SUBMITS TO THE JURISDICTION OF
ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING AND INDEMNITOR HEREBY
IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUIT,
ACTION OR PROCEEDING.
INDEMNITOR DOES HEREBY AGREE DESIGNATE AND APPOINT:
VORNADO REALTY TRUST
888 SEVENTH AVENUE, 44TH FLOOR
NEW YORK, NEW YORK 10106
ATTENTION:
CORPORATION COUNSEL
FACSIMILE NO.:
(212) 894-7996
AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY
AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN
ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND INDEMNITOR AGREES THAT
SERVICE OF PROCESS UPON
SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID
SERVICE MAILED OR DELIVERED TO INDEMNITOR IN THE MANNER PROVIDED HEREIN SHALL BE
DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON INDEMNITOR IN ANY SUCH
SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK.
INDEMNITOR (I) SHALL GIVE
PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT
HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE
AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT
AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF
PROCESS), AND (III) SHALL PROMPTLY DESIGNATE A SUBSTITUTE IF ITS AUTHORIZED
AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT
LEAVING A SUCCESSOR.
NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF LENDER
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST INDEMNITOR IN ANY OTHER JURISDICTION.
15
26.
MISCELLANEOUS.
(A)
WHEREVER PURSUANT TO THIS AGREEMENT (I) INDEMNITEE (OR ANY
OTHER INDEMNIFIED PARTY) EXERCISES ANY RIGHT GIVEN TO IT TO APPROVE OR
DISAPPROVE ANY MATTER, (II) ANY ARRANGEMENT OR TERM IS TO BE SATISFACTORY TO
INDEMNITEE (OR ANY OTHER INDEMNIFIED PARTY), OR (III) ANY OTHER DECISION OR
DETERMINATION IS TO BE MADE BY INDEMNITEE (OR ANY OTHER INDEMNIFIED PARTY),
THEN, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, THE DECISION OF
INDEMNITEE (OR SUCH OTHER INDEMNIFIED PARTY) TO APPROVE OR DISAPPROVE SUCH
MATTER, ALL DECISIONS THAT ARRANGEMENTS OR TERMS ARE SATISFACTORY OR NOT
SATISFACTORY TO INDEMNITEE (OR SUCH OTHER INDEMNIFIED PARTY) AND ALL OTHER
DECISIONS AND DETERMINATIONS MADE BY INDEMNITEE (OR SUCH OTHER INDEMNIFIED
PARTY), SHALL BE IN THE SOLE AND ABSOLUTE DISCRETION OF INDEMNITEE (OR SUCH
OTHER INDEMNIFIED PARTY) 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 MEAN THE
REASONABLE, OUT-OF-POCKET, THIRD PARTY COSTS AND EXPENSES ACTUALLY INCURRED BY
INDEMNITEE (INCLUDING, BUT NOT LIMITED TO, REASONABLE EXTERNAL LEGAL FEES AND
DISBURSEMENTS).
27.
JOINT AND SEVERAL LIABILITY.
IF MORE THAN ONE PERSON HAS
EXECUTED THIS AGREEMENT AS "INDEMNITOR", THE REPRESENTATIONS, COVENANTS,
WARRANTIES AND OBLIGATIONS OF ALL SUCH PERSONS HEREUNDER SHALL BE JOINT AND
SEVERAL.
28.
RECITALS.