FULLEST EXTENT PERMITTED BY LAW, INDEMNITOR, AND BY ACCEPTANCE
OF THIS AGREEMENT, INDEMNITEE, EACH HEREBY UNCONDITIONALLY AND IRREVOCABLY
WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS
AGREEMENT AND THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW.
ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST INDEMNITEE OR INDEMNITOR ARISING
OUT OF OR RELATING TO THIS AGREEMENT SHALL 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 BY ITS ACCEPTANCE OF
THIS AGREEMENT, INDEMNITEE, EACH WAIVES ANY OBJECTIONS THAT 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 HEREBY IRREVOCABLY SUBMITS
TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.
5.11
APPROVALS.
WHEREVER PURSUANT TO THIS AGREEMENT (A) INDEMNIFIED
PARTIES EXERCISE ANY RIGHT GIVEN TO IT TO APPROVE OR DISAPPROVE, (B) ANY
ARRANGEMENT OR TERM IS TO BE SATISFACTORY TO INDEMNIFIED PARTIES, OR (C) ANY
OTHER DECISION OR DETERMINATION IS TO BE MADE BY INDEMNIFIED PARTIES, THE
DECISION OF INDEMNIFIED PARTIES TO APPROVE OR DISAPPROVE, ALL DECISIONS THAT
ARRANGEMENTS OR TERMS ARE SATISFACTORY OR NOT SATISFACTORY AND ALL OTHER
DECISIONS AND DETERMINATIONS MADE BY INDEMNIFIED PARTIES, SHALL BE IN THE SOLE
DISCRETION OF INDEMNIFIED PARTIES, EXCEPT AS MAY BE OTHERWISE EXPRESSLY AND
SPECIFICALLY PROVIDED HEREIN.
5.12
LEGAL FEES.
WHEREVER PURSUANT TO THIS AGREEMENT IT IS PROVIDED
THAT INDEMNITOR PAY ANY COSTS AND EXPENSES, SUCH COSTS AND EXPENSES SHALL MEAN
REASONABLE, OUT-OF-POCKET, THIRD-PARTY COSTS AND EXPENSES AND SHALL INCLUDE, BUT
NOT BE LIMITED TO, REASONABLE ACTUAL LEGAL FEES AND DISBURSEMENTS OF INDEMNIFIED
PARTIES.
5.13
EXPENSES OF LENDER.
IN THE EVENT THIS AGREEMENT IS PUT INTO THE
HANDS OF ANY ATTORNEY FOR COLLECTION, SUIT OR ACTION AS AGAINST INDEMNITOR, OR
LENDER SHALL ATTEMPT TO REMEDY ANY DEFAULT HEREUNDER, INDEMNITOR, ITS SUCCESSORS
OR ASSIGNS, SHALL BE CHARGEABLE WITH AND AGREES TO PAY ALL REASONABLE COSTS
INCURRED BY LENDER AS A RESULT THEREOF, INCLUDING COSTS OF COLLECTION AND
DEFENSE, INCLUDING REASONABLE ATTORNEYS' FEES (AND EXPERTS', CONSULTANTS' AND
WITNESSES' FEES) IN CONNECTION THEREWITH AND IN CONNECTION WITH ANY APPELLATE
PROCEEDING OR POST-JUDGMENT ACTION INVOLVED THEREIN, WHICH SHALL BE DUE AND
PAYABLE TOGETHER WITH ALL REQUIRED SERVICE OR USE TAXES.
5.14
JOINT AND SEVERAL LIABILITY.
THE OBLIGATIONS AND LIABILITIES OF
INDEMNITOR HEREUNDER SHALL BE JOINT AND SEVERAL.
14
5.15
EXCULPATION.
THE PROVISIONS OF ARTICLE 14 OF THE LOAN AGREEMENT
REGARDING EXCULPATION ARE HEREBY INCORPORATED BY REFERENCE WITH THE FULL FORCE
AND EFFECT AS THOUGH SUCH PROVISIONS WERE FULLY SET FORTH HEREIN.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
15
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the date
and year first written above.
INDEMNITOR:
REGO II BORROWER LLC,
a Delaware limited liability company
By: