Common use of General Representations, Covenants and Warranties Clause in Contracts

General Representations, Covenants and Warranties. 2.2.1. The Mortgagor represents and warrants that: (a) it has a good and marketable title to an indefeasible fee estate in Parcel Three and it has a good and marketable title to a leasehold estate in Parcel One and Parcel Two, subject to no lien, charge or encumbrance, except for Permitted Encumbrances; (b) it owns the Building Service Equipment and Furnishings free and clear of all liens and claims other than in favor of the Mortgagee; (c) this Mortgage is and will remain a valid and enforceable first lien on the Mortgaged Property subject only to the exceptions referred to above; (d) the execution and delivery of this Mortgage and the Note has been duly authorized by the Mortgagor, the Managing Member and Acadia, the Managing Member's general partner, and that there is no provision in any document that evidences or establishes the existence of the Mortgagor, Managing Member or Acadia requiring further consent for such action by any other entity or person; (e) Mortgagor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of New York; Managing Member is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, and is in good standing in the State of New York, and is authorized to conduct business in the State of New York; and the General Partner is a trust duly formed, validly existing and in good standing under the laws of the State of Maryland, and is in good standing in the State of New York, and is authorized to conduct business in the State of New York; (f) Mortgagor and Indemnitor each has (i) all necessary licenses, authorizations, registrations, permits and/or approvals and (ii) full power and authority to own its properties and carry on its business as presently conducted and the execution and delivery by it of and performance of its obligations under, this Mortgage, the Note and the other Loan Documents to which it is a party will not result in the Mortgagor and/or Indemnitor being in default under any provisions of any document which evidences or establishes the existence of the Mortgagor and/or the Indemnitor or of any mortgage, credit or other agreement to which Mortgagor and/or Indemnitor is a party or which affects the Mortgagor and/or Indemnitor or the Premises, or any part thereof; (g) it will preserve such title, and forever warrant and defend the same and the Ground Lease to the Mortgagee, and will forever warrant and defend the validity and priority of the lien hereof against the claims of all persons and parties whomsoever; (h) the Mortgagor and Indemnitor each is now able to meet their respective debts as they mature, the fair market value of their respective assets exceeds their respective liabilities, and no bankruptcy or insolvency proceedings are pending or contemplated by or against the Mortgagor and/or Indemnitor; (i) all reports, statements and other data furnished by the Mortgagor and/or Indemnitor in connection with the loan evidenced by the Note are true and correct and complete in all material respects and do not omit to state any fact or circumstance necessary to make the statements contained therein not materially misleading; and (j) to the knowledge of Mortgagor, there are no actions, suits, or proceedings pending against or affecting the Mortgagor or the Mortgaged Property.

General Representations, Covenants and Warranties. 2.2.1. The Mortgagor represents Trustor represents, covenants and warrants that: (a) it Trustor has a good and marketable title to an indefeasible fee estate in Parcel Three the Site [(other than the Leased Premises) and it has a good and marketable title to a valid leasehold estate interest in Parcel One and Parcel Twothe Leased Premises], subject to no lien, charge or encumbrance, except for Permitted Encumbrances; (b) it owns the Building Service Equipment and Furnishings free and clear of all liens and claims other than in favor of the Mortgagee; (c) this Mortgage is and will remain a valid and enforceable first lien on the Mortgaged Property subject only to the exceptions referred to above; (d) the execution and delivery of this Mortgage and the Note has been duly authorized by the Mortgagor, the Managing Member and Acadia, the Managing Member's general partnerencumbrances except Permitted Encumbrances, and that there is no provision it has the right to hold, occupy and enjoy its interest in any document that evidences or establishes the existence of the Mortgagor, Managing Member or Acadia requiring further consent for such action by any other entity or person; (e) Mortgagor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of New York; Managing Member