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<br />exhaust the same or shall preclude any other or further exercise thereof, and every such right, power or
<br />remedy hereunder may be exercised at any time and from time to time. No modification or waiver of
<br />any provision hereof nor consent to any departure by Mortgagor therefrom shall in any event be
<br />effective unless the same shall be in writing and signed by Administrative Agent and then such waiver
<br />or consent shall be effective only in the specific instances, for the purpose for which given and to the
<br />extent therein specified. No notice to nor demand on Mortgagor in any case shall of itself entitle
<br />Mortgagor to any other or further notice or demand in similar or other circumstances. Acceptance of
<br />any payment in an amount less than the amount then due on any secured indebtedness shall be deemed
<br />an acceptance on account only and shall not in any way excuse the existence of a default hereunder.
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<br />Section 5.8. Mortl!al!or's Successors. In the event the ownership ofthe Property or any part
<br />thereof becomes vested in a person other than Mortgagor, then, without notice to Mortgagor, such
<br />successor or successors in interest may be dealt with, with reference to this Mortgage and to the
<br />indebtedness secured hereby, in the same manner as with Mortgagor, without in any way vitiating or
<br />discharging Mortgagor's liability hereunder or for the payment of the indebtedness or performance of
<br />the obligations secured hereby. No transfer of the Property, no forbearance, and no extension of the
<br />time for the payment of the indebtedness secured hereby, shall operate to release, discharge, modify,
<br />change or affect, in whole or in part, the liability of Mortgagor hereunder or for the payment of the
<br />indebtedness or performance of the obligations secured hereby or the liability of any other person
<br />hereunder or for the payment of the indebtedness secured hereby.
<br />
<br />Section 5.9. Place ofPavment. All secured indebtedness which may be owing hereunder at
<br />any time by Mortgagor shall be payable at the place designated in the Credit Agreement or Notes (or if
<br />no such designation is made, at the address of Administrative Agent indicated at the end of this
<br />Mortgage), or at such other place as Administrative Agent may designate in writing.
<br />
<br />Section 5.10. Subrol!ation to Existinl! Liens. To the extent that proceeds of the Notes are used
<br />to pay indebtedness secured by any outstanding Lien, privilege, security interest, charge or prior
<br />encumbrance against the Property, such proceeds have been advanced at Mortgagor's request, and the
<br />party or parties advancing the same shall be subrogated to any and all rights, security interests,
<br />privileges, and Liens owned by any owner or holder of such outstanding Liens, privileges, security
<br />interests, charges or encumbrances, irrespective of whether said Liens, privileges, security interests,
<br />charges or encumbrances are released, and it is expressly understood that, in consideration of the
<br />payment of such indebtedness, Mortgagor hereby waives and releases all demands and causes of action
<br />for offsets and payments to, upon and in connection with the said indebtedness.
<br />
<br />Section 5.11. Application of Payments to Certain Indebtedness. If any part of the secured
<br />indebtedness cannot be lawfully secured by this Mortgage or if any part of the Property cannot be
<br />lawfully subject to the Lien, privilege, and security interest hereof to the full extent of such
<br />indebtedness, then all payments made shall be applied on said indebtedness first in discharge of that
<br />portion thereof which is not secured by this Mortgage.
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<br />Section 5.12. Compliance With Usury Laws. It is the intent of Mortgagor, Administrative
<br />Agent and all other parties to the Loan Documents and the agreements evidencing Lender Swap
<br />Obligations to contract in strict compliance with applicable usury laws from time to time in effect. In
<br />furtherance thereof, it is stipulated and agreed that none of the terms and provisions contained herein, in
<br />the other Loan Documents or in the agreements evidencing Lender Swap Obligations shall ever be
<br />construed to create a contract to pay, for the use, forbearance or detention of money, interest in excess
<br />of the maximum amount of interest permitted to be collected, charged, taken, reserved, or received by
<br />applicable Law from time to time in effect.
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