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<br />(c) Maintenance, Alterations and Waste. Grantor will not erect any
<br />additions to the existing Improvements or other structures on the Premises, which will
<br />materially and adversely interfere with the operation of Grantor's business as conducted
<br />and as proposed to be conducted thereon on the date hereof, without the prior written
<br />consent of Beneficiary. Grantor will not commit any material waste on the Premises or
<br />make any alteration to, or change in the use of, the Premises which will materially
<br />diminish the fair market value thereof, but in no event shall any such alteration or change
<br />be contrary to the terms of any insurance policy required to be kept pursuant to Section
<br />7.5 of the Credit Agreement. Grantor will not abandon or demolish (except in connection
<br />with an alteration) the Premises. Grantor will maintain and operate the Premises in good
<br />repair, working order and condition, reasonable wear and tear excepted. All repairs made
<br />by Grantor shall be performed in a good and workmanlike manner, shall be equal or
<br />better in quality and class to the original work and shall comply with all applicable
<br />Requirements of Law and Insurance Requirements except such noncompliance as could
<br />not, individually or in the aggregate, have or result in a Material Adverse Effect. As used
<br />herein, the terms "repair" and `repairs" shall be deemed to include all necessary
<br />replacements.
<br />(d) Restrictions on Transfers and Encumbrances. Except as permitted
<br />hereby or the Credit Agreement, Grantor shall not directly or indirectly sell, convey,
<br />alienate, assign, lease, sublease, license, mortgage, pledge, encumber or otherwise
<br />transfer, create, consent to or suffer the creation of any Lien upon any interest in or any
<br />part of the Property, or be divested of its title to the Property or any interest therein in any
<br />manner or way, whether voluntarily or involuntarily (other than resulting from a taking),
<br />or engage in any common, cooperative, joint, time - sharing or other congregate ownership
<br />of all or part thereof.
<br />(e) Additions to Premises. All right, title and interest of Grantor in and to
<br />all extensions, improvements, betterments, renewals, substitutes and replacements of, and
<br />all additions and appurtenances to, the Premises hereafter acquired by or released to
<br />Grantor or constructed, assembled or placed by Grantor upon the Premises or the
<br />Improvements, and all conversions of the security constituted thereby, immediately upon
<br />such acquisition, release, construction, assembling, placement or conversion, as the case
<br />may be, and in each such case to the full extent permitted by law without any further
<br />mortgage, conveyance, assignment or other act by Grantor, shall become subject to the
<br />Lien and security interest of this Deed of Trust as fully and completely and with the same
<br />effect as though now owned by Grantor and specifically described in the grant of the
<br />Premises above, but at any and all times Grantor will execute and deliver to Beneficiary
<br />or Trustee any and all such further assurances, mortgages, conveyances or assignments
<br />thereof as Beneficiary or Trustee may reasonably require for the purpose of expressly and
<br />specifically subjecting the same to the Lien and security interest of this Deed of Trust.
<br />(f) No Claims Against Beneficiary or Trustee. Nothing contained in this
<br />Deed of Trust shall constitute any consent or request by Beneficiary or Trustee, express
<br />or implied, for the performance of any labor or services or the furnishing of any materials
<br />or other property in respect of the Premises or any part thereof, nor as giving Grantor any
<br />right, power or authority to contract for or permit the performance of any labor or
<br />NY2 V1I78150A09NnKs1. aOCU5899 W79
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