is a limited partnership duly formed, validly existing and in good standing under the laws of the State of DelawareTrust Estate, and is in has good standing in the State of New Yorkright, and is authorized to conduct business in the State of New York; and the General Partner is a trust duly formed, validly existing and in good standing under the laws of the State of Maryland, and is in good standing in the State of New York, and is authorized to conduct business in the State of New York; (f) Mortgagor and Indemnitor each has (i) all necessary licenses, authorizations, registrations, permits and/or approvals and (ii) full power and lawful authority to own its properties subject the Trust Estate to the Lien of this Deed of Trust and carry on its business pledge the same as presently conducted provided herein and Beneficiary may at all times peaceably and quietly enter upon, hold, occupy and enjoy the execution and delivery by it of and performance of its obligations under, this Mortgage, entire Trust Estate in accordance with the Note and the other Loan Documents to which it is a party will not result in the Mortgagor and/or Indemnitor being in default under any provisions of any document which evidences or establishes the existence of the Mortgagor and/or the Indemnitor or of any mortgage, credit or other agreement to which Mortgagor and/or Indemnitor is a party or which affects the Mortgagor and/or Indemnitor or the Premises, or any part thereofterms hereof; (gb) it will preserve such title, and forever warrant and defend the same and the Ground Lease to the Mortgagee, and will forever warrant and defend the validity and priority of the lien hereof against the claims of all persons and parties whomsoever; (h) the Mortgagor and Indemnitor each Trustor is now able to meet their respective debts as they mature, the fair market value of their respective assets exceeds their respective liabilities, not Insolvent and no bankruptcy or insolvency proceedings are pending or contemplated by or, to the best of Trustor's knowledge, threatened against Trustor; (c) all costs arising from construction of any Improvements, the performance of any labor and the purchase of all Tangible Collateral and Improvements have been or against shall be paid when due (subject to the Mortgagor and/or Indemnitorprovisions of the Disbursement Agreement, the Credit Agreement, the Guaranty and this Deed of Trust); (d) the Land has frontage on, and direct access for ingress and egress to dedicated street(s); (e) Trustor shall at all times conduct and operate the Trust Estate in a manner so as not to lose, or permit its affiliate to lose, the right to conduct gaming activities at the Project; (f) no material part of the Trust Estate has been damaged, destroyed, condemned or abandoned, other than those portions of the Trust Estate that (i) all reportshave been the subject of condemnation proceedings that have resulted in the conveyance of such portion of the Trust Estate to the Trustor or (ii) have been demolished in furtherance of the development of the Project as contemplated under the Disbursement Agreement; (g) as of the date hereof, statements no part of the Trust Estate is the subject of condemnation proceedings[, other than condemnation proceedings to convey Land to the Trustor,] and Trustor has no knowledge of any contemplated or pending condemnation proceeding with respect to any portion of the Trust Estate [other data furnished by than condemnation proceedings to convey Land to the Mortgagor and/or Indemnitor Trustor]; and (h) Trustor acknowledges and agrees that it presently may use, and in the past may have used, one or more of the trade or fictitious names, "Le Reve", " ", " " and " " and in each case variations thereof (collectively, the "Enumerated Names") in connection with the loan evidenced by operation of the Note business at the Trust Estate, and Trustor further represents and warrants that the Enumerated Names are true the only such trade or fictitious names Trustor has so used. For all purposes under this Deed of Trust it shall be deemed that the term "Trustor" includes all trade or fictitious names that (or any successor or assign thereof) now or hereafter uses, or has in the past used, including, without limitation, the Enumerated Names, with the same force and correct and complete effect as if this Deed of Trust had been executed in all material respects and do not omit such names (in addition to state any fact or circumstance necessary to make the statements contained therein not materially misleading; and (j) to the knowledge of Mortgagor, there are no actions, suits, or proceedings pending against or affecting the Mortgagor or the Mortgaged Property" ").

