IF IT HAS BEEN DETERMINED BY A FINAL DECISION (AFTER ALL
APPEALS AND THE EXPIRATION OF TIME TO APPEAL) BY A COURT OF COMPETENT
JURISDICTION THAT SUCH INDEMNIFIED LIABILITIES AROSE FROM THE NEGLIGENCE OR
WILLFUL MISCONDUCT OF THAT INDEMNITEE.
TO THE EXTENT THAT THE UNDERTAKING TO
INDEMNIFY, PAY AND HOLD HARMLESS SET FORTH IN THE PRECEDING SENTENCE MAY BE
UNENFORCEABLE BECAUSE IT IS VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE MORTGAGOR
SHALL CONTRIBUTE THE MAXIMUM PORTION WHICH IT IS PERMITTED TO PAY AND SATISFY
UNDER APPLICABLE LAW, TO THE PAYMENT AND SATISFACTION OF ALL INDEMNIFIED
LIABILITIES INCURRED BY THE INDEMNITEES OR ANY OF THEM.
(II)
SURVIVAL.
THE OBLIGATIONS OF THE MORTGAGOR CONTAINED IN THIS
SECTION 14.6 SHALL SURVIVE THE TERMINATION HEREOF AND THE DISCHARGE OF THE
MORTGAGOR'S OTHER OBLIGATIONS UNDER THIS MORTGAGE, THE INDENTURE AND THE OTHER
SECURITY DOCUMENTS.
(III)
REIMBURSEMENT.
ANY AMOUNT PAID BY ANY INDEMNITEE AS TO WHICH
SUCH INDEMNITEE HAS THE RIGHT TO REIMBURSEMENT SHALL CONSTITUTE SECURED
OBLIGATIONS SECURED BY THE MORTGAGED PROPERTY.
SECTION 14.7
CONTINUING SECURITY INTEREST; ASSIGNMENT.
THIS MORTGAGE SHALL
CREATE A CONTINUING LIEN ON AND SECURITY INTEREST IN THE MORTGAGED PROPERTY AND
SHALL (I) BE BINDING UPON THE MORTGAGOR, ITS RESPECTIVE SUCCESSORS AND ASSIGNS
AND (II) INURE, TOGETHER WITH THE RIGHTS AND REMEDIES OF THE MORTGAGEE
HEREUNDER, TO THE BENEFIT OF THE MORTGAGEE AND THE OTHER SECURED PARTIES AND
EACH OF THEIR RESPECTIVE SUCCESSORS, TRANSFEREES AND ASSIGNS.
NO OTHER PERSONS
(INCLUDING, WITHOUT LIMITATION, ANY OTHER CREDITOR OF MORTGAGOR) SHALL HAVE ANY
INTEREST HEREIN OR ANY RIGHT OR BENEFIT WITH RESPECT HERETO.
WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING CLAUSE (II), ANY HOLDER OF THE NOTES MAY ASSIGN
OR OTHERWISE TRANSFER ANY INDEBTEDNESS HELD BY IT SECURED BY THIS MORTGAGE TO
ANY OTHER PERSON, AND SUCH OTHER PERSON SHALL THEREUPON BECOME VESTED WITH ALL
THE BENEFITS IN RESPECT THEREOF GRANTED TO SUCH HOLDER, HEREIN OR OTHERWISE,
SUBJECT HOWEVER, TO THE PROVISIONS OF THE INDENTURE.
SECTION 14.8
TERMINATION; RELEASE.
THE MORTGAGED PROPERTY SHALL BE RELEASED
FROM THE LIEN OF THIS MORTGAGE IN ACCORDANCE WITH THE PROVISIONS OF ARTICLES [X
AND XIII] OF THE INDENTURE.
SECTION 14.9
MODIFICATION IN WRITING.
NO AMENDMENT, MODIFICATION, SUPPLEMENT,
TERMINATION OR WAIVER OF OR TO ANY PROVISION HEREOF, NOR CONSENT TO ANY
DEPARTURE BY THE MORTGAGOR THEREFROM, SHALL BE EFFECTIVE UNLESS THE SAME SHALL
BE DONE IN ACCORDANCE WITH THE TERMS OF THE INDENTURE AND UNLESS IN WRITING AND
SIGNED BY THE MORTGAGEE AND MORTGAGOR.
ANY AMENDMENT, MODIFICATION OR
SUPPLEMENT OF OR TO ANY PROVISION HEREOF, ANY WAIVER OF ANY PROVISION HEREOF AND
ANY CONSENT TO ANY DEPARTURE BY THE MORTGAGOR FROM THE TERMS OF ANY PROVISION
HEREOF SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC
PURPOSE FOR WHICH MADE OR GIVEN.
EXCEPT WHERE NOTICE IS SPECIFICALLY REQUIRED
BY THIS MORTGAGE OR ANY OTHER SECURITY DOCUMENT, NO NOTICE TO OR DEMAND ON THE
MORTGAGOR IN ANY CASE SHALL ENTITLE THE MORTGAGOR TO ANY OTHER OR FURTHER NOTICE
OR DEMAND IN SIMILAR OR OTHER CIRCUMSTANCES.
32
SECTION