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201000751 Subsidiaries sells, assigns, transfers or otherwise disposes of any property or assets (whether now awned or hereafter acquired) to any other Person, in each case, whether or not the consideration therefor consists of cash, securities or other assets owned by the acquiring Person and applied in the manner specified in the Credit Agreements. In all events, Mortgagor hereby covenants and agrees to promptly commence and to diligently prosecute the restoration of the Mortgaged Property upon the occurrence of any casualty loss or other damage affecting the Mortgaged Property, up to the amount of any casualty loss insurance proceeds made available to Mortgagor in accordance with the Credit Agreements. Notwithstanding any damage to, destruction or loss of or other casualty with respect to any of the Mortgaged Property, Mortgagor shall continue to pay the Lender Obligations at the time and in the manner provided for in the Credit Agreements and/ox any othex Lender Agreement until the Lender Obligations have been paid in full. if the Mortgaged Property is sold, through foreclosure or otherwise, prior to the receipt by Agent of such insurance proceeds, Agent shall have the right, whether or not a deficiency judgment on any Lendex Agreement shall have been sought, recovered or denied, to receive such insurance proceeds, or a portion thereof sufficient to pay the then unpaid Lender Obligations, whichever is less. 9. Leases. Except as expressly permitted under the Credit Agreements, Mortgagor shall not execute an assignment or pledge of any Tower Lease other than in favor of Agent or (b) mortgage, pledge, assign, hypothecate, or otherwise encumber or transfer any Tower Lease or any interest in any Tower Lease, or (c) enter into, amend or modify any Tower Lease or any interest in any Tower Lease except in the ordinary course of Mortgagor's business in a manner and to an extent consistent with past practice and/or necessary or desirable for the prudent operation of its business as long as such action is commercially reasonable and will not result in a Material Adverse Effect. 10. Rye air. Mortgagor shall keep the Martgaged Property in good order and condition (reasonable wear and tear excepted), and shall make all repairs, replacements and improvements thereof and thereto which are necessary to keep the same in such order and condition. Mortgagor shall use reasonable efforts to prevent any act or occurrence, which might impair the value or usefulness of the Martgaged Property for its intended usage. l 1. Further Assurances. To further assure Agent's rights under this Deed of Trust, Mortgagor agrees promptly upon demand of Agent to do any act or execute and deliver, record and/or file any additional documents (including, but not limited to, security agreements on any personalty included or to be included in the Mortgaged Property and a separate assignment of (i) each Tower Lease in recordable form and (ii) any other agreement to which Mortgagor is a party) as may be reasonably required by Agent to confirm the lien of this Deed of Trust and all other rights or benefits conferred on Agent by this Deed of Trust, the Credit Agreements and/or any other Lender Agreement. 12. A ent's Ri ht to Perform. If Mortgagor fails to perform any of the covenants or agreements of Mortgagor hereunder, after the applicable notice and within the applicable grace period, if any, provided far in the Credit Agreements, Agent, without waiving or releasing Mortgagor from any obligation or default under this Deed of Trust, may, at any time (but shall be under no obligation to) pay or perform the same, and the amount or cost thereof, with interest at the interest rate as set forth in the Credit Agreements, shall within three (3) Business Days of S L1BD/1907385,1