General Representations, Covenants and Warranties. 2.2.1. The Mortgagor represents Trustor represents, covenants and warrants that: (a) it Trustor has a good and marketable title to an indefeasible fee estate valid leasehold interest in Parcel Three and it has a good and marketable title to a leasehold estate in Parcel One and Parcel Twothe Leased Premises, subject to no lien, charge or encumbrance, except for Permitted Encumbrances; (b) it owns the Building Service Equipment and Furnishings free and clear of all liens and claims other than in favor of the Mortgagee; (c) this Mortgage is and will remain a valid and enforceable first lien on the Mortgaged Property subject only to the exceptions referred to above; (d) the execution and delivery of this Mortgage and the Note has been duly authorized by the Mortgagor, the Managing Member and Acadia, the Managing Member's general partnerencumbrances except GCCLLC Permitted Encumbrances, and that there is no provision it has the right to hold, occupy and enjoy its interest in any document that evidences or establishes the existence of the Mortgagor, Managing Member or Acadia requiring further consent for such action by any other entity or person; (e) Mortgagor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of New York; Managing Member is a limited partnership duly formed, validly existing and in good standing under the laws of the State of DelawareTrust Estate, and is in has good standing in the State of New Yorkright, and is authorized to conduct business in the State of New York; and the General Partner is a trust duly formed, validly existing and in good standing under the laws of the State of Maryland, and is in good standing in the State of New York, and is authorized to conduct business in the State of New York; (f) Mortgagor and Indemnitor each has (i) all necessary licenses, authorizations, registrations, permits and/or approvals and (ii) full power and lawful authority to own its properties subject the Trust Estate to the Lien of this Leasehold Deed of Trust and carry on its business pledge the same as presently conducted provided herein and Beneficiary may at all times peaceably and quietly enter upon, hold, occupy and enjoy the execution and delivery by it of and performance of its obligations under, this Mortgage, entire Trust Estate in accordance with the Note and the other Loan Documents to which it is a party will not result in the Mortgagor and/or Indemnitor being in default under any provisions of any document which evidences or establishes the existence of the Mortgagor and/or the Indemnitor or of any mortgage, credit or other agreement to which Mortgagor and/or Indemnitor is a party or which affects the Mortgagor and/or Indemnitor or the Premises, or any part thereofterms hereof; (gb) it will preserve such title, and forever warrant and defend the same and the Ground Lease to the Mortgagee, and will forever warrant and defend the validity and priority of the lien hereof against the claims of all persons and parties whomsoever; (h) the Mortgagor and Indemnitor each Trustor is now able to meet their respective debts as they mature, the fair market value of their respective assets exceeds their respective liabilities, not Insolvent and no bankruptcy or insolvency proceedings are pending or contemplated by or or, to the best of Trustor's knowledge, threatened against the Mortgagor and/or IndemnitorTrustor; (ic) all reportscosts arising from construction of any Improvements, statements the performance of any labor and the purchase of all Tangible Collateral and Improvements have been or shall be paid when due (subject to the provisions of the Disbursement Agreement, the Mortgage Notes Indenture and this Leasehold Deed of Trust); (d) the Leased Premises has frontage on, and direct access for ingress and egress to dedicated street(s); (e) Trustor shall at all times conduct and operate the Trust Estate in a manner so as not to lose, or permit its affiliate to lose the right to conduct gaming activities at the Project; (f) no material part of the Trust Estate has been damaged, destroyed, condemned or abandoned, other than those portions of the Trust Estate that have been the subject of condemnation proceedings that have resulted in the conveyance of such portion of the Trust Estate to the Trustor; (g) no part of the Trust Estate is the subject of condemnation proceedings, other than condemnation proceedings to convey Leased Premises to the Trustor, and Trustor has no knowledge of any contemplated or pending condemnation proceeding with respect to any portion of the Trust Estate other than condemnation proceedings to convey Leased Premises to the Trustor and other data furnished by than those proceedings set forth in Exhibit B attached hereto; and (h) Trustor acknowledges and agrees that it presently uses, and has in the Mortgagor and/or Indemnitor past used, certain trade or fictitious names in connection with the loan evidenced by operation of the Note are true business at the Trust Estate, including the names listed on Exhibit C attached hereto (all of the foregoing, collectively, the "Enumerated Names"). For all purposes under this Leasehold Deed of Trust it shall be deemed that the term "Trustor" includes, in addition to "Grand Canal Shops Mall Construction, LLC" all trade or fictitious, names that Grand Canal Mall Shops Construction, LLC (or any successor or assign thereof) now or hereafter uses, or has in the past used, including, without limitation, the Enumerated Names, with the same force and correct and complete effect as if this Leasehold Deed of Trust had been executed in all material respects and do not omit such names (in addition to state any fact or circumstance necessary to make the statements contained therein not materially misleading; and (j) to the knowledge of Mortgagor"Grand Canal Mall Shops Construction, there are no actions, suits, or proceedings pending against or affecting the Mortgagor or the Mortgaged PropertyLLC").

