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{b) Except as otherwise provided in this Deed of Trust or in the Financing <br />Contract, the County may not sell, lease, transfer or otherwise dispose of all or any <br />part of the Mortgaged Property or any interest therein without the Company's prior <br />uTritten consent. The Compan~j must not unreasonably withhold its consent. <br />(c) The Company is assigning substantially all of its rights under this <br />Deed of Trust and under the Financing Contract to the Trustee pursuant to <br />the Trust Agreement, ~~~ithaut recourse against the Company. The Trustee is <br />entitled to all the rights provided to the Company under this Deed of Trust, <br />except for those rights not assigned to the Trustee under the Trust Agreement. <br />6-3 No Marshalling. The County waives any and all rights to require <br />marshalling of assets in connection with the exercise of any remedies provided in <br />this Deed of Trust or as permitted by law. <br />6-4 Definitions. All capitalized terms used in this Deed of Trust. <br />and not otherwise defined have the meanings ascribed to them in the Financing <br />Contract or the Trust Agreement. <br />6-5 Governing La~`~; Forum. The County, the Company and the <br />Deed of Trust Trustee intend that North Carolina lau~• will govern this Deed of <br />Trust. To the extent permitted by law, the County, the Company and the Deed of <br />Trust Trustee agree that any action brought with respect to this Deed of Trust must <br />be brought in the North Carolina General Court of Justice in Orange County, North <br />Carolina. <br />6-6 Limitation of Liability of Officers and Agents. No officer, agent <br />or employee of the County will be subject to any personal liability or <br />accountability by reason of the execution of this Deed of Trust or any other <br />documents related to the transactions contemplated by this Deed of Trust. Such <br />officers or agents are deemed to execute such documents in their official capacities <br />only, and not in their individual capacities. This Section does not relieve an officer, <br />agent or employee of the County from the performance of any official duty <br />provided by law. <br />6-7 Covenants Running with the Land. All covenants contained in this <br />Deed of Trust or in the Financing Contract run with the real estate encumbered by <br />this Deed of Trust. <br />6-8 Further Instruments. Upon the request of the Company or the Deed <br />of Trust Trustee, the County will execute, acknowledge and deliver such further <br />93 360v2 13 <br />