fund in accordance with Section 8 hereof. Fund hereby irrevocably waives any objections which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Agreement brought in the courts located in the State of New York, Borough of Manhattan in New York City, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. FUND HEREBY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN CONNECTION WITH THIS SECURITY AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY. (f) The remedies given to Administrative Agent on behalf of the Secured Parties hereunder are cumulative and in addition to any and all other rights which Administrative Agent on behalf of the Secured Parties may have against Fund or any other person or firm, at law or in equity, including exoneration and subrogation, or by execution hereof each party accepts the jurisdiction virtue of such courts. any other agreement. (g) This Security Agreement may be executed in two or more counterparts all of which shall constitute one and the same instrument. Each provisions set forth herein shall continue until the full, final, and complete satisfaction of the twelve Obligations (12other than contingent indemnification obligations for which no claim has been made and subject to the terms of Section 10(j) individual Sellers is hereby acknowledged to be a separate and distinct legal entity, wholly independent from the other Sellersbelow), and each of the Sellers shall be liable only for such claims or demands made by Purchaser with respect to the Property (and other related aspects of the Premises) owned by such Seller Administrative Agent’s and the representations, warranties and covenants made by such Seller with respect to such Property, and it is specifically agreed by and between Purchaser and each of the individual Sellers hereto that liability of the Sellers under this Agreement is and shall be individual only and is not and Secured Parties’ rights hereunder shall not be joint and several with other Sellers. 16.2. Purchaser shall not be permitted to assign this Agreement to any third partyreleased, except thatdiminished, with Sellers' prior written consent (which consent shall not be unreasonably withheld andimpaired, in any event, shall be granted if the conditions set forth in clauses reduced or adversely affected by: (i) through the renewal, extension, modification, amendment or alteration of the Credit Agreement or any other Loan Document or any related document or instrument; (ii) any adjustment, indulgence, forbearance or compromise that might be granted or given by Administrative Agent or the Secured Parties to any primary or secondary obligor or in connection with any security for the Obligations; (iii) below are satisfied)any full or partial release of any of the foregoing; or (iv) notice of any of the foregoing. (h) Neither Administrative Agent nor the Secured Parties has assumed, Purchaser and nothing contained herein shall be permitted declared to assign this Agreement have imposed upon Administrative Agent or the Secured Parties, any of Fund’s duties or obligations, except that Administrative Agent and the Secured Parties shall be bound by the provisions of the Governing Documents in exercising rights or remedies thereunder assigned to another directly or indirectly wholly-owned subsidiary of Xxxxxx provided that Administrative Agent hereunder. (i) such assignment does not adversely affect Sellers [Reserved]. (in connection with j) On the matters set forth in Section 3.5 or otherwise)earliest to occur of (i) the full, final, and complete satisfaction of the Obligations and the termination of the Commitments under the Credit Agreement, (ii) the assignee shall assume all of Purchaser's obligations hereunder pursuant to an assumption agreement approved as to form and substance by sellers, and (iii) such assignment shall not release Purchaser or Xxxxxx from their obligations hereunder. 16.3. As used herein, the "Date of this Agreement" shall mean the date noted below as the date upon which this Agreement was executed by the parties hereto. As used herein, the term "Business Day" shall mean any day other than a Saturday, a Sunday or a bank holiday in New York, N.Y.payment in

Binding Effect; Miscellaneous. 16.1. (a) This Security Agreement shall be binding upon and shall inure to the parties hereto, benefit of and be enforceable by the undersigned and their respective heirs, successors, legal representatives successors and assigns. (b) The headings to the various paragraphs of this Security Agreement shall have been inserted for convenient reference only and shall not modify, define, limit or expand the expressed provisions of this Security Agreement. This Security Agreement sets forth the entire Agreement between the parties hereto and no other prior written or oral statement or agreement or understanding may be executed in any number of counterparts, each of which shall be recognized an original, and such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Security Agreement by telecopy or enforced. All modifications or amendments other electronic transmission (including “pdf”) shall be effective as delivery of a manually executed counterpart of this Security Agreement. Table of Contents (c) No delay or omission on the part of Administrative Agent or the Secured Parties in writing and signed by the partiesexercising any right hereunder shall operate as a waiver of any such right or any other right. This Agreement is to A waiver on any one or more occasions shall not be construed according as a bar to or waiver of any right or remedy on any future occasion. (d) Pursuant to Section 5-1401 of the New York General Obligations Law, the substantive laws of the State of New York, without regard