WAIVERS BY MORTGAGOR.
MORTGAGOR, TO THE
FULLEST EXTENT THAT MORTGAGOR MAY DO SO, HEREBY: (A) AGREES THAT MORTGAGOR WILL
NOT AT ANY TIME INSIST UPON, PLEAD, CLAIM OR TAKE THE BENEFIT OR ADVANTAGE OF
ANY LAW NOW OR HEREAFTER IN FORCE PROVIDING FOR ANY APPRAISEMENT, VALUATION,
STAY OR EXTENSION, OR ANY REDEMPTION AFTER FORECLOSURE SALE, AND WAIVES AND
RELEASES ALL RIGHTS OF REDEMPTION AFTER FORECLOSURE SALE, VALUATION,
APPRAISEMENT, STAY OF EXECUTION, NOTICE OF ELECTION TO MATURE OR DECLARE DUE THE
DEBT SECURED HEREBY; AND (B) WAIVES ALL RIGHTS TO A MARSHALLING OF THE ASSETS OF
MORTGAGOR, INCLUDING THE MORTGAGED PROPERTY, OR TO A SALE IN INVERSE ORDER OF
ALIENATION IN THE EVENT OF A SALE HEREUNDER OF THE MORTGAGED PROPERTY, AND
AGREES NOT TO ASSERT ANY RIGHT UNDER ANY STATUTE OR RULE OF LAW PERTAINING TO
THE MARSHALLING OF ASSETS, SALE IN INVERSE ORDER OF ALIENATION, OR OTHER MATTERS
WHATEVER TO DEFEAT, REDUCE OR AFFECT THE RIGHT OF AGENT UNDER THE TERMS OF THIS
MORTGAGE OR THE GUARANTY TO A SALE OF THE MORTGAGED PROPERTY FOR THE COLLECTION
OF THE INDEBTEDNESS EVIDENCED BY THE GUARANTY WITHOUT ANY PRIOR OR DIFFERENT
RESORT FOR COLLECTION, OR THE RIGHT OF AGENT TO THE PAYMENT OF SUCH INDEBTEDNESS
OUT OF THE PROCEEDS OF SALE OF THE MORTGAGED PROPERTY IN PREFERENCE TO EVERY
OTHER CLAIMANT WHATEVER.
13
27.
BUSINESS LOAN: NOT PERSONAL RESIDENCE.
MORTGAGOR COVENANTS, WARRANTS AND REPRESENTS THAT ALL OF THE PROCEEDS OF THE
LOAN SECURED HEREBY SHALL BE USED FOR BUSINESS OR COMMERCIAL PURPOSES, NONE OF
THE PROCEEDS OF THE LOAN SECURED HEREBY SHALL BE USED FOR PERSONAL, FAMILY OR
HOUSEHOLD PURPOSES, AND THAT NO INDIVIDUAL LIABLE FOR THE LOAN RESIDES OR
INTENDS TO RESIDE IN ANY PORTION OF THE MORTGAGED PROPERTY.
28.
CERTIFICATION. THE UNDERSIGNED HEREBY
CERTIFY THAT (A) MORTGAGOR IS A DULY ORGANIZED, VALIDLY EXISTING LIMITED
PARTNERSHIP ORGANIZED AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
DELAWARE, AND (B) THAT THE EXECUTION AND DELIVERY HEREOF AND OF ALL OF THE OTHER
LOAN DOCUMENTS BY MORTGAGOR HAS BEEN DULY AUTHORIZED BY A RESOLUTION OF FIRST
UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS WHICH IS IN FULL FORCE AND
EFFECT.
29.
GOVERNING LAW; CONSENT TO JURISDICTION;
MUTUAL WAIVER OF JURY TRIAL.
A.
SUBSTANTIAL RELATIONSHIP.
IT IS
UNDERSTOOD AND AGREED THAT ALL OF THE LOAN DOCUMENTS WERE DELIVERED IN THE
COMMONWEALTH OF MASSACHUSETTS, WHICH COMMONWEALTH THE PARTIES AGREE HAS A
SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTIONS
EMBODIED BY THE LOAN DOCUMENTS.
B.
PLACE OF DELIVERY.
MORTGAGOR AGREES TO
FURNISH TO AGENT AT AGENT'S OFFICE IN BOSTON, MASSACHUSETTS ALL FURTHER
INSTRUMENTS, CERTIFICATIONS AND DOCUMENTS TO BE FURNISHED HEREUNDER.
C.
GOVERNING LAW.
THIS MORTGAGE, EXCEPT
AS OTHERWISE PROVIDED IN HEREIN, AND EACH OF THE OTHER LOAN DOCUMENTS SHALL IN
ALL RESPECTS BE GOVERNED, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.
D.
EXCEPTIONS.
NOTWITHSTANDING THE
FOREGOING CHOICE OF LAW:
I)
THE PROCEDURES GOVERNING