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200403313 s
<br />Agreement, the Guarantee and Collateral Agreement or any other Loan
<br />Document, or (C) sell all or part of the Mortgaged Property (Grantor expressly
<br />granting to Beneficiary the power of sale). Beneficiary may proceed in any such
<br />action to final judgment and execution thereon for all sums due hereunder,
<br />together with interest thereon at the Default Rate and all costs of suit, including,
<br />without limitation, reasonable attorneys' fees and disbursements; and
<br />(iii) Beneficiary may personally, or by its agents, attorneys and
<br />employees and without regard to the adequacy or inadequacy of the Mortgaged
<br />Property or any other collateral as security for the Obligations enter into and upon
<br />the Mortgaged Property and each and every part thereof and exclude Grantor and
<br />its agents and employees therefrom without liability for trespass, damage or
<br />otherwise (Grantor hereby agreeing to surrender possession of the Mortgaged
<br />Property to Beneficiary upon demand at any such time) and use, operate, manage,
<br />maintain and control the Mortgaged Property and every part thereof. Following
<br />such entry and taking of possession, Beneficiary shall be entitled, without
<br />limitation, (x) to lease all or any part or parts of the Mortgaged Property for such
<br />periods of time and upon such conditions as Mortgagee may, in its discretion,
<br />deem proper, (y) to enforce, cancel or modify any Lease and (z) generally do and
<br />perform any other act, deed, matter or thing concerning the Mortgaged Property
<br />as Mortgagee shall deem appropriate as fully as Mortgagor might do.
<br />(iv) In addition to the rights and powers of sale granted under the
<br />preceding provisions of this subsection (a), if default is made in the payment of
<br />any installment of the Obligations and is not cured within applicable cure periods,
<br />Beneficiary may, at Beneficiary's option, at once or at any time thereafter while
<br />any matured installment remains unpaid, without declaring the entire Obligations
<br />to be due and payable, orally or in writing direct Trustee to enforce this Deed of
<br />Trust and to sell the Mortgaged Property subject to such unmatured Obligations
<br />and to the rights, powers, liens, security interests, and assignments securing or
<br />providing recourse for payment of such unmatured Obligations, in the same
<br />manner, all as provided in the preceding provisions of this subsection. Sales
<br />made without maturing the Obligations may be made hereunder whenever there is
<br />an Event of Default in the payment of any installment of the Obligations, without
<br />exhausting the power of sale granted hereby, and without affecting in any way the
<br />power of sale granted under this subsection, the unmatured balance of the
<br />Obligations or the rights, powers, liens, security interests, and assignments
<br />securing or providing recourse for payment of the Obligations.
<br />(v) After any sale under this subsection, Trustee shall make good and
<br />sufficient deeds, assignments, and other conveyances to the purchaser or
<br />purchasers thereunder in the name of Grantor, conveying the Mortgaged Property
<br />or any part thereof so sold to the purchaser or purchasers with general warranty of
<br />title by Grantor. It is agreed that in any deeds, assignments or other conveyances
<br />given by Trustee, any and all statements of fact or other recitals therein made as to
<br />the identity of Beneficiary, the occurrence or existence of any Event of Default,
<br />the notice of intention to accelerate, or acceleration of, the maturity of the
<br />Obligations, the request to sell, notice of sale, time, place, terms and manner of
<br />509265 -1023- 02729- NY02.2352389.1
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