STATUTE OF LIMITATIONS.
TO THE EXTENT PERMITTED BY
APPLICABLE LAW, MORTGAGOR HEREBY EXPRESSLY WAIVES AND RELEASES TO THE FULLEST
EXTENT PERMITTED BY LAW, THE PLEADING OF ANY STATUTE OF LIMITATIONS AS A DEFENSE
TO PAYMENT OF THE INDEBTEDNESS OR PERFORMANCE OF ITS OTHER OBLIGATIONS.
SECTION 10.5
SURVIVAL.
THE INDEMNIFICATIONS MADE PURSUANT TO SECTION 9.3
HEREIN SHALL CONTINUE INDEFINITELY IN FULL FORCE AND EFFECT AND SHALL SURVIVE
AND SHALL IN NO WAY BE IMPAIRED BY:
ANY SATISFACTION, RELEASE OR OTHER
TERMINATION OF THIS MORTGAGE OR ANY OTHER LOAN DOCUMENT, ANY ASSIGNMENT OR OTHER
TRANSFER OF ALL OR ANY PORTION OF THIS MORTGAGE OR ANY OTHER LOAN DOCUMENT OR
MORTGAGEE'S INTEREST IN THE PROPERTY IN ACCORDANCE WITH THE LOAN AGREEMENT (BUT,
IN SUCH CASE, SUCH INDEMNIFICATION SHALL BENEFIT BOTH INDEMNIFIED PARTIES AND
ANY SUCH ASSIGNEE OR TRANSFEREE), ANY EXERCISE OF MORTGAGEE'S RIGHTS AND
REMEDIES PURSUANT HERETO INCLUDING BUT NOT LIMITED TO FORECLOSURE OR ACCEPTANCE
OF A DEED IN LIEU OF FORECLOSURE, ANY EXERCISE OF ANY RIGHTS AND REMEDIES
PURSUANT TO THE LOAN AGREEMENT, THE NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, ANY
TRANSFER OF ALL OR ANY PORTION OF THE PROPERTY (WHETHER BY MORTGAGOR OR BY
MORTGAGEE FOLLOWING FORECLOSURE OR ACCEPTANCE OF A DEED IN LIEU OF FORECLOSURE
OR AT ANY OTHER TIME), ANY AMENDMENT TO THIS MORTGAGE, THE LOAN AGREEMENT, THE
NOTE OR THE OTHER LOAN DOCUMENTS, AND ANY ACT OR OMISSION THAT MIGHT OTHERWISE
BE CONSTRUED AS A RELEASE OR DISCHARGE OF MORTGAGOR FROM THE OBLIGATIONS
PURSUANT HERETO.
ARTICLE 11
EXCULPATION
SECTION 11.1
EXCULPATION.
THE PROVISIONS OF SECTION 14.1 OF THE LOAN
AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS MORTGAGE TO THE SAME
EXTENT AND WITH THE SAME FORCE AS IF FULLY SET FORTH HEREIN.
ARTICLE 12
NOTICES
SECTION 12.1
NOTICES.
ALL NOTICES OR OTHER WRITTEN COMMUNICATIONS HEREUNDER
SHALL BE DELIVERED IN ACCORDANCE WITH SECTION 15.6 OF THE LOAN AGREEMENT.
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ARTICLE 13
APPLICABLE LAW
SECTION 3.1
GOVERNING LAW.
(A) THIS MORTGAGE WAS NEGOTIATED IN THE STATE OF
NEW YORK, AND MADE BY MORTGAGOR AND ACCEPTED BY MORTGAGEE IN THE STATE OF NEW
YORK, AND THE PROCEEDS OF THE NOTE SECURED HEREBY WERE DISBURSED FROM THE STATE
OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE
PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS,
INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS MORTGAGE AND THE OBLIGATIONS
ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH
STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW
OF THE UNITED STATES OF AMERICA.
TO THE FULLEST EXTENT PERMITTED BY LAW,
MORTGAGOR, AND MORTGAGEE EACH HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY
CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS MORTGAGE,
AND THIS MORTGAGE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW