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200212049
<br />and preserve such title and the encumbrance of this Deed of Trust thereon granted against all
<br />claims of all persons and entities. Grantor represents and warrants that (i) it has the right to
<br />mortgage the Trust Property; (ii) the Mortgaged Lease is in full force and effect and Grantor is
<br />the holder of the lessee's, tenant's or grantee's interest thereunder; (iii) the Mortgaged Lease has
<br />not been materially adversely amended, supplemented or otherwise modified, except as may be
<br />specifically described in Schedules B and C attached to this Deed of Trust; (iv) Grantor has paid
<br />all rents and other charges to the extent due and payable under the Mortgaged Lease, is not in
<br />default under the Mortgaged Lease, has received no notice of default from the lessor thereunder
<br />and knows of no material default by the lessor thereunder; and (v) the granting of this Deed of
<br />Trust does not violate the terms of the Mortgaged Lease nor is any consent of the lessor under
<br />the Mortgaged Lease required to be obtained in connection with the granting of this Deed of
<br />Trust unless such consent has been obtained.
<br />2. Payment of Indebtedness. Grantor shall pay the Indebtedness at the times and
<br />places and in the manner specified in the Notes and the other Loan Documents, and perform all
<br />the Obligations at the times and places and in the manner specified in the Note Purchase
<br />Agreement, this Deed of Trust, and the other Loan Documents.
<br />3. Requirements. (a) Grantor shall promptly comply with, or cause to be
<br />complied with, or conform, as appropriate, to all present and future laws, statutes, codes,
<br />ordinances, orders, judgments, decrees, rules, regulations and requirements, and irrespective of
<br />the nature of the work to be done, of each of the United States of America, any State and any
<br />municipality, local government or other political subdivision thereof and any agency,
<br />department, bureau, board, commission or other instrumentality of any of them, now existing or
<br />subsequently created (collectively, "Governmental Authority") which has jurisdiction over the
<br />Trust Property and all covenants, restrictions and conditions now or later of record which may be
<br />applicable to any of the Trust Property, or to the use, manner of use, occupancy, possession,
<br />operation, maintenance, alteration, repair or reconstruction of any of the Trust Property, except
<br />to the extent that failure to comply or conform, therewith could not, in the aggregate, reasonably
<br />be expected to have a Material Adverse Effect. All present and future laws, statutes, codes,
<br />ordinances, orders, judgments, decrees, rules, regulations and requirements of every
<br />Governmental Authority applicable to Grantor or to any of the Trust Property and all covenants,
<br />restrictions, and conditions which now or later may be applicable to any of the Trust Property are
<br />collectively referred to as the "Legal Requirements ". Grantor shall have the right, after notice
<br />given reasonably in advance to Beneficiary, to contest in good faith by appropriate legal
<br />proceedings, the validity or application of, or alleged non - compliance with, any Legal
<br />Requirement.
<br />(b) Grantor shall not by act or omission impair the integrity of any of the
<br />Owned Land so as to constitute an illegal subdivision or to prohibit the Premises and
<br />Improvements located on any of the Owned Land from being conveyed as one zoning or tax lot.
<br />Grantor represents that the Owned Land is not part of a larger tract of land owned by Grantor or
<br />its affiliates or otherwise considered as part of one zoning or tax lot, or, if they are, that any
<br />authorization or variance required for the subdivision of such larger tract which a sale of the
<br />Premises would entail has been obtained from all appropriate Governmental Authorities so that
<br />the Premises and Improvements located on the Owned Land constitute one zoning or tax lot
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