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200807663 37. Loan and Credit Agreements. Mortgagor is a party to and/or is fully familiar with the terms and provisions of the Credit Agreements and each Lender Agreement. All representations and warranties made by Mortgagor in the Credit Agreements and/or in any other Lender Agreement are incorporated herein by reference and are hereby made by Mortgagor as to itself and the Mortgaged Property as though such representations and warranties were set forth at length herein as the representations and warranties of Mortgagor. In addition, Mortgagor hereby makes the following property-specific representations: (a) Zoning, Building and Land Use Requirements. To the best knowledge of Mortgagor, the Premises complies with all material requirements of all applicable laws and ordinances with respect to zoning, subdivision, construction, building and land use, including, without limitation, requirements with respect to parking, access and certificates of occupancy (and similar certificates or permits). Mortgagor has not received any notice of, or other communication with respect to, an alleged violation with respect to any of the foregoing. To the best knowledge of Mortgagor, (i) all of the Improvements lie wholly within the boundaries and building restriction lines of the Land, and (ii) no improvements on adjoining properties encroach upon the Land, and no easements or other encumbrances upon the Land encroach upon or under any of the Improvements or any portion of the Mortgaged Property. (b) Taxes and Other Payments. Mortgagor has filed all federal, state, commonwealth, county, municipal and city income and other tax returns required to have been filed by it as of the date hereof and has paid all taxes and other such impositions which have become due pursuant to such returns or pursuant to any assessments or charges received by it as ofthe date hereof, and Mortgagor does not know of any basis for any additional assessment or charge in respect of any such taxes or other Impositions. Mortgagor has paid in full all sums owing or claimed for labor, material, supplies, personal property (whether or not forming a fixture hereunder) and services of every kind and character used, furnished or installed in or on the Mortgaged Property that are now due and owing and no claim for same exists or will be permitted to be created, except such claims as may arise in the ordinary course of business and that are not yet past due. The terms and provisions ofthis clause (c) are expressly subject to the limited qualifications and exceptions set forth in Section 4.8 of each Credit Agreement. (c) Power to Create Lien and Security. Mortgagor has full power and lawful authority to grant, bargain, sell, assign, transfer, mortgage and convey a first-priority lien and security interest in all of the Mortgaged Property in the manner and form herein provided and without obtaining the authorization, approval, consent or waiver of any Person. 38. No Partnership. Nothing contained in this Deed of Trust is intended to, or shall be construed to, create to any extent and in any manner whatsoever any partnership, joint venture, or association between Mortgagor and Agent, or in any way make Agent a co-principal with Mortgagor with reference to the Mortgaged Property, and any inferences to the contrary are hereby expressly negated. 21 LIBD/I 907386. I