ENGINE OR ITEM OF EQUIPMENT IF SO SOLD.
NEVERTHELESS, IF SO REQUESTED BY THE
MORTGAGEE OR BY ANY PURCHASER, THE BORROWER SHALL CONFIRM ANY SUCH SALE OR
CONVEYANCE BY EXECUTING AND DELIVERING ALL PROPER INSTRUMENTS OF CONVEYANCE OR
RELEASES AS MAY BE DESIGNATED IN ANY SUCH REQUEST.
IF THE BORROWER SHALL FOR
ANY REASON FAIL TO DELIVER SUCH ENGINE OR ITEM OF EQUIPMENT OR ANY PART THEREOF
AFTER DEMAND BY THE MORTGAGEE, THE MORTGAGEE (SUBJECT TO SECTIONS 5.01 AND 5.02
HEREOF) MAY, WITHOUT BEING RESPONSIBLE FOR LOSS OR DAMAGE, EXCEPT TO THE EXTENT
CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE MORTGAGEE,
(I) OBTAIN A JUDGMENT CONFERRING ON THE MORTGAGEE THE RIGHT TO IMMEDIATE
POSSESSION OR REQUIRING THE BORROWER TO DELIVER IMMEDIATE POSSESSION OF ALL OR
PART OF SUCH ENGINE OR ITEM OF EQUIPMENT TO THE MORTGAGEE, TO THE ENTRY OF WHICH
JUDGMENT THE BORROWER HEREBY SPECIFICALLY CONSENTS, OR (II) WITH OR, TO THE
FULLEST EXTENT PROVIDED BY LAW, WITHOUT SUCH JUDGMENT, PURSUE THE WHOLE OR ANY
PART OF SUCH ENGINE OR ITEM OF EQUIPMENT WHEREVER IT MAY BE FOUND AND ENTER ANY
OF THE PREMISES WHERE SUCH ENGINE OR ITEM OF
G-10
EQUIPMENT MAY BE AND TAKE POSSESSION OF AND REMOVE THE SAME.
UPON EVERY SUCH
TAKING OF POSSESSION, THE MORTGAGEE MAY (BUT SHALL NOT BE OBLIGATED TO), FROM
TIME TO TIME, MAKE ALL SUCH REASONABLE EXPENDITURES FOR MAINTENANCE, INSURANCE,
REPAIRS, REPLACEMENTS, ALTERATIONS, ADDITIONS AND IMPROVEMENTS TO AND OF THE
ENGINE OR ITEM OF EQUIPMENT AS IT MAY DEEM PROPER.
(E)
THE BORROWER HEREBY COVENANTS AND AGREES
THAT A NOTICE, WHICH SHALL BE SENT IN ACCORDANCE WITH THE PROVISIONS OF THE
CREDIT AGREEMENT OR THIS MORTGAGE, AT LEAST TEN (10) BUSINESS DAYS BEFORE THE
DATE OF ANY OF THE ACTS DESCRIBED IN THIS SECTION 4.02 SHALL BE DEEMED TO BE
REASONABLE NOTICE OF SUCH ACT AND, SPECIFICALLY, REASONABLE NOTIFICATION OF THE
TIME AND PLACE OF ANY PUBLIC SALE HEREUNDER AND REASONABLE NOTIFICATION OF THE
TIME AFTER WHICH ANY PRIVATE SALE OR OTHER INTENDED DISPOSITION TO BE MADE
HEREUNDER IS TO BE MADE.
(F)
MORTGAGEE SHALL BE ENTITLED, AS A MATTER
OF RIGHT AS AGAINST THE BORROWER, WITHOUT NOTICE OR DEMAND AND WITHOUT REGARD TO
THE ADEQUACY OF THE SECURITY FOR THE SECURED OBLIGATIONS BY VIRTUE OF THIS
MORTGAGE OR ANY OTHER COLLATERAL OR TO THE SOLVENCY OF THE BORROWER, UPON THE
COMMENCEMENT OF JUDICIAL PROCEEDINGS BY IT TO ENFORCE ANY RIGHT UNDER THIS
MORTGAGE, TO THE APPOINTMENT OF A RECEIVER OF ALL OR ANY PART OF THE COLLATERAL.
Section 4.03
Expenses of Enforcement.
The
Borrower shall pay to the Mortgagee on demand any and all reasonable expenses
(including reasonable attorneys' fees and legal expenses and including the
allocated costs of Mortgagee's in-house counsel and legal staff) which may have
been incurred by the Mortgagee, with interest (i) in the prosecution or defense
of any action growing out of or connected with the subject matter of this
Mortgage, the Secured Obligations, the Collateral or any of the