LAWS
OF THE UNITED STATES OF AMERICA.
SECTION 7.04.
SURVIVAL; PARTIES BOUND; TERM OF AGREEMENT.
ALL
REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS MADE BY OR ON BEHALF OF
BORROWER IN THE LOAN DOCUMENTS WILL SURVIVE THE EXECUTION AND DELIVERY OF THE
LOAN DOCUMENTS; WILL NOT BE AFFECTED BY ANY INVESTIGATION MADE BY ANY PERSON,
AND WILL BIND BORROWER AND THE SUCCESSORS, TRUSTEES, RECEIVERS AND ASSIGNS OF
BORROWER AND WILL BENEFIT THE SUCCESSORS AND ASSIGNS OF BANK; PROVIDED THAT
BANK'S AGREEMENT TO MAKE LOANS TO BORROWER WILL NOT INURE TO THE BENEFIT OF ANY
SUCCESSOR OR ASSIGN OF BORROWER.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THE TERM
OF THIS AGREEMENT WILL BE UNTIL THE LATER OF THE FINAL MATURITY OF THE NOTE AND
THE FULL AND FINAL PAYMENT OF ALL OBLIGATIONS AND ALL AMOUNTS DUE UNDER THE LOAN
DOCUMENTS.
SECTION 7.05.
DOCUMENTARY MATTERS.
THIS AGREEMENT MAY BE EXECUTED IN
SEVERAL IDENTICAL COUNTERPARTS, ON SEPARATE COUNTERPARTS; EACH COUNTERPART WILL
CONSTITUTE AN ORIGINAL INSTRUMENT, AND ALL SEPARATE COUNTERPARTS WILL CONSTITUTE
BUT ONE AND THE SAME INSTRUMENT.
THE HEADINGS AND CAPTIONS IN THE LOAN
DOCUMENTS HAVE BEEN INCLUDED SOLELY FOR CONVENIENCE AND SHOULD NOT BE CONSIDERED
IN CONSTRUING THE LOAN DOCUMENTS.
IF ANY PROVISION OF ANY LOAN DOCUMENT IS
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT UNDER ANY APPLICABLE LAW, THE
REMAINING PROVISIONS WILL REMAIN EFFECTIVE.
SECTION 7.06.
EXPENSES.
ANY PROVISION TO THE CONTRARY NOTWITHSTANDING, AND
WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE CONSUMMATED,
BORROWER AGREES TO PAY ON DEMAND ALL OUT-OF-POCKET EXPENSES (INCLUDING, WITHOUT
LIMITATION, THE REASONABLE FEES AND EXPENSES OF COUNSEL FOR BANK) IN CONNECTION
WITH THE NEGOTIATION, PREPARATION, EXECUTION, FILING, RECORDING, MODIFICATION,
SUPPLEMENTING AND WAIVER OF THE LOAN DOCUMENTS AND THE MAKING, SERVICING AND
COLLECTION OF THE LOANS.
BORROWER AGREES TO PAY BANK'S STANDARD DOCUMENTATION
PREPARATION AND PROCESSING FEE FOR PREPARATION, NEGOTIATION AND HANDLING OF THIS
AGREEMENT.
THE OBLIGATIONS OF BORROWER UNDER THIS AND THE FOLLOWING SECTION
WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.
SECTION 7.07.
INDEMNIFICATION.
BORROWER AGREES TO INDEMNIFY, DEFEND AND
HOLD BANK HARMLESS FROM AND AGAINST ANY AND ALL LOSS, LIABILITY, OBLIGATION,
DAMAGE, PENALTY, JUDGMENT,
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CLAIM, DEFICIENCY AND EXPENSE (INCLUDING INTEREST, PENALTIES, ATTORNEYS' FEES
AND AMOUNTS PAID IN SETTLEMENT) TO WHICH BANK MAY BECOME SUBJECT ARISING OUT OF
OR BASED UPON THE LOAN DOCUMENTS, OR ANY LOAN, INCLUDING ALL LOSS, LIABILITY,
OBLIGATION, DAMAGE, PENALTY, JUDGMENT, CLAIM, DEFICIENCY AND EXPENSE RESULTING
FROM BANK'S OWN NEGLIGENCE, EXCEPT AND TO THE EXTENT CAUSED BY BANK'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
SECTION 7.08.
NATURE OF OBLIGATIONS.
IF MORE THAN ONE BORROWER EXECUTES
THIS AGREEMENT, ALL OF THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS
OF BORROWER SHALL BE JOINT AND SEVERAL OBLIGATIONS OF ALL BORROWERS.
SECTION 7.09.
USURY NOT INTENDED.
NO PROVISION OF THIS AGREEMENT OR OF ANY
OTHER LOAN DOCUMENT SHALL REQUIRE THE PAYMENT OR THE COLLECTION OF INTEREST IN
EXCESS OF THE MAXIMUM AMOUNT PERMITTED BY APPLICABLE LAW.
IF ANY EXCESS OF
INTEREST IN SUCH RESPECT IS HEREBY PROVIDED FOR, OR SHALL BE ADJUDICATED TO BE
SO PROVIDED, IN