to the choice of law principles that might otherwise apply, and any legal the applicable federal laws of the United States of America, shall govern the validity, construction, enforcement and interpretation of this Security Agreement. (e) Any suit, action or proceeding against any party hereto with respect to this Security Agreement or any judgment entered by any court in connection with this Agreement must respect thereof, may be brought in the Supreme Court courts of the State of New York within York, or in the First Judicial Department, 1st District, United States Courts located in the Borough of Manhattan in New York City, or pursuant to Section 5-1402 of the Federal Courts New York General Obligations Law, and each party hereto hereby submits to the non-exclusive jurisdiction of such courts for the Southern District purpose of any such suit, action or proceeding. Each party hereto hereby irrevocably consents to the service of process in any suit, action or proceeding in said court by the mailing thereof by registered or certified mail, postage prepaid, to the applicable address set forth in Section 8 hereof. Each party hereto hereby irrevocably waives any objections which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Agreement brought in the courts located in the State of New York, and by execution hereof each party accepts the jurisdiction Borough of such courts. This Agreement may be executed Manhattan in two or more counterparts all of which shall constitute one and the same instrument. Each of the twelve (12) individual Sellers is hereby acknowledged to be a separate and distinct legal entity, wholly independent from the other SellersNew York City, and each hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN CONNECTION WITH THIS SECURITY AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY. (f) This Security Agreement and the provisions set forth herein shall continue until the full, final, and complete satisfaction of the Sellers shall be liable only for such claims or demands made by Purchaser with respect to the Property Obligations (other than contingent contractual indemnities), and other related aspects of the Premises) owned by such Seller Administrative Agent’s and the representations, warranties and covenants made by such Seller with respect to such Property, and it is specifically agreed by and between Purchaser and each of the individual Sellers hereto that liability of the Sellers under this Agreement is and shall be individual only and is not and Secured Parties’ rights hereunder shall not be joint and several with other Sellers. 16.2. Purchaser shall not be permitted to assign this Agreement to any third partyreleased, except thatdiminished, with Sellers' prior written consent (which consent shall not be unreasonably withheld andimpaired, in any event, shall be granted if the conditions set forth in clauses reduced or adversely affected by: (i) through the renewal, extension, modification, amendment or alteration of the Credit Agreement or any other Loan Document (other than this Security Agreement) or any related document or instrument; (ii) any adjustment, indulgence, forbearance or compromise that might be granted or given by Administrative Agent or the Secured Parties to any primary or secondary obligor or in connection with any security for the Obligations; (iii) below any full or partial release of any of the foregoing (unless the rights under this Security Agreement are satisfiedexpressly released in accordance herewith); or (iv) notice of any of the foregoing. (g) Neither Administrative Agent nor the Secured Parties have assumed, Purchaser and nothing contained herein shall be permitted declared to assign this have imposed upon Administrative Agent or the Secured Parties, any of Borrower’s duties or obligations, except that Administrative Agent and the Secured Parties shall be bound by the provisions of the Operating Agreement in exercising rights or remedies thereunder assigned to another directly or indirectly wholly-owned subsidiary of Xxxxxx provided that Administrative Agent hereunder. (h) Notwithstanding anything to the contrary herein, (i) such assignment does not adversely affect Sellers (in connection with the matters set forth in obligations of Borrower hereunder are subject to the recourse and nonrecourse provisions of Section 3.5 or otherwise), 13.17 of the Credit Agreement and (ii) the assignee shall assume all rights, powers, privileges and remedies of Purchaser's obligations hereunder pursuant to an assumption agreement approved as to form and substance by sellers, and (iii) such assignment shall not release Purchaser or Xxxxxx from their obligations hereunder. 16.3. As used herein, the "Date Table of this Agreement" shall mean the date noted below as the date upon which this Agreement was executed by the parties hereto. As used herein, the term "Business Day" shall mean any day other than a Saturday, a Sunday or a bank holiday in New York, N.Y.Contents

