Agreement without the
prior written consent of Indemnitee and any attempted assignment without such
consent shall be null and void.
22.
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.
23.
RIGHTS CUMULATIVE.
THE RIGHTS AND REMEDIES HEREIN PROVIDED ARE
CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES WHICH INDEMNITEE HAS
UNDER THE NOTE, THE MORTGAGE, THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS OR
WOULD OTHERWISE HAVE AT LAW OR IN EQUITY.
24.
INAPPLICABLE PROVISIONS.
IF ANY PROVISION OF THIS AGREEMENT IS
HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE UNDER PRESENT OR FUTURE LAWS
EFFECTIVE DURING THE TERM OF THIS AGREEMENT, SUCH PROVISION SHALL BE FULLY
SEVERABLE AND THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED AS IF SUCH ILLEGAL,
INVALID OR UNENFORCEABLE PROVISION HAD NEVER COMPRISED A PART OF THIS AGREEMENT,
AND THE REMAINING PROVISIONS OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND
EFFECT AND SHALL NOT BE AFFECTED BY THE ILLEGAL, INVALID OR UNENFORCEABLE
PROVISION OR BY ITS SEVERANCE FROM THIS AGREEMENT, UNLESS SUCH CONTINUED
EFFECTIVENESS OF THIS AGREEMENT, AS MODIFIED, WOULD BE CONTRARY TO THE BASIC
UNDERSTANDINGS AND INTENTIONS OF THE PARTIES AS EXPRESSED HEREIN.
25.
GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS.
A.
THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY
INDEMNITOR AND ACCEPTED BY INDEMNITEE IN THE STATE OF NEW YORK, AND THE PROCEEDS
OF THE NOTE SECURED HEREBY WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH
STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE
UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF
AMERICA.
TO THE FULLEST EXTENT PERMITTED BY LAW, INDEMNITOR AND INDEMNITEE EACH
HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW
OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THE NOTE, AND THIS
AGREEMENT AND THE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF
14
THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW.
B.
ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST INDEMNITEE OR INDEMNITOR
ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY 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 INDEMNITOR AND INDEMNITEE
EACH WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE
AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND
INDEMNITOR AND INDEMNITEE EACH HEREBY IRREVOCABLY