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200710141 6.6 Governing Law. The provisions of this Deed of Trust regarding the creation, perfection and enforcement of the liens and security interests herein granted shall be governed by and construed under the laws of the state in which the Premises is located. All other provisions of this Deed of Trust shall be governed by and construed and interpreted in accordance with, the law of the State of New York without regard to conflict of laws principles thereof (other than Sections 5-140 I and 5-1402 of the New York General Obligations Law). 6.7 Release of Reconvevance. Upon satisfaction in full of the Secured Obligations, or upon a sale or other disposition of the Premises permitted by the Credit Agreement, Administrative Agent, at Grantor's expense, shall release the liens and security interests created by this Deed of Trust or reconvey the Premises to the Person or Persons legally entitled thereto. 6.8 Mortgagee as Administrative Agent; Successor Administrative Agents. Administrative Agent has been appointed to act as Administrative Agent hereunder by the Lenders. Administrative Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution ofthe Premises) in accordance with the terms of the Credit Agreement, any related agency agreement among Administrative Agent and the Lenders and this Deed of Trust. Grantor and all other persons shall be entitled to rely on releases, waivers, consents, approvals, notifications and other acts of Administrative Agent, without inquiry into the existence of required consents or approvals of the Lenders therefore. 6.9 Substitution of Trustee. If, for any reason, with or without cause, the Administrative Agent shall elect to substitute a Trustee for the trustee herein named (or for any successor to said trustee), the Administrative Agent shall have the right to appoint successor Trustee(s), which appointment may be effected without conveyance of the Premises and, except where required by applicable law, without the need to execute or record any instrument evidencing such appointment. Each new Trustee shall immediately upon such appointment become successor in title to the Premises for the uses and purposes of this Deed of Trust, without conveyance of the Premises, with all the powers, duties and obligations conferred on the Trustee in the same manner and to the same effect as though he were named herein as the Trustee. If more than one Trustee has been appointed, each of such Trustees and each successor thereto shall be and hereby is empowered to act independe~tly. PROVIDED ALWAYS, and it is the true intent and meaning of the Grantor and the Administrative Agent, that if the Grantor, the Borrowers or the Guarantors, or their successors and assigns, shall payor cause to be paid and discharged unto the Administrative Agent, its successors and assigns, the Secured Obligations according to the terms of this Deed of Trust and the Credit Documents and all Commitments are terminated, then this Deed of Trust shall cease, determine and be void, otherwise it shall remain in full force and virtue. And it is agreed, by and between the Grantor and the Administrative Agent, that the Grantor is to hold and enjoy the said premises until an Event of Default occurs under the terms of this Deed of Trust. [SIGNATURES ON THE NEXT PAGE] CI-IAR2\ I 056RORv2 11