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200110903 affect any other provision hereof or thereof, and such provision shall be limited and construed in such jurisdiction as if such invalid, illegal or unenforceable provision or portion thereof were not contained herein or therein. SECTION 8.03. Notices. (a) Any notice, demand, consent, approval, direction, agreement or other communication (any "Notice ") required or permitted hereunder shall be in writing and shall be validly given if delivered in accordance with Section 9.02 of the Credit Agreement to the parties hereto at the addresses set forth above (along with any copies required to be delivered in the Credit Agreement). SECTION 8.04. Right to Deal. In the event that ownership of the Trust Property becomes vested in a person other than Grantor, Beneficiary may, without notice to Grantor, deal with such successor or successors in interest with reference to this Deed of Trust or the Secured Obligations in the same manner as with Grantor, without in any way vitiating or discharging Grantor's liability hereunder or for the payment of the Secured Obligations or being deemed a consent to such vesting. SECTION 8.05. Continuation of Lease. (a) Upon the foreclosure of the lien created hereby on the Trust Property, as herein provided, any leases then existing shall not be destroyed or terminated as a result of such foreclosure unless Beneficiary or any purchaser at a foreclosure sale shall so elect by notice to the lessee in question. (b) If both the lessor's and the lessee's interest under any lease which constitutes a part of the Premises shall at any time become vested in any one person, this Deed of Trust and the lien and security interest created hereby shall not be destroyed or terminated by the application of the doctrine of merger and, in such event, Beneficiary shall continue to have and enjoy all of the rights and privileges of Beneficiary hereunder as to each separate estate. SECTION 8.06. Applicable Law. This Deed of Trust shall be governed by, and construed in accordance with, the internal law of the State in which the Premises is located without regard to principles of conflicts of laws, except that the internal laws of the State of New York (without regard to principles of conflicts of laws) shall govern (i) those terms and conditions contained in the Credit Agreement which are incorporated by reference herein and (ii) the resolution of issues arising under the Credit Agreement to the extent that such resolution is necessary to the interpretation of this Deed of Trust. SECTION 8.07. Sole Discretion of Beneficiary. (a) Except as expressly provided otherwise herein, whenever Beneficiary's judgment, consent or approval is required hereunder for any matter, or either shall have an option or election hereunder, such judgment, the decision whether or not to consent to or approve the same or the exercise of such option or election shall be in the sole discretion of Beneficiary. (b) Notwithstanding anything contained herein to the contrary, in the event that Beneficiary fails or refuses to grant consent or approval when required hereunder for any matter, the parties agree that the remedy of specific performance shall be the sole remedy of NYDOCS03/596673.1 27 HALL COUNTY, NEBRASKA