General Representations, Covenants and Warranties. 2.2.1. The Mortgagor represents Trustor represents, covenants and warrants that: (a) it Trustor has a good and marketable title to an indefeasible fee estate in Parcel Three and it has a good and marketable title to a leasehold estate in Parcel One and Parcel Twothe Land, subject to no lien, charge or encumbrance, except for Permitted Encumbrances; (b) it owns the Building Service Equipment and Furnishings free and clear of all liens and claims other than in favor of the Mortgagee; (c) this Mortgage is and will remain a valid and enforceable first lien on the Mortgaged Property subject only to the exceptions referred to above; (d) the execution and delivery of this Mortgage and the Note has been duly authorized by the Mortgagor, the Managing Member and Acadia, the Managing Member's general partnerencumbrances except Permitted Liens, and that there is no provision it has the right to hold, occupy and enjoy its interest in any document that evidences or establishes the existence of the Mortgagor, Managing Member or Acadia requiring further consent for such action by any other entity or person; (e) Mortgagor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of New York; Managing Member is a limited partnership duly formed, validly existing and in good standing under the laws of the State of DelawareTrust Estate, and is in has good standing in the State of New Yorkright, and is authorized to conduct business in the State of New York; and the General Partner is a trust duly formed, validly existing and in good standing under the laws of the State of Maryland, and is in good standing in the State of New York, and is authorized to conduct business in the State of New York; (f) Mortgagor and Indemnitor each has (i) all necessary licenses, authorizations, registrations, permits and/or approvals and (ii) full power and lawful authority to own its properties subject the Trust Estate to the Lien of this Deed of Trust and carry on its business pledge the same as presently conducted provided herein and Beneficiary may at all times peaceably and quietly enter upon, hold, occupy and enjoy the execution and delivery by it of and performance of its obligations under, this Mortgage, entire Trust Estate in accordance with the Note and the other Loan Documents to which it is a party will not result in the Mortgagor and/or Indemnitor being in default under any provisions of any document which evidences or establishes the existence of the Mortgagor and/or the Indemnitor or of any mortgage, credit or other agreement to which Mortgagor and/or Indemnitor is a party or which affects the Mortgagor and/or Indemnitor or the Premises, or any part thereofterms hereof; (gb) it will preserve such title, and forever warrant and defend the same and the Ground Lease to the Mortgagee, and will forever warrant and defend the validity and priority neither Trustor nor any Affiliate of the lien hereof against the claims of all persons and parties whomsoever; (h) the Mortgagor and Indemnitor each Trustor is now able to meet their respective debts as they mature, the fair market value of their respective assets exceeds their respective liabilities, Insolvent and no bankruptcy or insolvency proceedings are pending or contemplated by or, to the best of Trustor's knowledge, against Trustor or against the Mortgagor and/or Indemnitorany Affiliate of Trustor; (ic) all reportscosts arising from construction of any Improvements, statements the performance of any labor and the purchase of all Tangible Collateral and Improvements have been or shall be paid when due; (d) the Land has frontage on, and direct access for ingress and egress to dedicated street(s), either directly or through an easement; (e) Trustor shall at all times conduct and operate the Trust Estate in a manner so as not to lose the right to conduct gaming activities at the Riviera; (f) no material part of the Trust Estate has been damaged, destroyed, condemned or abandoned, other data furnished by than those portions of the Mortgagor and/or Indemnitor Trust Estate that have been the subject of condemnation proceedings that have resulted in connection the conveyance of such portion of the Trust Estate to Trustor; (g) no part of the Trust Estate is the subject of condemnation proceedings, and Trustor has no knowledge of any contemplated or pending condemnation proceeding with respect to any portion of the loan evidenced by the Note are true and correct and complete in all material respects and do not omit to state any fact or circumstance necessary to make the statements contained therein not materially misleadingTrust Estate; and (jh) the Trust Estate and all structures, equipment, fixtures or activities thereon are in compliance with all applicable zoning and land use ordinances and regulations, building codes, and fire codes except where failure to the knowledge of Mortgagorcomply would not have a material adverse effect on Trustor's business, there are no actions, suits, finances or proceedings pending against or affecting the Mortgagor or the Mortgaged Propertyoperations.

