THOUGH EACH OF THEM HAD PERSONALLY
EXECUTED AND DELIVERED THIS SECURITY INSTRUMENT, NOTWITHSTANDING ANY EXCULPATION
PROVISION IN FAVOR OF BORROWER WITH RESPECT TO THE PAYMENT OF ANY OTHER MONETARY
OBLIGATIONS UNDER THIS SECURITY INSTRUMENT.
(VI)
IN THE EVENT THAT BORROWER FAILS OR REFUSES TO PAY A TAX PAYABLE
BY BORROWER WITH RESPECT TO A SALE OR TRANSFER BY REASON OF A FORECLOSURE OF
THIS SECURITY INSTRUMENT IN ACCORDANCE WITH THIS SECTION, THE AMOUNT OF THE TAX,
ANY INTEREST OR PENALTY APPLICABLE THERETO AND ANY OTHER AMOUNT PAYABLE PURSUANT
TO BORROWER'S OBLIGATION TO INDEMNIFY LENDER UNDER THIS SECTION MAY, AT THE SOLE
OPTION OF LENDER, BE PAID AS AN EXPENSE OF THE SALE OUT OF THE PROCEEDS OF THE
MORTGAGE FORECLOSURE SALE.
(VII)
THE PROVISIONS OF THIS SECTION SHALL SURVIVE ANY TRANSFER AND THE
DELIVERY OF THE DEED AFFECTING SUCH TRANSFER.
NOTHING IN THIS SECTION SHALL BE
DEEMED TO GRANT TO BORROWER ANY GREATER RIGHTS TO SELL, ASSIGN OR OTHERWISE
TRANSFER THE PREMISES THAN ARE EXPRESSLY PROVIDED IN ARTICLE IX NOR TO DEPRIVE
LENDER OF ANY RIGHT TO REFUSE TO CONSENT TO ANY TRANSACTION REFERRED TO IN THIS
SECTION.
(F)
THE CLAUSES AND COVENANTS CONTAINED IN THIS SECURITY INSTRUMENT
THAT ARE CONSTRUED BY SECTION 254 OF THE NEW YORK REAL PROPERTY LAW SHALL BE
CONSTRUED AS PROVIDED IN THOSE SECTIONS (EXCEPT AS PROVIDED IN SECTION 18.35(D)
HEREOF AND ARTICLE III HEREOF).
THE ADDITIONAL CLAUSES AND COVENANTS CONTAINED
IN THIS SECURITY INSTRUMENT SHALL AFFORD RIGHTS SUPPLEMENTAL TO AND NOT
EXCLUSIVE OF THE RIGHTS CONFERRED BY THE CLAUSES AND COVENANTS CONSTRUED BY
SECTION 254 AND SHALL NOT IMPAIR, MODIFY, ALTER OR DEFEAT SUCH RIGHTS (EXCEPT AS
PROVIDED IN SECTION 18.35(D) HEREOF AND ARTICLE III HEREOF), NOTWITHSTANDING
THAT SUCH ADDITIONAL CLAUSES AND COVENANTS MAY RELATE TO THE SAME SUBJECT MATTER
OR PROVIDE FOR DIFFERENT OR ADDITIONAL RIGHTS IN THE SAME OR SIMILAR
CONTINGENCIES AS THE CLAUSES AND COVENANTS CONSTRUED BY SECTION 254.
THE RIGHT
OF LENDER ARISING UNDER THE CLAUSES AND COVENANTS CONTAINED IN THIS SECURITY
INSTRUMENT SHALL BE SEPARATE, DISTINCT AND CUMULATIVE AND NONE OF THEM SHALL BE
IN EXCLUSION OF THE OTHERS.
NO ACT OF LENDER SHALL BE CONSTRUED AS AN ELECTION
TO PROCEED UNDER ANY ONE PROVISION HEREIN TO THE EXCLUSION OF ANY OTHER
PROVISION, ANYTHING HEREIN OR OTHERWISE TO THE CONTRARY NOTWITHSTANDING.
IN THE
EVENT OF ANY INCONSISTENCIES BETWEEN THE PROVISIONS OF SECTION 254 AND THE
PROVISIONS OF THIS SECURITY INSTRUMENT, THE PROVISIONS OF THIS SECURITY
INSTRUMENT SHALL PREVAIL.
Notwithstanding anything to the contrary in this Security Instrument, the
maximum amount of principal indebtedness secured by this Security Instrument or
which under any contingency may be secured by this Security Instrument is
$217,000,000.
SECTION 18.36.
ASSIGNMENT UPON REPAYMENT.
AT BORROWER'S REQUEST, UPON (A)
BORROWER'S PREPAYMENT OR REPAYMENT OF THE DEBT IN FULL, WHETHER BY PREPAYMENT OR
OTHERWISE AND (B) PAYMENT BY BORROWER OF LENDER'S REASONABLE COUNSEL FEES AND
DISBURSEMENTS AND OTHER REASONABLE COSTS, IF ANY, AND PROVIDED BORROWER
(I) REFINANCES THE LOAN THROUGH ANY INSTITUTION OTHER THAN LENDER, OR (II)