NECESSARY AND PROPER MAINTENANCE, REPAIRS, RENEWALS, REPLACEMENTS,
ADDITIONS, BETTERMENTS AND IMPROVEMENTS THERETO AND THEREON, (II) PURCHASE OR
OTHERWISE ACQUIRE ADDITIONAL FIXTURES, PERSONALTY AND OTHER PROPERTY,
(III) INSURE OR KEEP THE MORTGAGED PROPERTY INSURED,
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(IV) MANAGE AND OPERATE THE MORTGAGED PROPERTY AND EXERCISE ALL THE RIGHTS AND
POWERS OF MORTGAGOR TO THE SAME EXTENT AS MORTGAGOR COULD IN ITS OWN NAME OR
OTHERWISE WITH RESPECT TO THE SAME, OR (V) ENTER INTO ANY AND ALL AGREEMENTS
WITH RESPECT TO THE EXERCISE BY OTHERS OF ANY OF THE POWERS HEREIN GRANTED
MORTGAGEE, ALL AS MAY FROM TIME TO TIME BE DIRECTED OR DETERMINED BY MORTGAGEE
TO BE IN ITS BEST INTEREST AND MORTGAGOR HEREBY APPOINTS MORTGAGEE AS ITS TRUE
AND LAWFUL ATTORNEY-IN-FACT AND AGENT, FOLLOWING THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT FOR MORTGAGOR AND IN ITS NAME, PLACE AND
STEAD, IN ANY AND ALL CAPACITIES, TO PERFORM ANY OF THE FOREGOING ACTS.
MORTGAGEE MAY COLLECT AND RECEIVE ALL THE RENTS, ISSUES, PROFITS AND REVENUES
FROM THE MORTGAGED PROPERTY, INCLUDING THOSE PAST DUE AS WELL AS THOSE ACCRUING
THEREAFTER, AND, AFTER DEDUCTING (I) ALL EXPENSES OF TAKING, HOLDING, MANAGING
AND OPERATING THE MORTGAGED PROPERTY (INCLUDING COMPENSATION FOR THE SERVICES OF
ALL PERSONS EMPLOYED FOR SUCH PURPOSES), (II) THE COSTS OF ALL SUCH MAINTENANCE,
REPAIRS, RENEWALS, REPLACEMENTS, ADDITIONS, BETTERMENTS, IMPROVEMENTS, PURCHASES
AND ACQUISITIONS, (III) THE COSTS OF INSURANCE, (IV) SUCH TAXES, ASSESSMENTS AND
OTHER SIMILAR CHARGES AS MORTGAGEE MAY AT ITS OPTION PAY, (V) OTHER PROPER
CHARGES UPON THE MORTGAGED PROPERTY OR ANY PART THEREOF AND (VI) THE
COMPENSATION, EXPENSES AND DISBURSEMENTS OF THE ATTORNEYS AND AGENTS OF
MORTGAGEE, MORTGAGEE SHALL APPLY THE REMAINDER OF THE MONEYS AND PROCEEDS SO
RECEIVED FIRST TO THE PAYMENT OF THE MORTGAGEE FOR THE SATISFACTION OF THE
OBLIGATIONS, AND, IF THERE IS ANY SURPLUS, TO MORTGAGOR, SUBJECT TO THE
ENTITLEMENT OF OTHERS THERETO UNDER APPLICABLE LAW.
(D)
WHENEVER, BEFORE ANY SALE OF THE MORTGAGED PROPERTY UNDER SECTION 2.06, ALL
OBLIGATIONS THAT ARE THEN DUE SHALL HAVE BEEN PAID AND ALL EVENTS OF DEFAULT
FULLY CURED, MORTGAGEE WILL SURRENDER POSSESSION OF THE MORTGAGED PROPERTY BACK
TO MORTGAGOR, ITS SUCCESSORS OR ASSIGNS.
THE SAME RIGHT OF TAKING POSSESSION
SHALL, HOWEVER, ARISE AGAIN IF ANY SUBSEQUENT EVENT OF DEFAULT SHALL OCCUR AND
BE CONTINUING.
SECTION 2.04.
RIGHT TO CURE MORTGAGOR'S FAILURE TO PERFORM.
SUBJECT TO THE
TERMS OF THE SECURITY AGREEMENT, SHOULD MORTGAGOR FAIL IN THE PAYMENT,
PERFORMANCE OR OBSERVANCE OF ANY TERM, COVENANT OR CONDITION REQUIRED BY THIS
MORTGAGE OR THE TERM LOAN CREDIT AGREEMENT OR THE EXISTING NOTES INDENTURE (WITH
RESPECT TO THE MORTGAGED PROPERTY), MORTGAGEE MAY PAY, PERFORM OR OBSERVE THE
SAME, AND ALL PAYMENTS MADE OR COSTS OR EXPENSES INCURRED BY MORTGAGEE IN
CONNECTION THEREWITH SHALL BE SECURED HEREBY AND SHALL BE, WITHOUT DEMAND,
IMMEDIATELY REPAID BY MORTGAGOR TO MORTGAGEE WITH INTEREST THEREON AT THE
INTEREST RATE.
MORTGAGEE SHALL BE THE JUDGE USING REASONABLE DISCRETION OF THE
NECESSITY FOR ANY SUCH ACTIONS AND OF THE AMOUNTS TO BE PAID.
MORTGAGEE