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 in the sole discretion of
Lender, except as otherwise specifically provided herein.
8.7
Expenses of Borrower.
Wherever this Assignment requires Borrower 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 Borrower as otherwise set forth herein.
8.9
Recording and Filing.
Borrower 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 BORROWER 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 holder of the Note and shall be
binding upon Borrower, its heirs, executors, administrators,