AND DOCUMENTS REFERRED TO HEREIN.
8.6
SOLE DISCRETION OF LENDER.
WHEREVER THIS ASSIGNMENT CALLS FOR
LENDER TO (A) EXERCISE ANY RIGHT TO APPROVE OR DISAPPROVE, (B) DETERMINE THAT
ANY ARRANGEMENT OR TERM IS SATISFACTORY TO LENDER, OR (C) MAKE ANY OTHER
DECISION OR DETERMINATION, ALL DECISIONS OF LENDER TO APPROVE OR DISAPPROVE, ALL
DECISIONS THAT ARRANGEMENTS OR TERMS ARE SATISFACTORY OR NOT SATISFACTORY, AND
ALL OTHER DECISIONS AND DETERMINATIONS MADE BY LENDER SHALL BE WITHIN THE
REASONABLE DISCRETION OF LENDER, AND SAID APPROVAL SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED.
8.7
EXPENSES OF GRANTOR.
WHEREVER THIS ASSIGNMENT REQUIRES GRANTOR
TO PAY ANY EXPENSES, SUCH EXPENSES SHALL INCLUDE REASONABLE LEGAL FEES AND
DISBURSEMENTS OF LENDER, WHETHER WITH RESPECT TO RETAINED FIRMS, THE
REIMBURSEMENT OF THE EXPENSES FOR IN‐HOUSE STAFF, OR OTHERWISE.
8.8
SURVIVAL OF OBLIGATIONS.
THE PROVISIONS OF THIS ASSIGNMENT
SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS ASSIGNMENT AND THE CONSUMMATION
OF THE LOAN AND SHALL CONTINUE IN FULL FORCE AND EFFECT UNTIL THE TERMINATION OF
THIS ASSIGNMENT; PROVIDED, HOWEVER, THAT NOTHING CONTAINED IN THIS SECTION 8.8
SHALL LIMIT THE OBLIGATIONS OF GRANTOR AS OTHERWISE SET FORTH HEREIN.
8.9
RECORDING AND FILING.
GRANTOR WILL CAUSE THIS ASSIGNMENT (AS
REQUESTED BY LENDER) AND ALL AMENDMENTS AND SUPPLEMENTS THERETO AND
SUBSTITUTIONS THEREFOR TO BE RECORDED, FILED, RE‐RECORDED, AND RE-FILED IN SUCH
MANNER AND IN SUCH PLACES AS LENDER SHALL REASONABLY REQUEST, AND WILL PAY ALL
SUCH RECORDING, FILING, RE‐RECORDING, AND RE-FILING TAXES, FEES, AND OTHER
CHARGES.
8.10
FINAL AGREEMENT; AMENDMENT.
THIS ASSIGNMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AND ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDE ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF
AND THEREOF, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES
HERETO.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.
THIS
ASSIGNMENT MAY ONLY BE AMENDED OR WAIVED BY AN INSTRUMENT IN WRITING SIGNED BY
THE PARTIES HERETO.
8.11
WAIVER OF TRIAL BY JURY.
TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, LENDER AND GRANTOR HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL
RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER
BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF
THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY OR THE ACTIONS OF
LENDER IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT THEREOF.
EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.11.
8.12
SUCCESSORS AND ASSIGNS.
THE TERMS AND PROVISIONS OF THIS
ASSIGNMENT SHALL INURE TO THE BENEFIT OF LENDER AND ANY SUBSEQUENT