AFFECTING THE LIEN OF THIS MORTGAGE OR THE PRIORITY OF SUCH LIEN OVER ANY
SUBORDINATE LIEN OR MORTGAGE.
27.
GOVERNING LAW, ETC.
THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THE INTERPRETATION, CONSTRUCTION, AND ENFORCEMENT OF, AND ALL ASPECTS OF
THE RIGHTS, OBLIGATIONS AND DUTIES CREATED UNDER, THIS MORTGAGE, EXCEPT WHERE
THE LAWS OF THE STATE OF
ARE REQUIRED TO GOVERN THE ENFORCEMENT OF THE
SECURITY OF THE OBLIGATIONS.
28.
CERTAIN DEFINITIONS.
UNLESS THE CONTEXT CLEARLY INDICATES A
CONTRARY INTENT OR UNLESS OTHERWISE SPECIFICALLY PROVIDED HEREIN, WORDS USED IN
THIS MORTGAGE SHALL BE USED INTERCHANGEABLY IN SINGULAR OR PLURAL FORM AND THE
WORD "MORTGAGOR" SHALL MEAN "EACH MORTGAGOR OR ANY SUBSEQUENT OWNER OR OWNERS OF
THE MORTGAGED PROPERTY OR ANY PART THEREOF OR INTEREST THEREIN," THE WORD
"MORTGAGEE" SHALL MEAN "MORTGAGEE OR ANY SUCCESSOR ADMINISTRATIVE AGENT,
COLLATERAL AGENT," THE WORD "PERSON" SHALL INCLUDE ANY INDIVIDUAL, CORPORATION,
PARTNERSHIP, LIMITED LIABILITY COMPANY, TRUST, UNINCORPORATED ASSOCIATION,
GOVERNMENT, GOVERNMENTAL AUTHORITY, OR OTHER ENTITY, AND THE WORDS "MORTGAGED
PROPERTY" SHALL INCLUDE ANY PORTION OF THE MORTGAGED PROPERTY OR INTEREST
THEREIN.
WHENEVER THE CONTEXT MAY REQUIRE, ANY PRONOUNS USED HEREIN SHALL
INCLUDE THE CORRESPONDING MASCULINE, FEMININE OR NEUTER FORMS, AND THE SINGULAR
FORM OF NOUNS AND PRONOUNS SHALL INCLUDE THE PLURAL AND VICE VERSA.
THE
CAPTIONS IN THIS MORTGAGE ARE FOR CONVENIENCE OR REFERENCE ONLY AND IN NO WAY
LIMIT OR AMPLIFY THE PROVISIONS HEREOF.
29.
LAST DOLLARS SECURED; PRIORITY.
THIS MORTGAGE SECURES ONLY A
PORTION OF THE INDEBTEDNESS OWING OR WHICH MAY BECOME OWING BY THE MORTGAGOR TO
THE SECURED PARTIES.
THE PARTIES AGREE THAT ANY PAYMENTS OR REPAYMENTS OF SUCH
INDEBTEDNESS SHALL BE AND BE DEEMED TO BE APPLIED FIRST TO THE PORTION OF THE
INDEBTEDNESS THAT IS NOT SECURED HEREBY, IT BEING THE PARTIES' INTENT THAT THE
PORTION OF THE INDEBTEDNESS LAST REMAINING UNPAID SHALL BE SECURED HEREBY.
IF
AT ANY TIME THIS MORTGAGE SHALL SECURE LESS THAN ALL OF THE PRINCIPAL AMOUNT OF
THE OBLIGATIONS, IT IS EXPRESSLY AGREED THAT ANY REPAYMENTS OF THE PRINCIPAL
AMOUNT OF THE OBLIGATIONS SHALL NOT REDUCE THE AMOUNT OF THE LIEN OF THIS
MORTGAGE UNTIL THE LIEN AMOUNT SHALL EQUAL THE PRINCIPAL AMOUNT OF THE
OBLIGATIONS OUTSTANDING.
D-15
30.
RELEASE.
IF ANY OF THE MORTGAGED PROPERTY SHALL BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF BY ANY MORTGAGOR IN A TRANSACTION PERMITTED
BY THE REVOLVING CREDIT AGREEMENT (INCLUDING, WITHOUT LIMITATION, A SPECIAL
PURPOSE FINANCING), THEN THE MORTGAGEE, AT THE REQUEST AND SOLE EXPENSE OF SUCH
MORTGAGOR, SHALL EXECUTE AND DELIVER TO SUCH MORTGAGOR ALL RELEASES OR OTHER
DOCUMENTS REASONABLY NECESSARY OR DESIRABLE FOR THE RELEASE OF THE LIENS CREATED
HEREBY ON SUCH MORTGAGED PROPERTY.
THE MORTGAGOR SHALL DELIVER TO THE
MORTGAGEE, AT LEAST FIVE BUSINESS DAYS PRIOR TO THE DATE OF THE PROPOSED
RELEASE, A WRITTEN REQUEST FOR RELEASE IDENTIFYING THE SALE OR OTHER DISPOSITION
IN REASONABLE DETAIL, INCLUDING THE PRICE THEREOF AND ANY EXPENSES IN CONNECTION
THEREWITH, TOGETHER WITH A CERTIFICATION BY THE MORTGAGOR STATING THAT SUCH
TRANSACTION IS IN COMPLIANCE WITH, AND