DOCUMENTS WERE
NEGOTIATED IN THE STATE OF UTAH AND DELIVERED BY INDEMNITOR OR INDEMNITOR, AS
APPLICABLE, AND ACCEPTED BY LENDER IN THE STATE OF UTAH, WHICH STATE THE PARTIES
AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND THE UNDERLYING
TRANSACTIONS EMBODIED HEREBY.
IN ALL RESPECTS, INCLUDING, WITHOUT LIMITATION,
PERFORMANCE OF THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER, THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF UTAH APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN
SUCH STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT
GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES.
LENDER WOULD NOT HAVE MADE THE
LOAN OR ENTERED INTO OR ACCEPTED THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS BUT
FOR THE FOREGOING STIPULATION AND AGREEMENT AS TO THE CHOICE OF UTAH LAW TO
GOVERN THIS AGREEMENT AND ALL OTHER LOAN DOCUMENTS.
IF, NOTWITHSTANDING THIS
SECTION 21, AT ANY TIME THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF UTAH
IS DETERMINED TO BE APPLICABLE TO THIS AGREEMENT, INCLLUDING, WITHOUT
LIMITATION, THE LAWS OF THE COOK ISLANDS, THEN TO THE MAXIMUM EXTENT PERMITTED
BY LAW, INDEMNITOR EXPRESSLY WAIVES ANY AND ALL BENEFITS OF THE LAW AND RULES OF
SUCH JURISDICTION THAT CONFLICT WITH ANY PROVISION OF THIS AGREEMENT AND TO THE
EXTENT THAT THE SAME ARE APPLICABLE.
22.
Counterparts.
This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one Agreement.
23.
Captions for Convenience.
The captions and headings of the
paragraphs of this Agreement are for convenience of reference only and shall not
be construed in interpreting the provisions hereof.
24.
Joint and Several Liability.
Each party executing this Agreement
as an Indemnitor shall be jointly and severally liable for all obligations of
Indemnitor hereunder.
Each reference to Indemnitor shall be a reference to each
person executing this Agreement individually and to all such persons
collectively.
Indemnitor's liability is independent of the obligations of any
other Indemnitor.
Lender may bring an action against any Indemnitor to enforce
this Agreement, whether an action is brought against the other Indemnitors.
25.
WAIVER OF JURY TRIAL.
EACH OF INDEMNITOR AND LENDER (BY ITS
ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED UPON CONTRACT,
TORT OR ANY OTHER THEORY).
EACH OF INDEMNITOR AND LENDER (BY ITS ACCEPTANCE
HEREOF) (A) CERTIFIES THAT NO REPRESENTATIVE, LENDER OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER