OTHER LOAN DOCUMENT SHALL SURVIVE THE
EXECUTION OF THIS AGREEMENT, THE MAKING OF THE ADVANCES BY LENDER, AND THE
EXECUTION OF THE OTHER LOAN DOCUMENTS, AND SHALL CONTINUE UNTIL LENDER RECEIVES
PAYMENT IN FULL OF ALL INDEBTEDNESS OF BORROWER INCURRED UNDER THIS AGREEMENT
AND UNDER THE OTHER LOAN DOCUMENTS.
8.3
GOVERNING LAW; WAIVER OF JURY TRIAL.
THIS
AGREEMENT, THE RIGHTS OF THE PARTIES HEREUNDER AND THE INTERPRETATION HEREOF
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF CALIFORNIA, IN ALL RESPECTS.
TO THE EXTENT PERMITTED BY LAW, BORROWER
HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION RELATING TO THE LOAN
AND/OR THE LOAN DOCUMENTS.
8.4
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED
IN ANY NUMBER OF COUNTERPARTS, ALL OF WHICH SHALL CONSTITUTE A SINGLE AGREEMENT.
8.5
NOTICES.
ANY NOTICE REQUIRED OR PERMITTED TO
BE GIVEN BY EITHER PARTY HERETO TO THE OTHER UNDER THE TERMS OF THIS AGREEMENT,
OR DOCUMENTS RELATED HERETO, SHALL BE DEEMED TO HAVE BEEN GIVEN ON THE DATE THE
SAME IS DEPOSITED IN THE UNITED STATES MAIL, REGISTERED OR CERTIFIED, RETURN
RECEIPT REQUESTED, POSTAGE PREPAID, ADDRESSED TO THE PARTY TO WHICH THE NOTICE
IS TO BE GIVEN AT THE ADDRESS SET FORTH OPPOSITE ITS NAME BELOW, OR AT ANY OTHER
ADDRESS SPECIFIED IN A NOTICE GIVEN BY SUCH PARTY TO THE OTHER NOT LESS THAN TEN
(10) DAYS PRIOR TO THE EFFECTIVE DATE OF THE ADDRESS CHANGE.
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8.6
COSTS AND EXPENSES; INDEMNIFICATION;
REIMBURSEMENT.
(A)
UPON THE CLOSING AND FUNDING OF THE LOAN,
BORROWER SHALL PAY (I) ALL TAXES AND ASSESSMENTS AND ALL REASONABLE
OUT-OF-POCKET EXPENSES, CHARGES, COSTS AND FEES PROVIDED FOR IN THIS AGREEMENT,
(II) ALL REASONABLE OUT OF POCKET EXPENSES INCURRED BY LENDER (INCLUDING THE
REASONABLE OUT-OF-POCKET FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR
LENDER), IN CONNECTION WITH THE ENFORCEMENT OR PROTECTION OF ITS RIGHTS IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, INCLUDING ITS
RIGHTS UNDER THIS SECTION, AND (III) A LOAN FEE TO LENDER IN THE AMOUNT OF ONE
PERCENT (1%) OF THE ORIGINAL PRINCIPAL BALANCE OF THE LOAN (WHICH SHALL BE PAID
OUT OF LOAN PROCEEDS).
(B)
BORROWER SHALL INDEMNIFY LENDER
(HEREINAFTER, "INDEMNITEE") AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY
AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES (INCLUDING THE
REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE),
INCURRED BY ANY INDEMNITEE OR ASSERTED AGAINST ANY INDEMNITEE BY ANY THIRD PARTY
OR BY BORROWER OR INDEMNITOR ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT
OF (I) THE EXECUTION OR DELIVERY OF THIS AGREEMENT, OR ANY OTHER LOAN DOCUMENT,
THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER
OR THEREUNDER OR THE CONSUMMATION OF THE LOAN TRANSACTIONS, OR (II) ANY ACTUAL
OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF
THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER
BROUGHT BY A THIRD PARTY OR BY BORROWER, AND REGARDLESS OF WHETHER ANY
INDEMNITEE IS