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<br />and employees wholly therefrom, and have access (with Grantor) to the books, papers
<br />and accounts of Grantor.
<br />(b) If Grantor shall for any reason fail to surrender or deliver the Trust
<br />Property or any part thereof after such demand by Beneficiary, Beneficiary may obtain a
<br />judgment or decree conferring upon Beneficiary the right to immediate possession or
<br />requiring Grantor to deliver immediate possession of the Trust Property to Beneficiary, to
<br />the entry of which judgment or decree Grantor hereby specifically consents. Grantor will
<br />pay to Beneficiary, upon demand, all expenses of obtaining such judgment or decree,
<br />including compensation to Beneficiary's attorneys and agents with interest thereon at the
<br />Default Rate, and all such expenses and compensation shall, until paid, be secured by this
<br />Deed of Trust.
<br />(c) Upon every such entry or taking of possession, Beneficiary may hold,
<br />store, use, operate, manage and control the Trust Property, conduct the business thereof
<br />and, from time to time, (1) make all necessary and proper maintenance, repairs, renewals,
<br />replacements, additions, betterments and improvements thereto and thereon, (2) purchase
<br />or otherwise acquire additional fixtures, personalty and other property, (3) insure or keep
<br />the Trust Property insured, (4) manage and operate the Trust Property and exercise all the
<br />rights and powers of Grantor to the same extent as Grantor could in its own name or
<br />otherwise with respect to the same, or (5) enter into any and all agreements with respect
<br />to the exercise by others of any of the powers herein granted Beneficiary, all as may from
<br />time to time be directed or determined by Beneficiary to be in its best interest and
<br />Grantor hereby appoints Beneficiary as its true and lawful attorney -in -fact and agent, for
<br />Grantor and in its name, place and stead, in any and all capacities, to perform any of the
<br />foregoing acts. Beneficiary may collect and receive all the Rents, issues, profits and
<br />revenues from the Trust Property, including those past due as well as those accruing
<br />thereafter, and, after deducting (i) all expenses of taking, holding, managing and
<br />operating the Trust Property (including compensation for the services of all persons
<br />employed for such purposes), (ii) the costs of all such maintenance, repairs, renewals,
<br />replacements, additions, betterments, improvements, purchases and acquisitions, (iii) the
<br />costs of insurance, (iv) such taxes, assessments and other similar charges as Beneficiary
<br />may at its option pay, (v) other proper charges upon the Trust Property or any part thereof
<br />and (vi) the compensation, expenses and disbursements of the attorneys and agents of
<br />Beneficiary, Beneficiary shall apply the remainder of the moneys and proceeds so
<br />received in accordance with Section 2.08 hereof.
<br />(d) Whenever, before any sale of the Trust Property under Section 2.06,
<br />all Obligations which are then due shall have been paid and all Events of Default fully
<br />cured, Beneficiary will surrender possession of the Trust Property back to Grantor, its
<br />successors or assigns. The same right of taking possession shall, however, arise again if
<br />any subsequent Event of Default shall occur and be continuing.
<br />SECTION 2.04. Right to Cure Grantor's Failure to Perform. Prior to the
<br />occurrence of an Event of Default upon five days' notice to Grantor (except in the case of
<br />an emergency), or after the occurrence of an Event of Default at any time and without
<br />notice, should Grantor fail in the payment, performance or observance of any term,
<br />15
<br />[[NYCO RP:2455 832 v 1 ] ]
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