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<br />200709869
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<br />properties, business, prospects, profits or condition (financial or otherwise) of the Grantor or the right or
<br />ability of the Grantor to enter into the Financing Documents to which it is a party, and if any such
<br />proceedings are subsequently initiated or threatened then the Grantor will promptly provide written notice
<br />to the Beneficiary. The Grantor is not in default with respect to any order of any court or governmental
<br />authority or arbitration board or tribunal.
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<br />Section 1.21. Compliance With Law. The Grantor is in substantial compliance with al1laws,
<br />ordinances, governmental rules or regulations to which it is subject, including, without limitation, the
<br />Occupational Safety and Health Act of 1970, the Employee Retirement Income Security Act of 1974 and
<br />all laws, ordinances, governmental rules or regulations relating to environmental protection the violation
<br />of which would materially and adversely affect the properties, business, prospects, profits or condition
<br />(financial or otherwise) ofthe Grantor.
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<br />Section 1.22. Appointment of Successor Trustee. If the Deed Trustee shall resign or become
<br />disqualified from acting in the execution of this trust, or shall fail or refuse to execute the same when
<br />requested by the Beneficiary to do so, or if, for any reason, the Beneficiary shall prefer to appoint a
<br />substitute Trustee to act instead of the Deed Trustee named herein, the Beneficiary shall have full power
<br />to appoint, by written instrument, a substitute Trustee, and, if necessary, several substitute Trustees in
<br />succession, who shall succeed to all the estate, rights, powers and duties of the original Deed Trustee
<br />named herein. Such appointment may be executed by any authorized agent of the Beneficiary, and, if the
<br />Beneficiary is a corporation and such appointment is executed on its behalf by any officer of such
<br />corporation, such appointment shall be conclusively presumed to be executed with authority and shall be
<br />valid and sufficient without proof of any action by the board of directors or any superior officer of the
<br />corporation.
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<br />Section 1.23. Transfer of Interests in the Grantor or Encumbered Property. Except in
<br />accordance with the terms and restrictions of the Financing Documents, and except for Permitted Title
<br />Encumbrances, the Grantor shall not, by operation of law or otherwise, sell, convey, alienate, transfer,
<br />mortgage, encumber or assign ownership or control of all or any interest in the Grantor or any part of the
<br />Encumbered Property or any interest therein.
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<br />Section 1.24. Non-Merger of Estates. There shall be no merger between or among the (a) the
<br />fee simple interest of the County in the Encumbered Property, (b) the reversionary interest of the
<br />Partnership in the Encumbered Property under the Agreement, or (c) the leasehold estate created by the
<br />Lease Agreement, by reason of the fact that two or more of such interests are held, directly or indirectly,
<br />by or for the account of any person or persons. No merger shall occur unless and until all persons having
<br />an interest in the entire bundle of rights constituting the fee estate of the Encumbered Property (including,
<br />without limitation, the Beneficiary as mortgagee, lienholder or assignee of any right or interest which is a
<br />part of such fee estate), shall execute and record a written instrument effecting such merger or until all of
<br />the principal, interest and premium (if any) on the Bonds has been paid, this Deed of Trust has been
<br />satisfied and a reconveyance by the Deed Trustee has been recorded.
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<br />Section 1.25. Lease Provisions. Any lease of all or any part of the Encumbered Property by
<br />the Grantor permitted hereunder shall contain a provision obligating such lessee to enter into a
<br />subordination, attornment and nondisturbance agreement with the Beneficiary, in form and substance
<br />satisfactory to the Beneficiary.
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