ONLY AND ARE NOT
TO BE CONSTRUED AS DEFINING OR LIMITING, IN ANY WAY, THE SCOPE OR INTENT OF THE
PROVISIONS HEREOF.
5.6
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 "INDEMNITOR"
SHALL BE DEEMED TO REFER TO
EACH AND EVERY PARTY STATED IN THE FIRST PARAGRAPH HEREOF TO BE AN INDEMNITOR
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 INDEMNITOR, ALL OF WHOM SHALL BE BOUND BY THE PROVISIONS OF THIS
AGREEMENT, PROVIDED
THAT NO OBLIGATION OF INDEMNITOR MAY BE ASSIGNED EXCEPT
WITH THE PRIOR WRITTEN CONSENT OF INDEMNITEE.
EACH REFERENCE HEREIN TO
INDEMNITEE SHALL BE DEEMED TO INCLUDE ITS SUCCESSORS AND ASSIGNS.
THIS
AGREEMENT SHALL INURE TO THE BENEFIT OF INDEMNIFIED PARTIES AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS. THE INDEMNIFIED PARTIES SHALL HAVE THE RIGHT
TO ASSIGN OR TRANSFER THEIR RIGHTS UNDER THIS AGREEMENT IN CONNECTION WITH ANY
ASSIGNMENT OF THE LOAN AND THE LOAN DOCUMENTS IN ACCORDANCE WITH THE LOAN
AGREEMENT.
ANY ASSIGNEE OR TRANSFEREE OF INDEMNITEE (AND THE OTHER INDEMNIFIED
PARTIES) SHALL BE ENTITLED TO ALL THE BENEFITS AFFORDED TO INDEMNITEE (AND THE
OTHER INDEMNIFIED PARTIES) UNDER THIS AGREEMENT.
EXCEPT AS SPECIFICALLY
PERMITTED IN THE LOAN AGREEMENT, INDEMNITOR SHALL NOT HAVE THE RIGHT TO ASSIGN
OR TRANSFER ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR
WRITTEN CONSENT OF INDEMNITEE AND ANY ATTEMPTED ASSIGNMENT WITHOUT SUCH CONSENT
SHALL BE NULL AND VOID.
5.7
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.
5.8
RIGHTS CUMULATIVE.
THE RIGHTS AND REMEDIES HEREIN PROVIDED
ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES THAT INDEMNITEE HAS
UNDER THE LOAN AGREEMENT, THE NOTE, THE MORTGAGE, OR THE OTHER SECURITY
DOCUMENTS OR WOULD OTHERWISE HAVE AT LAW OR IN EQUITY.
5.9
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.
5.10
GOVERNING LAW.
THIS AGREEMENT WAS NEGOTIATED IN 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
13
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