General Representations, Covenants and Warranties. 2.2.1. The Mortgagor represents represents, covenants and warrants that: (a) it has a all of Borrower’s and Mortgagor’s representations and warranties contained in the Indebtedness Documents are true, correct and complete in all material respects; (b) Mortgagor has, and for so long as any of the Obligations remain outstanding, shall maintain, good and marketable title to an indefeasible fee estate in Parcel Three the Fee Site and it has a good and marketable title to a ground leasehold estate in Parcel One and Parcel Twothe Leasehold Site, subject to no lien, charge or encumbrance, except for Permitted Encumbrances; (b) it owns the Building Service Equipment and Furnishings in each case free and clear of all liens encumbrances except the Permitted Liens, the Permitted Encumbrances, and claims other than Permitted Exceptions and that it has the right to hold, occupy and enjoy its interest in favor the Mortgaged Property, and has good right, full power and lawful authority to subject the Mortgaged Property to the Lien of this Mortgage and to pledge the Mortgageesame as provided herein and Mortgagee may at all times peaceably and quietly enter upon, hold, occupy and enjoy the entire Mortgaged Property in accordance with the terms hereof; (c) this Mortgage is all costs arising from construction of any Improvements, the performance of any labor and will remain a valid the purchase of all Tangible Collateral and enforceable first lien on the Mortgaged Property Improvements have been or shall be paid when due (subject only to the exceptions referred provisions of this Mortgage) where the failure to abovedo so is reasonably likely to have a Material Adverse Effect; (d) the execution and delivery of this Mortgage and the Note Site has been duly authorized by the Mortgagor, the Managing Member and Acadia, the Managing Member's general partnerfrontage on, and that there is no provision in any document that evidences or establishes shall have access through private roads on the existence Site (and on contiguous property with respect to which Mortgagor has rights of the Mortgagor, Managing Member or Acadia requiring further consent ingress and egress) for such action by any other entity or personingress and egress to dedicated street(s); (e) Mortgagor is shall at all times conduct and operate the Mortgaged Property in a limited liability company duly formedmanner so as not to lose, validly existing and in good standing under or permit its affiliate to lose the laws of the State of New York; Managing Member is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, and is in good standing in the State of New York, and is authorized right to conduct business in gaming activities at the State of New York; and the General Partner is a trust duly formed, validly existing and in good standing under the laws of the State of Maryland, and is in good standing in the State of New York, and is authorized to conduct business in the State of New YorkProject; (f) Mortgagor acknowledges and Indemnitor each agrees that it presently uses, and has in the past used, certain alternate, trade or fictitious names in connection with the operation of the business at the Mortgaged Property, including the name “The Borgata,” (i) all necessary licenses, authorizations, registrations, permits and/or approvals and (ii) full power and authority to own its properties and carry on its business as presently conducted and the execution and delivery by it of and performance of its obligations under, this Mortgageforegoing, the Note and the other Loan Documents to which it is a party will not result in the Mortgagor and/or Indemnitor being in default under any provisions of any document which evidences or establishes the existence of the Mortgagor and/or the Indemnitor or of any mortgage, credit or other agreement to which Mortgagor and/or Indemnitor is a party or which affects the Mortgagor and/or Indemnitor or the Premises, or any part thereof“Enumerated Names”; (g) it will preserve such title, and forever warrant and defend the same and the Ground Lease to the Mortgagee, and will forever warrant and defend the validity and priority as of the lien hereof against date hereof, the claims Mortgagor has neither received any notice of all persons nor has any knowledge of any disputes regarding boundary lines, location, encroachments or possession of any portions of the Mortgaged Property and parties whomsoeverhas no knowledge of any state of facts that may exist which could give rise to any such claims; and (h) the Mortgagor and Indemnitor each is now able to meet their respective debts as they mature, the fair market value of their respective assets exceeds their respective liabilities, and no bankruptcy or insolvency proceedings are pending or contemplated by or against the Mortgagor and/or Indemnitor; (i) all reports, statements and other data furnished by the Mortgagor and/or Indemnitor in connection with the loan evidenced by the Note are true and correct and complete in all material respects and do not omit to state any fact or circumstance necessary to make the statements contained therein not materially misleading; and (j) to the knowledge of Mortgagor, there are no actionsoptions or rights of first refusal to purchase or acquire all or any portion of the Mortgaged Property other than as disclosed to the Mortgagee in the Perfection Certificate. For all purposes under this Mortgage it shall be deemed that the term “Mortgagor” includes, suitsin addition to “Marina District Development Company, LLC,” all alternate, trade or fictitious names (including without limitation, all filings with County of Atlantic, New Jersey or the State of New Jersey for fictitious or alternate names as d/b/a’s) that Mortgagor (or any successor or assign thereof) now or hereafter uses, or proceedings pending against or affecting has in the Mortgagor or past used, including, without limitation, the Mortgaged PropertyEnumerated Names, with the same force and effect as if this Mortgage had been executed in all such names.

