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`'X2060 documents evidencing and/or securing the secured indebtedness. Any amount to be paid hereunder by Mortgagor to Trustee shall be a demand obligation owing by Mortgagor to Trustee and shall be subject to and covered by the provisions of Section 2.2 hereof. Section 5.15. Release of Mortgage. If all of the indebtedness secured hereby is indefeasibly paid in full in cash (other than (A) contingent indemnification obligations and any other contingent obligations under the Loan Documents that expressly survive the termination of the Loan Documents and (B) obligations and liabilities under Specified Cash Management Agreements and Specified Swap Agreements either (x) as to which arrangements satisfactory to the applicable Secured Party shall have been made or (y) notice has not been received by Administrative Agent from the applicable Secured Party that such amounts are then due and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and the applicable Issuing Lender shall have been made), and if the Commitments under the Credit Agreement have been terminated, then Mortgagor may request that this Mortgage be terminated and Administrative Agent shall promptly terminate this Mortgage. Upon such termination Mortgagor may further request that a written act of release of this Mortgage or other applicable instrument be provided in accordance with any applicable Requirement of Law (except this Mortgage shall be reinstated to the extent expressly provided herein, and will continue with respect to indemnification and other rights which are to continue following the release hereof). Administrative Agent agrees to deliver to Mortgagor, or such person or entity designated by Mortgagor, such an act of release (subject to the foregoing limitation), all at the cost and expense of Mortgagor, within ten (10) business days (or such lesser number of days as may be mandated by any applicable Requirement of Law or permitted by Administrative Agent) of receiving such request unless Administrative Agent in good faith, has cause to believe that Mortgagor is not entitled to a termination of this Mortgage. Notwithstanding the foregoing, it is understood and agreed that certain indemnifications, and other rights, which are provided herein to continue following the release hereof, shall continue in effect notwithstanding such release; and provided that if any payment to any Secured Party or Administrative Agent, is held to constitute a preference or a voidable transfer under any applicable state or federal Requirement of Law or if for any other reason any Secured Party or Administrative Agent, is required to refund such payment to the payor thereof or to pay the amount thereof to any third party, this Mortgage shall be reinstated to the extent of such payment or payments. If any Property or Collateral is Disposed of as part of or in connection with any Disposition permitted under the Credit Agreement, Administrative Agent shall execute and deliver to Mortgagor, at Mortgagor's sole cost and expense, such partial releases of this Mortgage with respect to such Property or Collateral as reasonably requested by Mortgagor. Except as may be required by any applicable Requirement of Law, Administrative Agent shall have full power and authority to execute, acknowledge and deliver any release or reconveyance of this Mortgage without the joinder therein or execution thereof by Trustee or any other Secured Parties, and any such release or reconveyance shall be binding upon Administrative Agent, Trustee, and the other Secured Parties. All releases and reconveyances executed in connection with this Mortgage shall be without warranty of any kind, express, implied or statutory. Mortgagor shall pay all reasonable legal fees and other fees, costs and expenses incurred by Administrative Agent and Trustee for preparing and reviewing instruments of termination and release or reconveyance and the execution and delivery thereof and Mortgagor may require payment of the same prior to delivery of such instruments. The release and reconveyance of this Mortgage and the termination of the liens and security interests created by this Mortgage, in whole or in part, shall not terminate or otherwise affect Administrative Agent's right or ability to exercise any right, power or remedy relating to any claim for breach of warranty or representation, for failure to perform any covenant or other agreement, under any indemnity or for fraud, deceit or other misrepresentation or omission occurring prior to the Release Date. Section 5.16. Notices. All notices, requests, consents, demands and other communications required or permitted hereunder or under any other Loan Document shall be in writing and, unless otherwise specifically provided in such other Loan Document, shall be deemed sufficiently given or furnished if delivered by personal delivery, by facsimile or other electronic transmission, by delivery service with proof 44 144646513