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<br />Obligations (other than contingent indemnification obligations for which no claims have been asserted)
<br />have been indefeasibly paid in fuH, the Lenders have no further commitment to lend, there are no Letters
<br />of Credit outstanding and the LlC Issuer has no further commitment to issue Letters of Credit under the
<br />Credit Agreement. Grantor shaH pay Beneficiary's reasonable costs incurred in discharging this Deed of
<br />Trust.
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<br />19. Waivers.
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<br />(a) Grantor agrees to the full extent pennitted by Law, that in case of an Event of Default
<br />which has occurred and is continuing hereunder, neither Grantor nor anyone claiming through or under
<br />Grantor shaH or will set up, claim or seek to take advantage of any appraisement, valuation, stay,
<br />extension, homestead, exemption or redemption laws now or hereafter in force, in order to prevent or
<br />hinder the enforcement or foreclosure of this Deed of Trust, or the absolute sale of the Mortgaged
<br />Property, or the final and absolute putting into possession thereof, immediately after such sale, of the
<br />purchasers thereat, and Grantor, for Grantor and all who may at any time claim through or under Grantor,
<br />hereby waives to the fullest extent that Grantor may lawfully so do, the benefit of aH such laws, and any
<br />and all right to have the assets comprised in the security intended to be created hereby marshaled upon
<br />any foreclosure of the Lien hereof.
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<br />(b) No failure or delay of Beneficiary in exercising any power or right hereunder shaH
<br />operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any
<br />abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further
<br />exercise thereof or the exercise of any other right or power. The rights and remedies of Beneficiary
<br />hereunder are cumulative and are not exclusive of any rights or remedies that Beneficiary would
<br />otherwise have. No waiver of any provisions of this Agreement or any other Loan Document or consent
<br />to any departure by Grantor therefrom shall in any event be effective unless the same shall be permitted
<br />by Paragraph 19(c) below, and then such waiver or consent shaH be effective only in the specific instance
<br />and for the purpose for which given. No notice to or demand on Grantor in any case shaH entitle Grantor
<br />to any other or further notice or demand in similar or other circumstances.
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<br />(c) Neither this Deed of Trust nor any provision hereof may be waived, amended or
<br />modified except pursuant to an agreement or agreements in writing entered into by Beneficiary and
<br />Grantor, subject to any consent required in accordance with Section 10.01 of the Credit Agreement.
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<br />(d) In the event of the sale or transfer by operation of law or otherwise of all or any part
<br />of the Mortgaged Property (other than in connection with any Permitted Disposition), Beneficiary,
<br />without notice, is hereby authorized and empowered to deal with any such vendee or transferee with
<br />reference to the Mortgaged Property or the Secured Obligations or with reference to any of the terms,
<br />covenants, conditions or agreements hereof, as fully and to the same extent as it might deal with the
<br />original parties hereto and without in any way releasing or discharging any liabilities, obligations or
<br />undertakings of Grantor (including, without limitation, the restrictions upon transfer contained in
<br />Para~raph 4 above).
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<br />20. Further Assurances.
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<br />At any time and from time to time, upon written request by Beneficiary, Grantor will make,
<br />execute and deliver, or cause to be made, executed and delivered, to Beneficiary and, where appropriate,
<br />cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such
<br />time and in such offices and places as shaH be reasonably deemed desirable by Beneficiary, any and all
<br />such other and further assignments, mortgages, security agreements, financing statements, continuation
<br />statements, instruments of further assurance, certificates and other documents as may, in the reasonable
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