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<br />200804918
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<br />DEFEND the title to the same against all lawful claims not specifically excepted in this Deed of
<br />Trust.
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<br />PROVIDED NEVERTHELESS, that if Mortgagor or its successors or assigns, shall pay
<br />to Mortgagee, its successors or assigns, the sum of (a) Seventeen Million Six Hundred Thousand
<br />Dollars ($17,600,000.00), according to the terms of that certain Term Promissory Note of even
<br />date herewith executed by Mortgagor in favor of Mortgagee in said principal amount, together
<br />with interest thereon, (together with all extensions, renewals, restatements, modifications,
<br />substitutions, replacements, and amendments thereof and all instruments issued from time to
<br />time in exchange therefor, collectively, hereinafter the "Note"), (b) all of Mortgagor's
<br />obligations and liabilities under that certain Term Loan Agreement of even date herewith by and
<br />between Mortgagor and Mortgagee (the "Loan Agreement"), (c) all other amounts payable by
<br />Mortgagor and the performance of all other agreements of Mortgagor under the Loan Documents
<br />(as defined in the Loan Agreement) as the same now exist or may hereafter be amended, and (d)
<br />all amounts owed pursuant to that certain ISDA (International Swap Dealers Association, Inc.)
<br />Master Agreement dated as of September 12,2007, executed by Mortgagor and Mortgagee, and
<br />all schedules, confirmations and other documents executed in connection therewith (collectively,
<br />the "Swap Agreement") and the payment to Mortgagee of all liability, whether liquidated or
<br />unliquidated, defined, contingent, conditional or of any other nature whatsoever, and
<br />performance of all other obligations, arising under any swap, derivative, foreign exchange or
<br />hedge transaction or arrangement (or other similar transaction or arrangement howsoever
<br />described or defined) at any time entered into with Mortgagee in connection with any
<br />Indebtedness (as defined below), the terms and conditions of all of the foregoing are
<br />incorporated herein by reference and made a part hereof, together with any extensions or
<br />renewals thereof, due and payable with interest thereon as provided therein, the balance of said
<br />principal together with interest thereon being fully due and payable in any event on June 1,
<br />2015, and shall repay to Mortgagee, its successors or assigns, at the times demanded and with
<br />interest thereon at the same rate specified in the Note, all sums advanced in protecting the lien of
<br />this Deed of Trust, in payment of taxes on the Premises, in payment of insurance premiums
<br />covering improvements thereon, in payment of principal and interest on prior liens, in payment
<br />of expenses and attorneys' fees herein provided for and all sums advanced for any other purpose
<br />authorized herein (the Note and all of such sums, together with interest thereon, hereinafter
<br />collectively referred to as the "Indebtedness"), and shall keep and perform all of the covenants
<br />and agreements herein contained, then this Deed of Trust shall become null and void, and shall
<br />be released at Mortgagor's expense.
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<br />AND IT IS FURTHER COVENANTED AND AGREED AS FOLLOWS:
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<br />1. GENERAL REPRESENTATIONS AND WARRANTIES
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<br />1.1 Representations and Warranties.
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<br />Mortgagor represents and warrants to Mortgagee, its successors and assigns, that, as of
<br />the date hereof:
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<br />4
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<br />DoC# 2675364\2
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