Binding Effect; Miscellaneous. 16.1. (i) This Agreement shall be binding upon and shall inure to the parties hereto, benefit of and be enforceable by the undersigned and their respective heirs, successors, legal representatives successors and assigns. (ii) The headings to the various paragraphs of this Agreement shall have been inserted for convenient reference only and shall not modify, define, limit or expand the expressed provisions of this Agreement. This Agreement sets forth the entire Agreement between the parties hereto and no other prior written or oral statement or agreement or understanding may be executed in any number of counterparts, each of which shall be recognized an original, and such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or enforced. All modifications or amendments other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement. (iii) No delay or omission on the part of Administrative Agent in writing and signed by the partiesexercising any right hereunder shall operate as a waiver of any such right or any other right. This Agreement is to A waiver on any one or more occasions shall not be construed according as a bar to or waiver of any right or remedy on any future occasion. (iv) Pursuant to Section 5-1401 of the New York General Obligations Law, the substantive laws of the State of New York, without regard to the choice of law principles that might otherwise apply, and any legal the applicable federal laws of the United States of America, shall govern the validity, construction, enforcement and interpretation of this Agreement. (v) Any suit, action or proceeding with respect to or in connection with this Agreement must or any judgment entered by any court in respect thereof, may be brought in the Supreme Court courts of the State of New York within located in the First Judicial Department, 1st District, Borough of Manhattan in New York City, or in the Federal United States Courts located in the Borough of Manhattan in New York City, pursuant to Section 5-1402 of the New York General Obligations Law, and each party hereby submits to the non-exclusive jurisdiction of such courts for the Southern District purpose of any such suit, action or proceeding. Each party hereby irrevocably consents to the service of process in any suit, action or proceeding in said court by the mailing thereof by another party by registered or certified mail, postage prepaid, to the applicable address set forth in Section 10 hereof. Each party hereby irrevocably waives any objections which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in the courts located in the State of New York, and by execution hereof each party accepts the jurisdiction Borough of such courts. This Agreement may be executed Manhattan in two or more counterparts all of which shall constitute one and the same instrument. Each of the twelve (12) individual Sellers is hereby acknowledged to be a separate and distinct legal entity, wholly independent from the other SellersNew York City, and each hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY. (vi) This Agreement and the provisions set forth herein shall continue until the full, final, and complete satisfaction of the Sellers shall be liable only for such claims or demands made by Purchaser with respect to the Property (and other related aspects of the Premises) owned by such Seller and the representations, warranties and covenants made by such Seller with respect to such PropertyObligations under, and it is specifically agreed by as defined in, the Credit Agreement (other than contingent contractual indemnities), and between Purchaser and each of the individual Sellers hereto that liability of the Sellers under this Agreement is and shall be individual only and is not and Administrative Agent’s rights hereunder shall not be joint and several with other Sellers. 16.2. Purchaser shall not be permitted to assign this Agreement to any third partyreleased, except thatdiminished, with Sellers' prior written consent (which consent shall not be unreasonably withheld andimpaired, in any event, shall be granted if the conditions set forth in clauses reduced or adversely affected by: (i) through the renewal, extension, modification, amendment or alteration of any Loan Document or any related document or instrument; (ii) any adjustment, indulgence, forbearance or compromise that might be granted or given by Administrative Agent to any primary or secondary obligor or in connection with any security for the Obligations; (iii) below are satisfied)any full or partial release of any of the foregoing; or (iv) notice of any of the foregoing. (vii) Administrative Agent has not assumed, Purchaser and nothing contained herein shall be permitted deemed to assign this have imposed upon Administrative Agent, any of Fund’s duties or obligations or General Partner’s duties or obligations as an Investor of Fund, except that Administrative Agent shall be bound by the provisions of the LP Agreement in exercising rights or remedies thereunder assigned or charged to another directly Administrative Agent hereunder. Neither Fund nor General Partner have assumed, and nothing contained herein shall be deemed to have imposed upon either Fund or indirectly wholly-owned subsidiary General Partner, any of Xxxxxx provided that Borrower’s duties or obligations under any of the Loan Documents. (iviii) such assignment does not adversely affect Sellers Any payment made by, or realization of Collateral attributable to, the Defaulting Investors hereunder or otherwise in respect of the Obligations shall be a valid Capital Contribution (as defined in connection with the matters set forth in Section 3.5 or otherwise), (iiLP Agreement) the assignee shall assume all of Purchaser's obligations hereunder pursuant to Section 3.1 of the LP Agreement and accordingly shall reduce the “Available Commitment” (as defined in the LP Agreement) of such Defaulting Investor and the Unfunded Commitment of Fund in an assumption agreement approved as amount equal to form and substance by sellers, and (iii) the amount of such assignment shall not release Purchaser or Xxxxxx from their obligations hereunderpayment. 16.3. As used herein, the "Date of this Agreement" shall mean the date noted below as the date upon which this Agreement was executed by the parties hereto. As used herein, the term "Business Day" shall mean any day other than a Saturday, a Sunday or a bank holiday in New York, N.Y.

