BE
ENTITLED TO PARTICIPATE THEREIN AND, TO THE EXTENT THAT IT WISHES, TO ASSUME THE
DEFENSE THEREOF, WITH COUNSEL REASONABLY SATISFACTORY TO THE INDEMNITEE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AFTER NOTICE FROM
THE INDEMNIFYING PARTY TO THE INDEMNITEE OF SUCH ELECTION TO SO ASSUME THE
DEFENSE THEREOF, THE INDEMNIFYING PARTY SHALL NOT BE LIABLE TO THE INDEMNITEE
FOR ANY LEGAL EXPENSES OF OTHER COUNSEL OR ANY OTHER EXPENSES SUBSEQUENTLY
INCURRED BY THE INDEMNITEE IN CONNECTION WITH THE DEFENSE THEREOF, AND THE
INDEMNITEE AGREES TO COOPERATE FULLY WITH THE INDEMNIFYING PARTY AND ITS COUNSEL
IN THE DEFENSE AGAINST ANY SUCH ASSERTED LIABILITY.
THE INDEMNITEE SHALL HAVE
THE RIGHT TO PARTICIPATE AT ITS OWN EXPENSE IN THE DEFENSE OF SUCH ASSERTED
LIABILITY.
IN NO EVENT SHALL AN INDEMNIFYING PARTY BE LIABLE FOR ANY SETTLEMENT
EFFECTED BY THE INDEMNITEE WITHOUT THE CONSENT OF THE INDEMNIFYING PARTY, WHICH
WILL NOT BE UNREASONABLY WITHHELD.
IN NO EVENT SHALL AN INDEMNIFYING PARTY
EFFECT ANY SETTLEMENT WITHOUT THE CONSENT OF THE INDEMNITEE, WHICH WILL NOT BE
UNREASONABLY WITHHELD.
17.5
MITIGATION OF LOSS.
EACH INDEMNITEE IS OBLIGATED TO USE REASONABLE
EFFORTS TO MITIGATE TO THE FULLEST EXTENT PRACTICABLE THE AMOUNT OF ANY LOSSES
FOR WHICH IT IS ENTITLED TO SEEK INDEMNIFICATION HEREUNDER.
17.6
SUBROGATION.
UPON MAKING ANY PAYMENT OF LOSSES OF THE INDEMNITEE,
THE INDEMNIFYING PARTY WILL, TO THE EXTENT OF SUCH PAYMENT, BE SUBROGATED TO ALL
RIGHTS OF THE INDEMNITEE AGAINST ANY THIRD PARTY IN RESPECT OF THE LOSSES TO
WHICH THE PAYMENT RELATES; PROVIDED, HOWEVER, THAT UNTIL THE INDEMNITEE RECOVERS
FULL PAYMENT OF ITS LOSSES, ANY AND ALL
CLAIMS OF THE INDEMNIFYING PARTY AGAINST ANY SUCH THIRD PARTY ON ACCOUNT OF SUCH
PAYMENT ARE HEREBY MADE EXPRESSLY SUBORDINATED AND SUBJECTED IN RIGHT OF PAYMENT
OF THE INDEMNITEE'S RIGHTS AGAINST SUCH THIRD PARTY.
WITHOUT LIMITING THE
GENERALITY OF ANY OTHER PROVISION HEREOF, EACH SUCH INDEMNITEE AND INDEMNIFYING
PARTY WILL DULY EXECUTE UPON REQUEST ALL INSTRUMENTS REASONABLY NECESSARY TO
EVIDENCE AND PERFECT THE ABOVE DESCRIBED SUBROGATION AND SUBORDINATION RIGHTS.
18.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED SIMULTANEOUSLY IN
ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, BUT
ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
19.
NO TRIAL BY JURY.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
20.
RAMADA. PURCHASER ACKNOWLEDGES THAT RAMADA FRANCHISE SYSTEMS, INC.
("RAMADA") MUST CONSENT PURSUANT TO THE RAMADA AGREEMENTS TO BOTH (A) THE SALE
BY SELLER TO PURCHASER OF THE REAL PROPERTY PURSUANT TO THIS AGREEMENT AND
(B) THE SALE BY SELLER TO LUCKY LUCY OF THE BUSINESS PURSUANT TO THE ASSET
PURCHASE AGREEMENT