OF THE STATE AND APPLICABLE
LAWS OF THE UNITED STATES OF AMERICA.
12
27.
MISCELLANEOUS.
(A)
WHEREVER PURSUANT TO THIS AGREEMENT (I)
ADMINISTRATIVE AGENT EXERCISES ANY RIGHT GIVEN TO IT APPROVE OR DISAPPROVE, (II)
ANY ARRANGEMENT OR TERM IS TO BE SATISFACTORY TO ADMINISTRATIVE AGENT, OR (III)
ANY OTHER DECISION OR DETERMINATION IS TO BE MADE BY ADMINISTRATIVE AGENT, THE
DECISION OF ADMINISTRATIVE AGENT TO APPROVE OR DISAPPROVE, ALL DECISIONS THAT
ARRANGEMENTS OR TERMS ARE SATISFACTORY OR NOT SATISFACTORY AND ALL OTHER
DECISIONS AND DETERMINATIONS MADE BY ADMINISTRATIVE AGENT, SHALL BE IN THE SOLE
AND ABSOLUTE DISCRETION OF ADMINISTRATIVE AGENT AND SHALL BE FINAL AND
CONCLUSIVE, EXCEPT AS MAY BE OTHERWISE EXPRESSLY AND SPECIFICALLY PROVIDED
HEREIN.
(B)
WHEREVER PURSUANT TO THIS AGREEMENT IT IS PROVIDED THAT
INDEMNITOR PAY ANY COSTS AND EXPENSES, SUCH COSTS AND EXPENSES SHALL INCLUDE,
BUT NOT BE LIMITED TO, REASONABLE OUT-OF-POCKET LEGAL FEES AND DISBURSEMENTS OF
ADMINISTRATIVE AGENT.
(C)
JOINT AND SEVERAL LIABILITY.
IF INDEMNITOR CONSISTS OF MORE
THAN ONE PERSON OR PARTY, THE OBLIGATIONS AND LIABILITIES OF EACH SUCH PERSON OR
PARTY HEREUNDER SHALL BE JOINT AND SEVERAL.
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IN WITNESS WHEREOF, this Agreement has been executed by Indemnitor and is
effective as of the day and year first above written.
INDEMNITOR:
ALEXANDER'S OF KINGS, LLC, a Delaware
limited liability company
By:
/s/ Alan J. Rice
Name:
Alan J. Rice
Title:
Secretary
KINGS PARKING, LLC, a Delaware limited
liability company
By:
/s/ Alan J. Rice
Name:
Alan J. Rice
Title:
Secretary
ALEXANDER'S KINGS PLAZA, LLC, a
Delaware limited liability company
By:
/s/ Alan J. Rice
Name:
Alan J. Rice
Title:
Secretary
ALEXANDER'S, INC., a Delaware corporation
By:
/s/ Alan J. Rice
Name:
Alan J. Rice
Title:
Secretary
USActive 23005955.6