AND EACH INDEMNIFIED PARTY HEREBY AGREES THAT IT WILL
NOT SETTLE ANY SUCH ACTION, SUIT OR PROCEEDING WITHOUT THE CONSENT OF MORTGAGOR;
PROVIDED, HOWEVER, THAT IF MORTGAGOR IS NOT DILIGENTLY DEFENDING SUCH ACTION,
SUIT OR PROCEEDING IN A PRUDENT AND COMMERCIALLY REASONABLE MANNER AS PROVIDED
ABOVE, AND MORTGAGEE HAS
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PROVIDED MORTGAGOR WITH THIRTY (30) DAYS' PRIOR WRITTEN NOTICE, OR SHORTER
PERIOD IF MANDATED BY THE REQUIREMENTS OF APPLICABLE LAW, AND OPPORTUNITY TO
CORRECT SUCH DETERMINATION, MORTGAGEE MAY SETTLE SUCH ACTION, SUIT OR PROCEEDING
AS TO THE CLAIM AGAINST MORTGAGEE AND CLAIM THE BENEFIT OF THIS ARTICLE 9 WITH
RESPECT TO SETTLEMENT OF SUCH ACTION, SUIT OR PROCEEDING.
ANY INDEMNIFIED PARTY
WILL GIVE MORTGAGOR PROMPT NOTICE AFTER SUCH INDEMNIFIED PARTY OBTAINS ACTUAL
KNOWLEDGE OF ANY POTENTIAL CLAIM BY SUCH INDEMNIFIED PARTY FOR INDEMNIFICATION
HEREUNDER.
THE INDEMNIFIED PARTIES SHALL NOT SETTLE OR COMPROMISE ANY ACTION,
PROCEEDING OR CLAIM AS TO WHICH INDEMNIFICATION HEREUNDER APPLIES WITHOUT PRIOR
WRITTEN NOTICE TO MORTGAGOR.
THE PROVISIONS OF THIS SECTION 9.4 SHALL SURVIVE
ANY PREPAYMENT OR PAYMENT OF THE LOAN AND, EXCEPT WITH RESPECT TO CLAIMS ARISING
FROM MORTGAGEE'S OWNERSHIP AND OPERATION OF THE PROPERTY, ANY FORECLOSURE OR
SATISFACTION OF THIS MORTGAGE.
ARTICLE 10
WAIVERS
SECTION 10.1
WAIVER OF COUNTERCLAIM.
TO THE EXTENT PERMITTED BY APPLICABLE
LAW, MORTGAGOR HEREBY WAIVES THE RIGHT TO ASSERT A COUNTERCLAIM, OTHER THAN A
MANDATORY OR COMPULSORY COUNTERCLAIM, IN ANY ACTION OR PROCEEDING BROUGHT
AGAINST IT BY MORTGAGEE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS
MORTGAGE, THE LOAN AGREEMENT, THE NOTE, ANY OF THE OTHER LOAN DOCUMENTS, OR THE
OBLIGATIONS.
SECTION 10.2
MARSHALLING AND OTHER MATTERS.
TO THE EXTENT PERMITTED BY
APPLICABLE LAW, MORTGAGOR HEREBY WAIVES THE BENEFIT OF ALL APPRAISEMENT,
VALUATION, STAY, EXTENSION, REINSTATEMENT AND REDEMPTION LAWS NOW OR HEREAFTER
IN FORCE AND ALL RIGHTS OF MARSHALLING IN THE EVENT OF ANY SALE HEREUNDER OF THE
PROPERTY OR ANY PART THEREOF OR ANY INTEREST THEREIN.
FURTHER, MORTGAGOR HEREBY
EXPRESSLY WAIVES ANY AND ALL RIGHTS OF REDEMPTION FROM SALE UNDER ANY ORDER OR
DECREE OF FORECLOSURE OF THIS MORTGAGE ON BEHALF OF MORTGAGOR, AND ON BEHALF OF
EACH AND EVERY PERSON ACQUIRING ANY INTEREST IN OR TITLE TO THE PROPERTY
SUBSEQUENT TO THE DATE OF THIS MORTGAGE AND ON BEHALF OF ALL PERSONS, IN EACH
CASE TO THE EXTENT PERMITTED BY APPLICABLE LAW.
SECTION 10.3
WAIVER OF NOTICE.
TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, MORTGAGOR SHALL NOT BE ENTITLED TO ANY NOTICES OF ANY NATURE
WHATSOEVER FROM MORTGAGEE EXCEPT WITH RESPECT TO MATTERS FOR WHICH THIS MORTGAGE
OR THE LOAN DOCUMENTS SPECIFICALLY AND EXPRESSLY PROVIDES FOR THE GIVING OF
NOTICE BY MORTGAGEE TO MORTGAGOR AND EXCEPT WITH RESPECT TO MATTERS FOR WHICH
MORTGAGEE IS REQUIRED BY APPLICABLE LAW TO GIVE NOTICE, AND MORTGAGOR HEREBY
EXPRESSLY WAIVES THE RIGHT TO RECEIVE ANY NOTICE FROM MORTGAGEE WITH RESPECT TO
ANY MATTER FOR WHICH THIS MORTGAGE DOES NOT SPECIFICALLY AND EXPRESSLY PROVIDE
FOR THE GIVING OF NOTICE BY MORTGAGEE TO MORTGAGOR
.
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SECTION 10.4
WAIVER OF