TO EXECUTE ALL OF SAID COUNTERPARTS.
9.
NOTICES.
EACH NOTICE, DEMAND, ELECTION
OR REQUEST PROVIDED FOR OR PERMITTED TO BE GIVEN PURSUANT TO THIS INDEMNITY
AGREEMENT SHALL BE GIVEN IN ACCORDANCE WITH THE TERMS OF THE LOAN AGREEMENT.
10.
AMENDMENTS.
NO PROVISION OF THIS INDEMNITY
AGREEMENT MAY BE CHANGED, WAIVED, DISCHARGED OR TERMINATED ORALLY, BY TELEPHONE
OR BY ANY OTHER MEANS EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY THE PARTY
AGAINST WHOM ENFORCEMENT OF THE CHANGE, WAIVER, DISCHARGE OR TERMINATION IS
SOUGHT.
11.
BINDING EFFECT.
EXCEPT AS HEREIN PROVIDED,
THIS INDEMNITY AGREEMENT SHALL BE BINDING UPON INDEMNITOR AND ITS SUCCESSORS AND
ASSIGNS, AND SHALL INURE TO THE BENEFIT OF THE AGENT, EACH LENDER, THE OTHER
INDEMNIFIED PARTIES, AND RESPECTIVE SUCCESSORS AND ASSIGNS.
NOTWITHSTANDING THE
FOREGOING, INDEMNITOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE AGENT IN EACH
INSTANCE, WHICH CONSENT SHALL NOT BE WITHHELD UNREASONABLY, MAY NOT ASSIGN,
TRANSFER OR SET OVER TO ANOTHER, IN WHOLE OR IN PART, ALL OR ANY PART OF ITS OR
THEIR BENEFITS, RIGHTS, DUTIES AND OBLIGATIONS HEREUNDER, INCLUDING, BUT NOT
LIMITED TO, PERFORMANCE OF AND COMPLIANCE WITH CONDITIONS HEREOF.
12.
GOVERNING LAW; CONSENT TO JURISDICTION.
THIS INDEMNITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL IN ALL RESPECTS BE GOVERNED BY, AND INTERPRETED AND DETERMINED IN
ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE
LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).
INDEMNITOR HEREBY IRREVOCABLY
AND UNCONDITIONALLY (A) SUBMITS TO PERSONAL JURISDICTION IN THE COMMONWEALTH OF
MASSACHUSETTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS
6
INDEMNITY AGREEMENT, AND (B) WAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE LAWS
OF ANY STATE (I) TO THE RIGHT, IF ANY, TO TRIAL BY JURY, OR (II) TO OBJECT TO
JURISDICTION WITHIN THE COMMONWEALTH OF MASSACHUSETTS OR VENUE IN ANY PARTICULAR
FORUM WITHIN THE COMMONWEALTH OF MASSACHUSETTS. INDEMNITOR AGREES THAT, IN
ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW,
ALL SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE MADE BY
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO INDEMNITOR
AS SET FORTH IN PARAGRAPH 9 ABOVE, AND SERVICE TO MADE SHALL BE COMPLETE FIVE
(5) DAYS AFTER THE SAME SHALL BE SO MAILED.
NOTHING CONTAINED HEREIN, HOWEVER,
SHALL PREVENT AGENT FROM BRINGING ANY SUIT, ACTION OR PROCEEDING OR EXERCISING
ANY RIGHTS AGAINST ANY SECURITY AND AGAINST INDEMNITOR PERSONALLY, AND AGAINST
ANY PROPERTY OF INDEMNITOR OR ANY SUBSIDIARY, WITHIN ANY OTHER STATE.
INITIATING SUCH SUIT, ACTION OR PROCEEDING OR TAKING SUCH ACTION IN ANY STATE
SHALL IN NO EVENT CONSTITUTE A WAIVER OF THE AGREEMENT CONTAINED HEREIN THAT THE
LAWS OF THE COMMONWEALTH OF MASSACHUSETTS SHALL GOVERN THE RIGHTS AND
OBLIGATIONS OF INDEMNITOR AND THE AGENT HEREUNDER OR OF THE SUBMISSION HEREIN
MADE BY INDEMNITOR TO PERSONAL JURISDICTION WITHIN THE COMMONWEALTH OF
MASSACHUSETTS.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, Indemnitor has caused this Indemnity Agreement to be
executed under seal as of the day