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16 <br />EL185\81\983265.v1 <br />ARTICLE FIVE <br /> <br />CONDEMNATION <br /> <br />5.1. Notice. Mortgagor will give Mortgagee prompt notice of any action, actual or <br />threatened, in condemnation or eminent domain, direct or inverse. <br /> <br />5.2. Awards. Subject to any obligations under the First Lien Mortgage, which has <br />priority over this Mortgage, Mortgagor hereby assigns, transfers, and sets over to Mortgagee the <br />entire proceeds of any award or payment which becomes payable by reason of any taking of or <br />damage to the Mortgaged Property, or any part or appurtenance thereof, either temporarily or <br />permanently, in or by condemnation or other eminent domain proceedings or by reason of sale <br />under threat thereof, or in anticipation of the exercise of the right of condemnation or other <br />eminent domain proceedings. Mortgagor will file or prosecute in good faith and with due <br />diligence what would otherwise be its claim in any such award or payment and cause the same to <br />be collected and paid over to Mortgagee, and Mortgagor irrevocably authorizes and empowers <br />Mortgagee, which power is coupled with an interest and is irrevocable, in the name of Mortgagor <br />or otherwise, in the event that Mortgagor fails to do so, to file and prosecute any such claim and <br />to collect, receipt for and retain the same. The proceeds of the award or payment, after deducting <br />all reasonable costs, attorneys’ fees and other expenses which may have been incurred by <br />Mortgagee in collection thereof, at the sole discretion of Mortgagee, may be released to <br />Mortgagor, applied to restoration of the Mortgaged Property or applied to the payment of any <br />part of the Obligations, in such order of application as Mortgagee may determine. If proceeds <br />are made available to be applied to restoration, they shall be held and disbursed in accordance <br />with Paragraph 1.6(d) hereof. <br /> <br /> <br />ARTICLE SIX <br /> <br />UNIFORM COMMERCIAL CODE <br /> <br />6.1. Security Interest. This Mortgage shall constitute a security agreement as defined <br />in the Uniform Commercial Code with respect to, and Mortgagor hereby grants Mortgagee a <br />security interest in, all of fixtures and any personal property included in the Mortgaged Property <br />and substitutions therefor and proceeds thereof. Mortgagor hereby authorizes Mortgagee to file <br />one or more financing statements, covering such fixtures and personal property (in a form <br />satisfactory to Mortgagee) which Mortgagee may reasonably consider necessary or appropriate <br />to perfect its security interest. Mortgagor also authorizes Mortgagee to file amendments to <br />financing statements, and terminations of financing statements filed by other secured parties, all <br />with respect to all fixtures and personal property included in the Mortgaged Property, in such <br />form and substance as Mortgagee, in its reasonable discretion, may determine. Mortgagor will <br />pay to Mortgagee, on demand, the amount of any and all costs and expenses (including <br />reasonable attorneys’ fees and legal expenses) paid or incurred by Mortgagee in connection with <br />the exercise of any right or remedy referred to in this Section. In any instance where Mortgagor <br />in its sound discretion determines that any item subject to a security interest under this Mortgage <br />has become: (i) inadequate, obsolete, worn out, or (ii) unsuitable, undesirable or unnecessary for <br />Page 78 of 124