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200507874
<br />all prior agreements, understandings and negotiations between Borrower and Lender with respect to the Loan. This
<br />Security Instrument, and any provisions hereof, may not be modified, amended, waived, extended, changed,
<br />discharged or terminated orally or by any act on the part of Borrower or Lender, but only by an agreement in writing
<br />signed by the party against whom enforcement of any modification, amendment, waiver, extension, change,
<br />discharge or termination is sought.
<br />Section 18.08. Waiver of Counterclaim. Etc. BORROWER HEREBY WAIVES THE RIGHT TO
<br />ASSERT A COUNTERCLAIM, OTHER THAN A COMPULSORY COUNTERCLAIM, IN ANY ACTION OR
<br />PROCEEDING BROUGHT AGAINST IT BY LENDER OR ITS AGENTS, AND WAIVES TRIAL BY JURY IN
<br />ANY ACTION OR PROCEEDING BROUGHT BY EITHER PARTY HERETO AGAINST THE OTHER OR IN
<br />ANY COUNTERCLAIM BORROWER MAY BE PERMITTED TO ASSERT HEREUNDER OR WHICH MAY
<br />BE ASSERTED BY LENDER OR ITS AGENTS, AGAINST BORROWER, OR IN ANY MATTERS
<br />WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS SECURITY INSTRUMENT
<br />OR THE DEBT.
<br />Section 18.09. Heading Construction of Documents; etc. The table of contents, headings and captions of
<br />various paragraphs of this Security Instrument are for convenience of reference only and are not to be construed as
<br />defining or limiting, in any way, the scope or intent of the provisions hereof. Borrower acknowledges that it was
<br />represented by competent counsel in connection with the negotiation and drafting of this Security Instrument and the
<br />other Loan Documents and that neither this Security Instrument nor the other Loan Documents shall be subject to
<br />the principle of construing the meaning against the Person who drafted same.
<br />Section 18.10. Sole Discretion of Lender. Whenever Lender exercises any right given to it to approve or
<br />disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or
<br />disapprove or to decide that arrangements or terms are satisfactory or not satisfactory shall be in the sole discretion
<br />of Lender and shall be final and conclusive, except as may be otherwise specifically provided herein.
<br />Section 18.11. Waiver of Notice. Borrower shall not be entitled to any notices of any nature whatsoever
<br />from Lender except with respect to matters for which this Security Instrument specifically and expressly provides
<br />for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not,
<br />pursuant to applicable Legal Requirements, permitted to waive the giving of notice.
<br />Section 18.12. Covenants Run with the Land. All of the grants, covenants, terms, provisions and
<br />conditions herein shall run with the Premises, shall be binding upon Borrower and shall inure to the benefit of
<br />Lender, subsequent holders of this Security Instrument and their successors and assigns. Without limitation to any
<br />provision hereof, the term "Borrower" shall include and refer to the borrower named herein, any subsequent owner
<br />of the Property, and its respective heirs, executors, legal representatives, successors and assigns. The
<br />representations, warranties and agreements contained in this Security Instrument and the other Loan Documents are
<br />intended solely for the benefit of the parties hereto, shall confer no rights hereunder, whether legal or equitable, in
<br />any other Person and no other Person shall be entitled to rely thereon.
<br />Section 18.13. Applicable Law. THIS SECURITY INSTRUMENT WAS NEGOTIATED IN NEW
<br />YORK, AND MADE BY BORROWER AND ACCEPTED BY LENDER IN THE STATE OF NEW YORK, AND
<br />THE PROCEEDS OF THE NOTE WERE DISBURSED FROM NEW YORK, WHICH STATE THE PARTIES
<br />AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING
<br />TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE
<br />GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
<br />THIS SECURITY INSTRUMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE
<br />GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
<br />YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE AND ANY
<br />APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE
<br />PROVISIONS FOR THE CREATION, PERFECTION, PRIORITY, ENFORCEMENT AND FORECLOSURE OF
<br />THE LIENS AND SECURITY INTERESTS CREATED HEREUNDER SHALL BE GOVERNED BY AND
<br />CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE PREMISES ARE LOCATED, IT
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