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<br />200807663
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<br />payable under the Credit Agreements, merge with any judgment on either Credit
<br />Agreement or any other Lender Agreement or a judgment in mortgage foreclosure under
<br />this Deed of Trust.
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<br />(c) Additional Advances and Disbursements: Costs of Enforcement. If any
<br />Event of Default exists, Agent shall have the right, but not the obligation, to cure such
<br />Event of Default in the name and on behalf of Mortgagor. All sums advanced and
<br />expenses incurred at any time by Agent under this Section 34( c ), or otherwise under this
<br />Deed of Trust, the Credit Agreements or any other Lender Agreement or applicable law,
<br />shall bear interest from the date that such sum is advanced or expense incurred, to and
<br />including the date of reimbursement, computed at the interest rate as set forth in the
<br />Credit Agreements, and all such sums, together with interest thereon, shall be secured by
<br />this Deed of Trust.
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<br />(d) Acceleration Remedy. Subject to the notice and cure requirements of this
<br />Deed of Trust and the Credit Agreements, upon Mortgagor's breach of any covenant or
<br />agreement contained herein, including, but not limited to, the covenants to pay when due
<br />any sums secured by this Deed of Trust, Agent, in its sole judgment and discretion, may
<br />declare all of the sums secured by this Deed of Trust to be immediately due and payable
<br />without further demand and may foreclose this Deed of Trust by judicial proceedings and
<br />may invoke any other remedies permitted by applicable law or provided herein. Agent
<br />shall be entitled to collect all costs and expenses incurred in pursuing such remedies.
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<br />35. Satisfaction of Prior Encumbrance. To the extent the Loans made to Mortgagor
<br />and IEC pursuant to the Credit Agreements are used to pay indebtedness secured by any
<br />outstanding lien, security interest, charge or prior encumbrance against all or any portion of the
<br />Mortgaged Property, such proceeds shall be deemed to have been advanced by Agent at
<br />Mortgagor's request, and Agent shall be subrogated to any and all rights, security interests and
<br />liens owned by any owner or holder of such outstanding liens, security interests, charges or
<br />encumbrances, irrespective of whether said liens, security interests, charges or encumbrances are
<br />released, and it is expressly understood that, in consideration of the payment of such other
<br />indebtedness by Agent, Mortgagor hereby waives and releases all demands and causes of action
<br />for offsets and payments to, upon and in connection with the said indebtedness.
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<br />36. Inconsistency with Credit Agreements. To the fullest extent possible, the terms
<br />and provisions of the Credit Agreements shall be read together with the terms and provisions of
<br />this Deed of Trust such that the terms and provisions of this Deed of Trust shall supplement,
<br />rather than conflict with, the terms and provisions ofthe Credit Agreements; provided, however,
<br />that, notwithstanding the foregoing, in the event any of the terms or provisions of this Deed of
<br />Trust conflict with any of the terms or provisions ofthe Credit Agreements, such that it is
<br />impractical for such terms or provisions to coexist, the terms or provisions of the Credit
<br />Agreements shall govern and control for all purposes; and, provided further, that the inclusion in
<br />this Deed of Trust of terms and provisions, supplemental rights or remedies in favor of a secured
<br />party, but which are not addressed in the Credit Agreements, shall not be deemed to be a conflict
<br />with the Credit Agreements, and all such additional terms, provisions, supplemental rights or
<br />remedies contained herein shall be given full force and effect.
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<br />L1BD/1907386I
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