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<br />200511354
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<br />8.14 INTEGRATION; INTERPRETATION. The Loan Documents contain or expressly incorporate by
<br />reference the entire agreement of the parties with respect to the matters contemplated therein and supersede
<br />all prior negotiations or agreements, written or oral. The Loan Documents shall not be modified except by
<br />written instrument executed by all parties. Any reference in any of the Loan Documents to the Property or
<br />Collateral shall include all or any part of the Property or Collateral. Any reference to the Loan Documents
<br />includes any amendments, renewals or extensions now or hereafter approved by Lender in writing. When the
<br />identity of the parties or other circumstances make it appropriate, the masculine gender includes the feminine
<br />and/or neuter, and the singular number includes the plural.
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<br />8.15 CA PIT ALIZED TERMS. Capitalized terms not otherwise defined herein shall have the meanings set forth
<br />in the Note.
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<br />8.16 SUCCESSORS IN INTEREST. The terms, covenants, and conditions contained herein and in the other
<br />Loan Documents shall be binding upon and inure to the benefit of the heirs, successors and assigns of the
<br />parties. The foregoing sentence shall not be construed to permit Borrower to assign the Loan except as
<br />otherwise permitted under the Note or the other Loan Documents.
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<br />8.17 GOVERNING LAW. This Security Instrument was accepted by Lender in the state of California and the
<br />proceeds of the Note secured hereby were disbursed from the state of California, which state the parties agree
<br />has a substantial relationship to the parties and to the underlying transaction embodied hereby. Accordingly,
<br />in all respects, including without limiting the generality of the foregoing, matters of construction, validity,
<br />enforceability and performance, this Security Instrument, the Note and the other Loan Documents and the
<br />obligations arising hereunder and thereunder shall be governed by, and construed in accordance with, the
<br />laws of the state of California applicable to contracts made and performed in such state and any applicable
<br />law of the United States of America, except that all times the provisions for enforcement of the liens,
<br />assignments and security interests in and to the Property and all other remedies of Lender, including but not
<br />limited to foreclosure or exercise of Lender's STATUTORY POWER OF SALE or other POWER OF SALE
<br />(as permitted by law) and the creation, perfection and enforcement of the security interests created pursuant
<br />hereto and pursuant to the other Loan Documents in any Collateral which is located in the state where the
<br />Property is located shall be governed by and construed according to the law of the state where the Property is
<br />located. Except as provided in the immediately preceding sentence, Borrower hereby unconditionally and
<br />irrevocably waives, to the fullest extent permitted by law, any claim to assert that the law of any jurisdiction
<br />other than California governs this Security Instrument, the Note and other Loan Documents.
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<br />8.18 CONSENT TO JURISDICTION. Borrower irrevocably submits to the jurisdiction of: (a) any state or
<br />federal court sitting in the state of California over any suit, action, or proceeding, brought by Borrower
<br />against Lender, arising out of or relating to this Security Instrument, the Note or the Loan; (b) any state or
<br />federal court sitting in the state where the Property is located or the state in which Borrower's principal place
<br />of business is located over any suit, action or proceeding, brought by Lender against Borrower, arising out of
<br />or relating to this Security Instrument, the Note or the Loan; (c) any state court sitting in the county of the
<br />state where the Property is located over any suit, action, or proceeding, brought by Lender to enforce the
<br />liens, assignments and security interests in and to the Collateral and all other rights or remedies of Lender,
<br />including but not limited to foreclosure or exercise of Lender's STATUTORY POWER OF SALE or other
<br />POWER OF SALE (as permitted by law). Borrower irrevocably waives, to the fullest extent permitted by
<br />law, any objection that Borrower may now or hereafter have to the laying of venue of any such suit, action, or
<br />proceeding brought in any such court and any claim that any such suit, action, or proceeding brought in an
<br />inconvenient forum.
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<br />8.19 EXHIBITS. Exhibit A is incorporated into this Security Instrument by this reference.
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<br />8.20 ADDRESSES; REQUEST FOR NOTICE. All notices and other communications that are required or
<br />permitted to be given to a party under this Security Instrument or the Loan Documents shall be in writing,
<br />refer to the Loan number, and shall be sent to such ,party, either by personal delivery, by overnight delivery
<br />service, by certified first class mail, return receipt requested, or by facsimile transmission to the addressee or
<br />facsimile number below. All such notices and communications shall be effective upon receipt of such
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<br />Master SJ REG NE (rev. 08/2005)
<br />1245359.6
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