General Representations, Covenants and Warranties. 2.2.1. The Mortgagor warrants, represents and warrants covenants that: (a) it has a good and marketable title to an indefeasible fee estate in Parcel Three and it has a good and marketable title to a leasehold estate in Parcel One and Parcel Two, subject to no lien, charge or encumbrance, except for Permitted Encumbrances; (b) it owns the Building Service Equipment and Furnishings free and clear of all liens and claims other than in favor of the Mortgagee; (c) this Mortgage is and will remain a valid and enforceable first lien on the Mortgaged Property subject only to the exceptions referred to above; (d) the execution and delivery of this Mortgage and the Note has been duly authorized by the Mortgagor, the Managing Member and Acadia, the Managing Member's general partner, and that there is no provision in any document that evidences or establishes the existence of the Mortgagor, Managing Member or Acadia requiring further consent for such action by any other entity or person; (e) Mortgagor is a duly organized and validly existing limited liability company duly formed, validly existing and in good standing organized under the laws of the State of New York; Managing Member is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, Connecticut and is in good standing in the State of New York, and is authorized duly qualified to conduct do business in the State of New YorkConnecticut; (b) Mortgagor has duly obtained all licenses, permits, approvals and authorizations, and has duly completed all filings, required for the conduct of its business; (c) all due action has been taken to make and constitute the Loan Documents, and the General Partner is a trust duly formedLoan Documents do constitute, validly existing legal, valid and binding obligations enforceable in good standing under accordance with their respective terms, subject to the effect of bankruptcy and other laws affecting the rights of the State of Maryland, and is in good standing in the State of New York, and is authorized to conduct business in the State of New Yorkcreditors generally; (fd) Mortgagor and Indemnitor each has (i) all necessary licensesthere are no provisions in any indenture, authorizationscontract, registrations, permits and/or approvals and (ii) full power and authority to own its properties and carry on its business as presently conducted and the execution and delivery by it of and performance of its obligations under, this Mortgage, the Note and the other Loan Documents to which it is a party will not result in the Mortgagor and/or Indemnitor being in default under any provisions of any document which evidences or establishes the existence of the Mortgagor and/or the Indemnitor or of any mortgage, credit agreement or other agreement document affecting Mortgagor, or to which Mortgagor and/or Indemnitor is a party or by which affects Mortgagor or its properties are bound, which prohibit or limit the Mortgagor and/or Indemnitor execution of any of the Loan Documents, or the Premisesperformance and observance by Mortgagor of any of the covenants, agreements, conditions or other provisions of any part thereofof the Loan Documents, and such actions by Mortgagor will not violate any law, ordinance, rule, regulation, order, judgment, injunction or decree presently in effect or the adoption of which is known to Mortgagor to be presently under consideration; (ge) it will preserve such title, and forever warrant and defend the same and the Ground Lease to the Mortgagee, and will forever warrant and defend the validity and priority of the lien hereof against the claims of all persons and parties whomsoever; (h) the Mortgagor and Indemnitor each is now able to meet their respective its debts as they mature, the fair market value of their respective its assets exceeds their respective liabilities, its liabilities and no bankruptcy or insolvency cases or proceedings are pending pending, or contemplated to the knowledge of Mortgagor contemplated, by or against the Mortgagor and/or IndemnitorMortgagor; (if) all reports, statements and other data furnished to Mortgagee by the Mortgagor and/or Indemnitor in connection with the loan evidenced by the Note or any members of Mortgagor are true and true, correct and complete in all material respects and do not omit to state any fact or circumstance necessary to make the statements contained therein not materially misleading; and (jg) to the knowledge of Mortgagor, there are no actions, suitssuits or proceedings pending, or proceedings pending to the knowledge of Mortgagor threatened, against or affecting the Mortgagor or the Mortgaged PropertyProperty in any court or before any governmental authority, nor is Mortgagor in default with respect to any order of any court or governmental authority; (h) all costs incurred prior to the date hereof in connection with any construction of, in or on any Improvements or in connection with the purchase of any Equipment have been paid; (i) the Land has frontage on, and direct access for ingress and egress to, a publicly xxxxxxxxx xxxxxx xx xxxxxxx; (x) electric, gas, septic, water and telephone facilities and any other necessary utilities presently are available in sufficient capacity to service the Mortgaged Property satisfactorily until the Indebtedness shall have been paid in full, and any easements necessary to the furnishing of such utility service to the Mortgaged Property have been obtained and duly recorded; and (k) Mortgagor has not received any notice of default, or any notice of the existence of any state of facts which, with notice or the passage of time, or both, would constitute a default, under any instrument evidencing or securing any indebtedness of Mortgagor.

