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�012014�0 43. No Partnershin. Nothing contained in this Deed of Trust is intended to, or sha11 be construed to, create to any extent and in any manner whatsoever any partnership, joint venture, or association between Grantor and Beneficiary, or in any way make Bene�ciary a co-principal with Grantor with reference to the Mortgaged Property, and any inferences to the contrary are hereby expressly negated. 44. Headin�s. 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. 45. Defense of Claims. Grantor shall promptly notify Beneficiary in writing of the commencement of any legal proceedings affecting Grantor's title to the Mortgaged Property or Beneficiary's lien on or security interest in the Mortgaged Property, or any part thereof, and shall take all such action, employing attorneys satisfactory to Beneficiary, as may be necessary to preserve Grantor's and Beneficiary's rights affected thereby. If Grantor fails or refuses to adequately or vigorously, in the sole judgment of Beneficiary, defend Grantor's or Beneficiary's rights to the Mortgaged Property, Beneficiary may take such action on behalf of and in the name of Grantor and at Grantor's expense. All costs, expenses and attorneys' fees incurred by Beneficiary (or its agents) pursuant to this Section 45 or in connection with the defense by Beneficiary of any claims, demands or litigation relating to Grantor, the Mortgaged Property or the transactions contemplated in this Deed of Trust shall be paid by Grantor upon written demand, plus interest thereon from the date of the advance by Beneficiary until reimbursement of Beneficiary at the interest rate as set forth in the Credit Agreements. 46. Exculpation Provisions. GRANTOR SPECIFICALLY AGREES THAT TT 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 TERM5, 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 Il�1T0 THIS DEED OF TRU5T; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS DEED OF TRUST RESULT IN THE ASSUMPTION BY GRANTOR OF THE LIABII.ITY INHERENT IN SOME ASPECTS OF THE TRANSACTION. GRANTOR AGREE5 AND COVENANTS THAT IT WII,L 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 5UCH PROVISION OR THAT THE PROVISION IS NOT "CONSPICUOUS." 47. Counter�arts• Selected Le�al Descri tt� ions. This Deed of Trust may be executed in any number of counterparts, each of which sha11 be deemed to be an original, and a11 of which, taken together, shall be deemed to constitute one single instrument. 12187-5273/LEGAL 17750578.4 5/1/ ]025