Binding Effect; Miscellaneous. 16.1. (a) This Security Agreement shall be binding upon and shall inure to the parties hereto, benefit of and be enforceable by the undersigned and their respective heirs, successors, legal representatives successors and assigns. (b) The headings to the various paragraphs of this Security Agreement shall have been inserted for convenient reference only and shall not modify, define, limit or expand the expressed provisions of this Security Agreement. This Security Agreement sets forth the entire Agreement between the parties hereto and no other prior written or oral statement or agreement or understanding may be executed in any number of counterparts, each of which shall be recognized an original, and such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Security Agreement by telecopy or enforced. All modifications or amendments other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Security Agreement. (c) No delay or omission on the part of Administrative Agent or Secured Parties in writing and signed by the partiesexercising any right hereunder shall operate as a waiver of any such right or any other right. This Agreement is to A waiver on any one or more occasions shall not be construed according as a bar to or waiver of any right or remedy on any future occasion. (d) Pursuant to Section 5-1401 of the New York General Obligations Law, the substantive laws of the State of New York, without regard to the choice of law principles that might otherwise apply, and any legal the applicable federal laws of the United States of America, shall govern the validity, construction, enforcement and interpretation of this Security Agreement. (e) Any suit, action or proceeding with respect to this Security Agreement or any judgment entered by any court in connection with this Agreement must respect thereof, may be brought in the Supreme Court courts of the State of New York within located in the First Judicial Department, 1st District, Borough of Manhattan in New York City, or in the Federal United States Courts located in the Borough of Manhattan in New York City, pursuant to Section 5-1402 of the New York General Obligations Law, and each party hereby submits to the non-exclusive jurisdiction of such courts for the Southern District purpose of any such suit, action or proceeding. Each party hereby irrevocably consents to the service of process in any suit, action or proceeding in said court by the mailing thereof by another party by registered or certified mail, postage prepaid, to the applicable address set forth in Section 8 hereof. Each party hereby irrevocably waives any objections which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Agreement brought in the courts located in the State of New York, and by execution hereof each party accepts the jurisdiction Borough of such courts. This Agreement may be executed Manhattan in two or more counterparts all of which shall constitute one and the same instrument. Each of the twelve (12) individual Sellers is hereby acknowledged to be a separate and distinct legal entity, wholly independent from the other SellersNew York City, and each hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN CONNECTION WITH THIS SECURITY AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY. (f) This Security Agreement and the provisions set forth herein shall continue until the full, final, and complete satisfaction of the Sellers shall be liable only for such claims Obligations (other than contingent indemnification obligations not yet due or demands made by Purchaser with respect to the Property (and other related aspects of the Premises) owned by such Seller owing), and the representations, warranties Administrative Agent’s and covenants made by such Seller with respect to such Property, and it is specifically agreed by and between Purchaser and each of the individual Sellers hereto that liability of the Sellers under this Agreement is and shall be individual only and is not and Secured Parties’ rights hereunder shall not be joint and several with other Sellers. 16.2. Purchaser shall not be permitted to assign this Agreement to any third partyreleased, except thatdiminished, with Sellers' prior written consent (which consent shall not be unreasonably withheld andimpaired, in any event, shall be granted if the conditions set forth in clauses reduced or adversely affected by: (i) through the renewal, extension, modification, amendment or alteration of the Credit Agreement or any other Loan Document or any related document or instrument; (ii) any adjustment, indulgence, forbearance or compromise that might be granted or given by Administrative Agent or the Secured Parties to any primary or secondary obligor or in connection with any security for the Obligations; (iii) below are satisfied)any full or partial release of any of the foregoing; or (iv) notice of any of the foregoing. (g) Neither Administrative Agent nor the Secured Parties have assumed, Purchaser and nothing contained herein shall be permitted declared to assign this have imposed upon Administrative Agent or the Secured Parties, any of Fund’s duties or obligations or Managing Entity’s duties or obligations as the Investment Advisor of Fund, except that Administrative Agent and Secured Parties shall be bound by the provisions of the Governing Agreement in exercising rights or remedies thereunder assigned or charged to another directly or indirectly wholly-owned subsidiary of Xxxxxx provided that Administrative Agent hereunder. (h) Notwithstanding anything to the contrary herein, (i) such assignment does not adversely affect Sellers (in connection with the matters set forth in obligations of Fund and Managing Entity hereunder are subject to the recourse and nonrecourse provisions of Section 3.5 or otherwise)12.17 of the Credit Agreement, and (ii) the assignee shall assume all rights, powers, privileges and remedies of Purchaser's obligations the Administrative Agent for the benefit of the Secured Parties hereunder pursuant are subject to an assumption agreement approved as to form and substance by sellers, and (iii) such assignment shall not release Purchaser or Xxxxxx from their obligations hereunder. 