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200403313 16 Trust without, as to the remainder of the security, in any way impairing or affecting the lien of this Deed of Trust or the priority of such lien over any subordinate lien or deed of trust. 28. Governing Law, etc. This Deed of Trust shall be governed by and construed and interpreted in accordance with the laws of the State in which the Mortgaged Property is located, except that Grantor expressly acknowledges that by their respective terms the other Loan Documents shall be governed and construed in accordance with the laws of the State of New York, and for purposes of consistency, Grantor agrees that in any in personam proceeding related to this Deed of Trust the rights of the parties to this Deed of Trust shall be governed by and construed in accordance with the laws of the State of New York governing contracts made and to be performed in that State. 29. Certain Definitions. Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Deed of Trust shall be used interchangeably in singular or plural form and the word "Grantor" shall mean "each Grantor or any subsequent owner or owners of the Mortgaged Property or any part thereof or interest therein," the word "Beneficiary" shall mean "Beneficiary or any successor agent for the Lenders," the word "Trustee" shall mean "Trustee and any successor hereunder," the word "Guarantee and Collateral Agreement" shall mean "the Guarantee and Collateral Agreement, the Credit Agreement or any other guaranty or evidence of indebtedness secured by this Deed of Trust," 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 Deed of Trust are for convenience or reference only and in no way limit or amplify the provisions hereof. 30. Last Dollars Secured, Priority. This Deed of Trust secures only a portion of the indebtedness owing or which may become owing by Grantor 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 Deed of Trust 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 Deed of Trust until the lien amount shall equal the principal amount of the Obligations outstanding. 31. Enforceability Usury. In no event shall any provision of this Deed of Trust, the Guarantee and Collateral Agreement, or any other instrument evidencing or securing the Obligations ever obligate Grantor to pay or allow Beneficiary to collect interest on the Notes or any other indebtedness secured hereby at a rate greater than the maximum non - usurious rate permitted by applicable law (herein referred to as the "Highest Lawful Rate "), or obligate Grantor to pay any fees, taxes, assessments, charges, insurance premiums or other amounts to the extent that such payments, when added to the interest payable on the Notes or any other note or obligation secured hereby, would be held to constitute the payment by Grantor of interest at a rate greater than the Highest Lawful Rate; and this provision shall control over any provision to the contrary. 509265- 1023 - 02729- NY02.2352389.1