LEASES, RENTS, DEPOSIT ACCOUNTS, PROPERTY AGREEMENTS, TAX REFUNDS, PROCEEDS,
INSURANCE AND CONDEMNATION AWARDS IN FAVOR OF THE GRANTEE OF ANY SUCH DEED AND
AS MAY BE NECESSARY OR DESIRABLE FOR SUCH PURPOSE, (C) TO PREPARE AND FILE OR
RECORD FINANCING STATEMENTS AND CONTINUATION STATEMENTS, AND TO PREPARE, EXECUTE
AND FILE OR RECORD APPLICATIONS FOR REGISTRATION AND LIKE PAPERS NECESSARY TO
CREATE, PERFECT OR PRESERVE BENEFICIARY'S SECURITY INTERESTS AND RIGHTS IN OR TO
ANY OF THE TRUST PROPERTY, AND (D) AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT, TO PERFORM ANY OBLIGATION OF TRUSTOR
HEREUNDER; PROVIDED, HOWEVER, THAT (1) BENEFICIARY SHALL NOT UNDER ANY
CIRCUMSTANCES BE OBLIGATED TO PERFORM ANY OBLIGATION OF TRUSTOR; (2) ANY SUMS
ADVANCED BY BENEFICIARY IN SUCH PERFORMANCE SHALL BE ADDED TO AND INCLUDED IN
THE OBLIGATIONS AND SHALL BEAR INTEREST AT THE HIGHEST RATE AT WHICH INTEREST IS
THEN COMPUTED ON ANY PORTION OF THE OBLIGATIONS; (3) BENEFICIARY AS SUCH
ATTORNEY-IN-FACT SHALL ONLY BE ACCOUNTABLE FOR SUCH FUNDS AS ARE ACTUALLY
RECEIVED BY BENEFICIARY; AND (4) BENEFICIARY SHALL NOT BE LIABLE TO TRUSTOR OR
ANY OTHER PERSON OR ENTITY FOR ANY FAILURE TO TAKE ANY ACTION WHICH IT IS
EMPOWERED TO TAKE UNDER THIS SECTION 7.3.
SECTION 7.4
SUCCESSORS AND ASSIGNS.
THIS DEED OF TRUST SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF BENEFICIARY, THE OTHER SECURED PARTIES
AND TRUSTOR AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
TRUSTOR SHALL NOT,
WITHOUT THE PRIOR WRITTEN CONSENT OF BENEFICIARY, ASSIGN ANY RIGHTS, DUTIES OR
OBLIGATIONS HEREUNDER.
SECTION 7.5
NO WAIVER.
ANY FAILURE BY BENEFICIARY OR THE OTHER
SECURED PARTIES TO INSIST UPON STRICT PERFORMANCE OF ANY OF THE TERMS,
PROVISIONS OR CONDITIONS OF THIS DEED OF TRUST SHALL NOT BE DEEMED TO BE A
WAIVER OF SAME, AND BENEFICIARY AND THE OTHER SECURED PARTIES SHALL HAVE THE
RIGHT AT ANY TIME TO INSIST UPON STRICT PERFORMANCE OF ALL OF SUCH TERMS,
PROVISIONS AND CONDITIONS.
SECTION 7.6
CREDIT AGREEMENT.
IF ANY CONFLICT OR INCONSISTENCY
EXISTS BETWEEN THIS DEED OF TRUST AND THE CREDIT AGREEMENT, THE CREDIT AGREEMENT
SHALL GOVERN.
SECTION 7.7
RELEASE OR RECONVEYANCE.
(A) THE TRANSACTION LIENS (AS
DEFINED IN THE SECURITY AGREEMENT) GRANTED BY TRUSTOR PURSUANT TO THIS DEED OF
TRUST SHALL TERMINATE UPON THE EARLIER OF (I) THE SATISFACTION OF ALL OF THE
RELEASE CONDITIONS (AS DEFINED IN THE SECURITY AGREEMENT) AND (II) THE
SATISFACTION OF ALL OF THE RATINGS RELEASE CONDITIONS (AS DEFINED IN THE
SECURITY AGREEMENT) (SUBJECT TO REINSTATEMENT AS SET FORTH IN SECTION 5.12 OF
THE CREDIT AGREEMENT).
(B)
AT ANY TIME BEFORE THE TRANSACTION LIENS GRANTED BY TRUSTOR PURSUANT TO
THIS DEED OF TRUST TERMINATE, THE BENEFICIARY MAY, AT THE WRITTEN REQUEST OF
TRUSTOR, (I) RELEASE ANY TRUST PROPERTY (BUT NOT ALL OR SUBSTANTIALLY ALL THE
COLLATERAL) WITH PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS OR (II) RELEASE
ALL OR SUBSTANTIALLY ALL THE COLLATERAL WITH THE PRIOR WRITTEN CONSENT OF ALL
LENDERS.
(C)
THE BENEFICIARY SHALL BE FULLY PROTECTED IN RELYING UPON A CERTIFICATE OF
A FINANCIAL