16.3. As used herein, the "Date of this Agreement" shall mean the date noted below as the date upon which this Agreement was executed by the parties hereto. As used herein, the term "Business Day" shall mean any day other than a Saturday, a Sunday or a bank holiday in New York, N.Y.Section 10.03

Binding Effect; Miscellaneous. 16.1. This Agreement shall be binding upon and shall inure to the parties heretobenefit of the Subordinated Creditor, the Lender, and their respective heirsparticipants, successors, legal representatives successors and assigns, but neither the Borrowers, the Guarantors nor any other party shall be entitled to rely on or enforce this Agreement. The Subordinated Creditor and Lender each warrant to the other that any purchaser or transferee of, or successor to, any security interest of the undersigned in any or all of the Collateral will be given written notice of the subordination effected hereby, before such purchase, transfer or succession, and that any such purchaser, transferee or successor will be in all respects subject to and bound by this Agreement. This Agreement sets forth the entire Agreement between the parties hereto and no other prior written cannot be waived or oral statement changed or agreement or understanding shall be recognized or enforced. All modifications or amendments shall be in ended, except by a writing and signed by the partiesparty to be bound thereby. This Agreement is to shall be governed by and construed according to in accordance with the substantive laws (other than conflict laws) of the State of New York. Each party consents to the personal jurisdiction of the state and federal courts located in the State of New York in connection with any controversy related to this Agreement, waives any argument that venue in any such forum is not convenient, and agrees that any legal action or proceeding with respect to or litigation initiated by either of them in connection with this Agreement must shall be brought venued in either the Supreme Court of the State of state and federal courts located in New York within the First Judicial Department, 1st DistrictCounty, New York CityYork. Nothing in this Agreement shall prohibit Subordinated Creditor from accepting and retaining or from exercising its rights with respect to the proceeds of keyman life insurance policies maintained by the Borrower on the life of Xxxxxx Xxx, or the Federal Courts which proceeds will be assigned to Subordinated Creditor as additional collateral for the Southern District of New York, and by execution hereof each party accepts the jurisdiction of such courtsSubordinated Indebtedness. This Agreement may be executed in two or more counterparts any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Each The Subordinated Creditor waives notice of the twelve (12) individual Sellers is hereby acknowledged to be a separate and distinct legal entity, wholly independent from the other Sellers, and each of the Sellers shall be liable only for such claims or demands made by Purchaser with respect to the Property (and other related aspects of the Premises) owned by such Seller and the representations, warranties and covenants made by such Seller with respect to such Property, and it is specifically agreed by and between Purchaser and each of the individual Sellers hereto that liability of the Sellers under this Agreement is and shall be individual only and is not and shall not be joint and several with other SellersLender’s acceptance hereof. THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON OR PERTAINING TO THIS AGREEMENT. 16.2. Purchaser shall not be permitted to assign this Agreement to any third party, except that, with Sellers' prior written consent (which consent shall not be unreasonably withheld and, in any event, shall be granted if the conditions set forth in clauses (i) through (iii) below are satisfied), Purchaser shall be permitted to assign this Agreement to another directly or indirectly wholly-owned subsidiary of Xxxxxx provided that (i) such assignment does not adversely affect Sellers (in connection with the matters set forth in Section 3.5 or otherwise), (ii) the assignee shall assume all of Purchaser's obligations hereunder pursuant to an assumption agreement approved as to form and substance by sellers, and (iii) such assignment shall not release Purchaser or Xxxxxx from their obligations hereunder. 16.3. As used herein, the "Date of this Agreement" shall mean the date noted below as the date upon which this Agreement was executed by the parties hereto. As used herein, the term "Business Day" shall mean any day other than a Saturday, a Sunday or a bank holiday in New York, N.Y.