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2oiooo75~ 39. Headings. The Section headings herein are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of such Sections. 40. Defense of Claims. Mortgagor shall promptly notify Agent in writing of the commencement of any legal proceedings affecting Mortgagor's title tp the Mortgaged Property or Agent's lien on or security interest in the Mortgaged Property, or any part thereof, and shall take all such action, employing attorneys satisfactory to Agent, as may be necessary to preserve Mortgagor's and Agent's rights affected thereby. If Mortgagor fails ar refuses to adequately or vigorously, in the sole judgment of Agent, defend Mortgagor's or Agent's rights to the Mortgaged Property, Agent may take such action on behalf of and in the name of Mortgagor and at Mortgagor's expense. All costs, expenses and attorneys' fees incurred by Agent (or its agents) pursuant to this Section 40 or in connection with the defense by Agent of any claims, demands or litigation relating to Mortgagor, the Mortgaged Property or the transactions contemplated in this Deed of Trust shall be paid by Mortgagor upon written demand, plus interest thereon from the date of the advance by Agent until reimbursement of Agent at the interest rate as set forth in the Credit Agreement. 41. Excul anon Provisions. MORTGAGOR SPECIFICALLY AGREES THAT 1T HAS A DUTY TO READ THIS DEED OF TRUST; AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS DEED OF TRUST; THAT IT HAS IN FACT READ THIS DEED OF TRUST AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS DEED OF TRUST; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS DEED OF TRUST AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS DEED OF TRUST; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS DEED OF TRUST RESULT IN THE ASSUMPTION BY MORTGAGOR OF THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION. MORTGAGOR AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS DEED OF TRUST ON THE BASIS THAT IT HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT "CONSPICUOUS." 42. Caunte arts• Selected Le al Desexi bans. This Deed of Trust may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall be deemed to constitute one single instrument. 43. Termination. Upon the payment and performance in full of the Lender Obligations, this Deed of Trust and the estate hereby granted shall cease and become void. Notwithstanding the foregoing, Agent agrees that it shall, at the request and sole expense of such Mortgagor, execute and deliver to Mortgagor a recordable release and satisfaction of this Deed of Trust. [NO FURTHER TEXT ON THIS PAGE; SIGNATURE PAGE FOLLOWS] UBD/1907386.1 2~