THE
MORTGAGED PROPERTY AND, IF AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW,
MORTGAGEE ITSELF, OR BY SUCH OFFICERS OR AGENTS AS IT MAY APPOINT, MAY THEN
ENTER AND TAKE POSSESSION OF ALL THE MORTGAGED PROPERTY WITHOUT THE APPOINTMENT
OF A RECEIVER OR AN APPLICATION THEREFOR, EXCLUDE MORTGAGOR AND ITS AGENTS AND
EMPLOYEES WHOLLY THEREFROM, AND HAVE ACCESS TO THE BOOKS, PAPERS AND ACCOUNTS OF
MORTGAGOR.
(B)
IF MORTGAGOR SHALL FOR ANY REASON FAIL TO SURRENDER OR DELIVER THE
MORTGAGED PROPERTY OR ANY PART THEREOF AFTER SUCH DEMAND BY MORTGAGEE, MORTGAGEE
MAY TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, OBTAIN A JUDGMENT OR DECREE
CONFERRING UPON MORTGAGEE THE RIGHT TO IMMEDIATE POSSESSION OR REQUIRING
MORTGAGOR TO DELIVER IMMEDIATE POSSESSION OF THE MORTGAGED PROPERTY TO
MORTGAGEE, TO THE ENTRY OF WHICH JUDGMENT OR DECREE MORTGAGOR HEREBY
SPECIFICALLY CONSENTS.
MORTGAGOR WILL PAY TO MORTGAGEE, UPON DEMAND, ALL
REASONABLE EXPENSES OF OBTAINING SUCH JUDGMENT OR DECREE, INCLUDING REASONABLE
COMPENSATION TO MORTGAGEE'S ATTORNEYS AND AGENTS WITH INTEREST THEREON AT THE
RATE PER ANNUM APPLICABLE TO OVERDUE AMOUNTS UNDER THE CREDIT AGREEMENT AS
PROVIDED IN SECTION 2.08(B) OF THE CREDIT AGREEMENT (THE "INTEREST RATE"); AND
ALL SUCH EXPENSES AND COMPENSATION SHALL, UNTIL PAID, BE SECURED BY THIS
MORTGAGE.
(C)
UPON EVERY SUCH ENTRY OR TAKING OF POSSESSION, MORTGAGEE MAY, TO THE EXTENT
NOT PROHIBITED BY APPLICABLE LAW, HOLD, STORE, USE, OPERATE, MANAGE AND CONTROL
THE MORTGAGED PROPERTY, CONDUCT THE BUSINESS THEREOF AND, FROM TIME TO TIME,
(I) MAKE ALL NECESSARY AND
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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, (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, 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