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forthwith pay upon demand legal fees, title charges, the loan documents and all any application seeking change. Consent by Beneficiary under this Section 1.11 to one such transaction or occurrence specified in this Section 1.11 shall not be deemed to be a waiver of the right to require such consent to any subsequent transaction or occurrence. Trustor shall not voluntarily, involuntarily or by operation of law sell, assign, transfer or otherwise dispose of the Collateral or any interest therein (except in connection with a change in title to the Premises approved herein or approved in writing by Beneficiary) and shall not otherwise do or permit anything to be done or occur that may impair the Collateral as security hereunder except so long as this Deed of Trust is not in default, Trustor shall be permitted to sell or otherwise dispose of the Collateral when absolutely worn out, inadequate, unserviceable or unnecessary for use in the operation of the real estate described in Exhibit "A" in the conduct of the business of Trustor, upon replacing the same or substituting for the same other Collateral at least equal in value to the initial value of that disposed of and in such a manner so that said Collateral shall be subject to the security interest created hereby and so that the security interest created hereby and so that the security interest of the Beneficiary hereunder shall be maintained in said Collateral. In the event the Collateral is sold in connection with the sale of the real estate described in Exhibit "'AN, Trustor shall require, as a condition to any required approval of such a sale, that the buyer specifically agree to assume Trustor's obligations as to the security interest herein granted and to execute whatever agreements and filings are deemed necessary by Beneficiary to maintain its perfected security interest in the Collateral. 1.12 Advances. If Trustor shall fail to perform any of the covenants herein contained or contained in any instrument constituting additional security for the Indebtedness, or any other indebtedness hereby secured, the Beneficiary may, but without obligation to do so, make advances to perform same in its behalf, and all sums so advanced shall be secured by this Deed of Trust. The Trustor shall repay on demand all sums so advanced in its behalf with interest at the rate provided in the Credit Agreement. Nothing herein contained shall prevent any such failure to perform on the part of Trustor from constituting an "Event of Default" as defined below. 86-•• 1.06927 of Beneficiary all of Beneficiary's and expenses incurred by it in amending fees charged by Beneficiary to process Beneficiary's consent to a proposed -11-