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200411880 <br />SECTION 3.03. Successors and Assigns. All of the grants, covenants, <br />terms, provisions and conditions herein shall run with the Premises and the <br />Improvements and shall apply to, bind and inure to, the benefit of the permitted <br />successors and assigns of Grantor and the successors and assigns of Beneficiary. <br />SECTION 3.04. Counterparts. This Deed of Trust may be executed in <br />any number of counterparts and all such counterparts shall together constitute but one and <br />the same deed of trust. <br />SECTION 3.05. Satisfaction and Cancellation. (a) The conveyance to <br />Beneficiary created and consummated by this Deed of Trust shall be null and void when <br />all the Obligations have been indefeasibly paid in full in accordance with the terms of the <br />Loan Documents and the Lenders and the Swingline Lender have no further commitment <br />to lend under the Credit Agreement, no Letters of Credit are outstanding and the Fronting <br />Bank has no further obligation to issue Letters of Credit under the Credit Agreement. <br />(b) The lien of this conveyance shall be released from such portion of the <br />Trust Property as is required by, pursuant to and in accordance with the operative <br />provisions of (i) Section 7.05 of the Credit Agreement or (ii) Section 9 of the Guarantee <br />Agreement. <br />(c) In connection with any termination or release pursuant to <br />paragraph (a), the Deed of Trust shall be marked "satisfied" by the Beneficiary, and this <br />Deed of Trust may be canceled of record at the request and at the expense of the Grantor. <br />Beneficiary shall execute any documents reasonably requested by Grantor to accomplish <br />the foregoing or to accomplish any release contemplated by paragraph (a) or (b) and <br />Grantor will pay all costs and expenses, including attorneys' fees and disbursements, <br />incurred by Beneficiary in connection with the preparation and execution of such <br />documents. <br />SECTION 3.06. Definitions. As used in this Deed of Trust, the singular <br />shall include the plural as the context requires and the following words and phrases shall <br />have the following meanings: (a) "including" shall mean "including but not limited to "; <br />(b) "provisions" shall mean "provisions, terms, covenants and/or conditions"; (c) "lien" <br />shall mean "lien, charge, encumbrance, security interest, mortgage or deed of trust"; <br />(d) "obligation" shall mean "obligation, duty, covenant and/or condition"; (e) "Trustee" <br />shall mean "Trustee, for the benefit of the Beneficiary and in accordance with the Credit <br />Agreement," and (f) "any of the Trust Property" shall mean "the Trust Property or any <br />part thereof or interest therein ". Each reference to an Operating Lease or a Lease shall be <br />a reference to such lease as it may be modified, supplemented, amended and/or restated <br />from time to time by the parties thereto as permitted by this Deed of Trust. Any act <br />which Beneficiary is permitted to perform hereunder may be performed at any time and <br />from time to time by Beneficiary or any person or entity designated by Beneficiary. Any <br />act which is prohibited to Grantor hereunder is also prohibited to all lessees of any of the <br />Trust Property. Each appointment of Beneficiary as attorney -in -fact for Grantor under <br />the Deed of Trust is irrevocable, with power of substitution and coupled with an interest. <br />Subject to the applicable provisions hereof, Beneficiary has the right to refuse to grant its <br />22 <br />[ [NYCORP:2455832v1 ]] <br />