PAY ALL REASONABLE FEES, COSTS AND EXPENSES INCURRED BY THE MORTGAGEE IN
CONNECTION WITH ANY CONDEMNATION AND IN SEEKING AND OBTAINING ANY AWARD OR
PAYMENT ON ACCOUNT THEREOF.
ANY PROCEEDS, AWARD OR PAYMENT IN RESPECT OF ANY
CONDEMNATION, OR ANY SETTLEMENT IN LIEU THEREOF, ARE HEREBY ASSIGNED AND SHALL
BE PAID TO THE MORTGAGEE.
THE MORTGAGOR SHALL TAKE ALL STEPS NECESSARY TO
NOTIFY THE CONDEMNING AUTHORITY OF SUCH
23
ASSIGNMENT.
THE NET LOSS PROCEEDS ARISING OUT OF SUCH CONDEMNATION SHALL BE
APPLIED IN ACCORDANCE WITH THE PROVISIONS OF SECTIONS 4.19 AND 10.3(B) OF THE
INDENTURE.
ARTICLE XI
EVENTS OF DEFAULT AND REMEDIES
SECTION 11.1
EVENTS OF DEFAULT.
IT SHALL BE AN EVENT OF DEFAULT HEREUNDER IF
THERE SHALL HAVE OCCURRED AND BE CONTINUING AN EVENT OF DEFAULT UNDER THE
INDENTURE.
SECTION 11.2
REMEDIES IN CASE OF AN EVENT OF DEFAULT.
IF ANY EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING, THE MORTGAGEE MAY AT ITS OPTION, IN
ADDITION TO ANY OTHER ACTION PERMITTED UNDER THIS MORTGAGE OR THE INDENTURE OR
BY LAW, STATUTE OR IN EQUITY, TAKE ONE OR MORE OF THE FOLLOWING ACTIONS TO THE
GREATEST EXTENT PERMITTED BY LOCAL LAW:
(I)
BY WRITTEN NOTICE TO THE MORTGAGOR, DECLARE THE ENTIRE UNPAID
AMOUNT OF THE SECURED OBLIGATIONS TO BE DUE AND PAYABLE IMMEDIATELY;
(II)
PERSONALLY, OR BY ITS AGENTS OR ATTORNEYS, (A) ENTER INTO AND
UPON AND TAKE POSSESSION OF ALL OR ANY PART OF THE PREMISES TOGETHER WITH THE
BOOKS, RECORDS AND ACCOUNTS OF THE MORTGAGOR RELATING THERETO AND, EXCLUDE THE
MORTGAGOR, ITS AGENTS AND SERVANTS WHOLLY THEREFROM, (B) USE, OPERATE, MANAGE
AND CONTROL THE PREMISES AND CONDUCT THE BUSINESS THEREOF, (C) MAINTAIN AND
RESTORE THE PREMISES, (D) MAKE ALL NECESSARY OR PROPER REPAIRS, RENEWALS AND
REPLACEMENTS AND SUCH USEFUL ALTERATIONS THERETO AND THEREON AS THE MORTGAGEE
MAY DEEM ADVISABLE, (E) MANAGE, LEASE AND OPERATE THE PREMISES AND CARRY ON THE
BUSINESS THEREOF AND EXERCISE ALL RIGHTS AND POWERS OF THE MORTGAGOR WITH
RESPECT THERETO EITHER IN THE NAME OF THE MORTGAGOR OR OTHERWISE TO THE EXTENT
PERMITTED BY APPLICABLE LAW OR (F) COLLECT AND RECEIVE ALL RENTS.
THE MORTGAGEE
SHALL BE UNDER NO LIABILITY FOR OR BY REASON OF ANY SUCH TAKING OF POSSESSION,
ENTRY, REMOVAL OR HOLDING, OPERATION OR MANAGEMENT EXCEPT THAT ANY AMOUNTS SO
RECEIVED BY THE MORTGAGEE SHALL BE APPLIED IN ACCORDANCE WITH THE PROVISIONS OF
THE INDENTURE;
(III)
WITH OR WITHOUT ENTRY, PERSONALLY OR BY ITS AGENTS OR ATTORNEYS,
(A) SELL THE MORTGAGED PROPERTY AND ALL ESTATE, RIGHT, TITLE AND INTEREST, CLAIM
AND DEMAND THEREIN AT ONE OR MORE SALES IN ONE OR MORE PARCELS, IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 11.3 OR (B) INSTITUTE AND PROSECUTE PROCEEDINGS
FOR THE COMPLETE OR PARTIAL FORECLOSURE OF THE LIEN AND SECURITY INTERESTS
CREATED AND EVIDENCED HEREBY; OR
(IV)
TAKE SUCH STEPS TO PROTECT AND ENFORCE ITS RIGHTS WHETHER BY
ACTION, SUIT OR PROCEEDING AT LAW OR IN EQUITY FOR THE SPECIFIC PERFORMANCE OF
ANY COVENANT, CONDITION OR AGREEMENT IN THE INDENTURE, THE