INCLUDING REASONABLE
OUT-OF-POCKET ATTORNEYS' FEES, WHICH MAY BE INCURRED IN ANY EFFORT TO COLLECT OR
ENFORCE THE LOAN OR ANY PART OF IT OR ANY TERM OF ANY LOAN DOCUMENT.
9
7.5.
HEIRS, SUCCESSORS AND ASSIGNS.
THE TERMS OF
THIS AGREEMENT SHALL BIND AND BENEFIT THE HEIRS, LEGAL REPRESENTATIVES,
SUCCESSORS AND ASSIGNS OF THE PARTIES; PROVIDED, HOWEVER, THAT NEITHER LENDER
NOR BORROWER MAY ASSIGN THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER.
7.6.
INTERPRETATION.
THE LANGUAGE OF THIS
AGREEMENT MUST BE CONSTRUED AS A WHOLE ACCORDING TO ITS FAIR MEANING, AND NOT
STRICTLY FOR OR AGAINST ANY PARTY.
THE WORD "INCLUDE(S)" MEANS "INCLUDE(S),
WITHOUT LIMITATION," AND THE WORD "INCLUDING" MEANS "INCLUDING, BUT NOT LIMITED
TO."
7.7.
TIME OF THE ESSENCE.
TIME IS OF THE ESSENCE
IN THE PERFORMANCE OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
7.8.
SEVERABILITY. IF IT IS DETERMINED BY A COURT
OF COMPETENT JURISDICTION, GOVERNMENT ACTION OR BINDING ARBITRATION THAT ANY
PROVISION OF THIS AGREEMENT (OR PART THEREOF) IS INVALID, ILLEGAL, OR OTHERWISE
UNENFORCEABLE IN ANY JURISDICTION, SUCH PROVISION SHALL BE ENFORCED IN SUCH
JURISDICTION AS NEARLY AS POSSIBLE IN ACCORDANCE WITH THE STATED INTENTION OF
THE PARTIES, WHILE THE REMAINDER OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE
AND EFFECT AND BIND THE PARTIES ACCORDING TO ITS TERMS, AND ANY SUCH
DETERMINATION SHALL NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY
OTHER JURISDICTION.
TO THE EXTENT ANY PROVISION OF THIS AGREEMENT (OR PART
THEREOF) CANNOT BE ENFORCED IN ACCORDANCE WITH THE STATED INTENTIONS OF THE
PARTIES, SUCH PROVISION (OR PART THEREOF) SHALL BE DEEMED NOT TO BE A PART OF
THIS AGREEMENT; PROVIDED THAT IN SUCH EVENT THE PARTIES SHALL USE THEIR
REASONABLE EFFORTS TO NEGOTIATE, IN GOOD FAITH, A SUBSTITUTE, VALID AND
ENFORCEABLE PROVISION WHICH MOST NEARLY EFFECTS THE PARTIES' INTENT IN ENTERING
INTO THIS AGREEMENT.
7.9.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED
IN ONE OR MORE COUNTERPARTS, EACH OF WHICH IS, FOR ALL PURPOSES DEEMED AN
ORIGINAL AND ALL SUCH COUNTERPARTS TAKEN TOGETHER, CONSTITUTE ONE AND THE SAME
INSTRUMENT.
7.10.
CHOICE OF LAW; VENUE.
THIS AGREEMENT IS GOVERNED
BY NEVADA LAW WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPALS.
ANY ACTION
BROUGHT HEREUNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS SHALL BE BROUGHT IN
THE STATE OR FEDERAL COURTS LOCATED IN CLARK COUNTY, NEVADA.
EACH PARTY WAIVES
ANY CLAIM OF INCONVENIENT FORUM.
7.11.
INTEGRATION.
THIS AGREEMENT, TOGETHER WITH THE
OTHER LOAN DOCUMENTS, SETS FORTH THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE
PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND MERGES AND SUPERSEDES ALL
PRIOR UNDERSTANDINGS (WHETHER WRITTEN, VERBAL OR IMPLIED) WITH RESPECT THERETO.
7.12.
MODIFICATION; AMENDMENT.
NO MODIFICATION OF, OR
AMENDMENT TO, THIS AGREEMENT SHALL BE EFFECTIVE UNLESS IN WRITING SIGNED BY BOTH
PARTIES.
THIS AGREEMENT SHALL NOT BE SUPPLEMENTED OR MODIFIED BY ANY COURSE OF
DEALING OR OTHER TRADE USAGE.
7.13.
HEADINGS.
ALL SECTION HEADINGS ARE FOR CONVENIENCE
ONLY AND SHALL NOT BE CONSTRUED AS PART OF THIS AGREEMENT OR AS A LIMITATION OR
EXPANSION OF THE SCOPE OF