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201107605
<br />have been terminated or, cash collateralized in accordance with the provisions of the Credit Agreement,
<br />this Deed of Trust shall terminate. Upon termination of this Deed of Trust the Mortgaged Property shall
<br />be automatically released from the lien of this Deed of Trust. Upon such release or any release of Mort-
<br />gaged Property or any part thereof in accordance with the provisions of the Credit Agreement, Adminis-
<br />trative Agent shall, upon the request and at the sole cost and expense of Grantor, assign, transfer and de-
<br />liver to Grantor, against receipt and without recourse to or warranty by Administrative Agent except as to
<br />the fact that Administrative Agent has not encumbered the released assets, such of the Mortgaged Prop-
<br />erty or any part thereof to be released (in the case of a release) as may be in possession of Administrative
<br />Agent and as shall not have been sold or' otherwise applied pursuant to the terms hereof, and, with respect
<br />to any other Mortgaged Property, proper documents and instruments (including UCC -3 termination fi-
<br />nancing statements or releases) acknowledging the termination hereof or the release of such Mortgaged
<br />Property, as the case may be.
<br />(b) For the avoidance of doubt, Grantor shall automatically be released from its obli-
<br />gations hereunder and the security interests created hereunder in the Mortgaged Property of Grantor shall
<br />be automatically released upon the consummation of any transaction that (x) is permitted by the Credit
<br />Agreement, (y) is consummated while no Default or Event of Default has occurred and is continuing and
<br />(z) would not result in a Default or Event of Default, as a result of which Grantor ceases to be a Subsidi-
<br />ary or, to the extent the procedures for designation are complied with under the Credit Agreement, Gran-
<br />tor otherwise becomes an Immaterial Subsidiary or an Unrestricted Subsidiary.
<br />(c) For the avoidance of doubt, upon any Disposition by Grantor, of any Mortgaged
<br />Property to any Person other, than another Guarantor that (x) is permitted by the Credit Agreement, (y) is
<br />consummated while no Default or Event of Default has occurred and is continuing and (z) would not re-
<br />sult in a Default or Event of Default or, upon the effectiveness of any written consent to the release of a
<br />lien and security interest granted in any Mortgaged Property pursuant to Section 10.01 of the Credit
<br />Agreement, the lien on and security interest in such Mortgaged Property shall be automatically released.
<br />(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)
<br />above, Administrative Agent shall promptly execute (if applicable) and deliver to Grantor, at Grantor's
<br />cost and expense, all mortgage releases, UCC -3 termination statements and similar documents that Gran-
<br />tor shall reasonably request to evidence such termination or release, subject, in each case, to Administra-
<br />tive Agent's receipt of a certification by Borrower, and Grantor stating that such transaction is in compli-
<br />ance with the Credit Agreement and the other Loan Documents and as to such other matters as Adminis-
<br />trative Agent may reasonably request. Any execution and delivery of documents pursuant to this Section
<br />9.7 shall be without recourse to or representation or warranty by Administrative Agent or any Secured
<br />Party. Grantor or Borrower shall reimburse Administrative Agent upon demand for all reasonable costs
<br />and out -of- pocket expenses, including the reasonable fees, charges and expenses of counsel, incurred in
<br />connection with any action contemplated by this Section 9.7
<br />Section 9.8 Waiver of Stay, Moratorium and Similar Rights. Grantor agrees, to
<br />the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way
<br />take advantage of any stay, marshalling of assets, extension, redemption or moratorium law now or here-
<br />after in force and effect so as to prevent or hinder the enforcement of the provisions of this Deed of Trust
<br />or the Secured Obligations secured hereby, or any agreement between Grantor and Beneficiary or any
<br />rights or remedies of Trustee, Beneficiary or any other Secured Party.
<br />Section 9.9 Applicable Law. THIS DEED OF TRUST SHALL BE GOVERNED
<br />BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF
<br />THE STATE IN WHICH THE PREMISES ARE LOCATED, WITHOUT REGARD TO PRINCIPLES
<br />OF CONFLICTS OF LAWS, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION
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