THEREWITH, OR AFTER A SHERIFF'S SALE OF THE
MORTGAGED PROPERTY IN WHICH AGENT OR ANY LENDER IS THE SUCCESSFUL BIDDER.
THE
AUTHORIZATION TO PURSUE SUCH PROCEEDINGS FOR OBTAINING POSSESSION IS AN
ESSENTIAL PART OF THE ENFORCEMENT OF THIS MORTGAGE, OR THE OTHER LOAN DOCUMENTS,
AND SHALL SURVIVE ANY EXECUTION SALE TO AGENT.
21.
SETOFF.
MORTGAGOR HEREBY GRANTS TO AGENT
AND EACH OF THE LENDERS, A LIEN, SECURITY INTEREST AND RIGHT OF SETOFF AS
SECURITY FOR ALL LIABILITIES AND OBLIGATIONS TO AGENT AND THE LENDERS, WHETHER
NOW EXISTING OR HEREAFTER ARISING, UPON AND AGAINST ALL DEPOSITS, CREDITS,
COLLATERAL AND PROPERTY, NOW OR HEREAFTER IN THE POSSESSION, CUSTODY,
SAFEKEEPING OR CONTROL OF AGENT OR ANY LENDER OR ANY ENTITY UNDER THE CONTROL OF
KEYBANK NATIONAL ASSOCIATION, OR IN TRANSIT TO ANY OF THEM.
AT ANY TIME,
WITHOUT DEMAND OR NOTICE, AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, AGENT OR
ANY LENDER MAY SET OFF THE SAME OR ANY PART THEREOF AND APPLY THE SAME TO ANY
LIABILITY OR OBLIGATION OF MORTGAGOR EVEN THOUGH
12
UNMATURED AND REGARDLESS OF THE ADEQUACY OF ANY OTHER COLLATERAL SECURING THE
LOAN.
ANY AND ALL RIGHTS TO REQUIRE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS
OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR
TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR
OTHER PROPERTY OF THE MORTGAGOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND
IRREVOCABLY WAIVED.
22.
NOTICES.
ALL NOTICES, REQUESTS AND DEMANDS
TO OR UPON THE AGENT, THE LENDERS OR THE MORTGAGOR UNDER THIS MORTGAGE SHALL BE
IN WRITING AND GIVEN AS PROVIDED IN THE LOAN AGREEMENT (AND WITH RESPECT TO THE
MORTGAGOR, C/O THE BORROWER AT THE ADDRESS OF THE BORROWER AS SET FORTH IN THE
LOAN AGREEMENT).
23.
AGENT/LENDER NOT OBLIGATED; CUMULATIVE
RIGHTS.
NOTHING IN THIS INSTRUMENT SHALL BE CONSTRUED AS OBLIGATING AGENT OR
ANY LENDER TO TAKE ANY ACTION OR INCUR ANY LIABILITY WITH RESPECT TO THE
MORTGAGED PROPERTY OR ANY BUSINESS CONDUCTED THEREON, AND ALL OPTIONS GIVEN TO
AGENT ARE FOR ITS BENEFIT AND SHALL AND MAY BE EXERCISED IN SUCH ORDER AND IN
SUCH COMBINATION AS AGENT MAY FROM TIME TO TIME DECIDE.
24.
SEVERABILITY.
IN CASE ANY ONE OR MORE OF
THE PROVISIONS OF THIS MORTGAGE, THE GUARANTY, THE COLLATERAL ASSIGNMENT OF
LEASES AND RENTS, THE LOAN AGREEMENT, OR ANY OTHER AGREEMENT NOW OR HEREAFTER
EXECUTED IN CONNECTION WITH ANY ONE OR MORE OF THE FOREGOING ARE HELD TO BE
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION HEREOF.
EACH OF THE
PROVISIONS OF EVERY SUCH AGREEMENT, DOCUMENT OR INSTRUMENT SHALL BE ENFORCEABLE
BY AGENT TO THE FULLEST EXTENT NOW OR HEREAFTER NOT PROHIBITED BY APPLICABLE
LAW.
25.
NO WAIVER.
NO CONSENT OR WAIVER, EXPRESS OR
IMPLIED, BY AGENT TO OR OF ANY DEFAULT BY MORTGAGOR SHALL BE CONSTRUED AS A
CONSENT OR WAIVER TO OR OF ANY OTHER DEFAULT AT THE SAME TIME OR UPON ANY FUTURE
OCCASION.
26.