WITH LENDER'S
RIGHTS AND REMEDIES UNDER THE OTHER LOAN DOCUMENTS, ARE CUMULATIVE AND MAY BE
EXERCISED INDIVIDUALLY, CONCURRENTLY, SUCCESSIVELY AND IN ANY ORDER.
8.2
SURVIVAL.
ALL AGREEMENTS, REPRESENTATIONS AND WARRANTIES MADE IN
THIS AGREEMENT OR ANY 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.
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.
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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.
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, AND (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, ANY OTHER LOAN DOCUMENT OR ANY
AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE
PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE
CONSUMMATION OF THE LOAN TRANSACTIONS, OR (II) ANY