General Representations, Covenants and Warranties. 2.2.1. The Mortgagor represents represents, covenants and warrants that: (a) it Revel AC has a good and marketable title to an indefeasible fee estate in Parcel Three the Site and it the REG Lessee has a good and marketable title to a an indefeasible leasehold estate in Parcel One and Parcel Twothe Site, subject to no lien, charge or encumbrance, except for Permitted Encumbrances; (b) it owns the Building Service Equipment and Furnishings in each case free and clear of all liens encumbrances except Permitted Liens, and claims other than that it has the right to hold, occupy and enjoy its interest in favor of the Mortgagee; (c) this Mortgage is Mortgaged Property, and will remain a valid has good right, full power and enforceable first lien on lawful authority to subject the Mortgaged Property subject only to the exceptions referred to above; (d) the execution and delivery Lien of this Mortgage and pledge the Note same as provided herein and Mortgagee may during the continuance of an Event of Default peaceably and quietly enter upon, hold, occupy and enjoy the entire Mortgaged Property in accordance with the terms hereof; (b) REG Lessee is the owner of the lessee’s interest under the REG Lease and the holder of the estate thereunder, and has good right to grant, bargain, sell, convey, transfer, and assign the same as security under this Mortgage; and (c) other than would not be reasonably expected to result in a Material Adverse Effect, no part of the Mortgaged Property has been duly authorized by the Mortgagordamaged, the Managing Member and Acadiadestroyed, the Managing Member's general partnercondemned or abandoned, and that there is no provision in any document that evidences or establishes the existence other than those portions of the Mortgagor, Managing Member or Acadia requiring further consent for such action by any other entity or person; (e) Mortgagor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of New York; Managing Member is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, and is in good standing in the State of New York, and is authorized to conduct business in the State of New York; and the General Partner is a trust duly formed, validly existing and in good standing under the laws of the State of Maryland, and is in good standing in the State of New York, and is authorized to conduct business in the State of New York; (f) Mortgagor and Indemnitor each has Mortgaged Property that (i) all necessary licenses, authorizations, registrations, permits and/or approvals and have been the subject of condemnation proceedings that have resulted in the conveyance of the applicable award with respect to such portion of the Mortgaged Property to the Mortgagor in accordance with the Loan Documents for application in accordance with the Loan Documents; or (ii) full power and authority to own its properties and carry on its business as presently conducted and the execution and delivery by it of and performance of its obligations under, this Mortgage, the Note and the other Loan Documents to which it is have been demolished in a party will manner that does not result in the Mortgagor and/or Indemnitor being in default under any provisions of any document which evidences or establishes the existence of the Mortgagor and/or the Indemnitor or of any mortgage, credit or other agreement to which Mortgagor and/or Indemnitor is a party or which affects the Mortgagor and/or Indemnitor or the Premises, or any part thereof; (g) it will preserve such title, and forever warrant and defend the same and the Ground Lease to the Mortgagee, and will forever warrant and defend the validity and priority of the lien hereof against the claims of all persons and parties whomsoever; (h) the Mortgagor and Indemnitor each is now able to meet their respective debts as they mature, the fair market value of their respective assets exceeds their respective liabilities, and no bankruptcy or insolvency proceedings are pending or contemplated by or against the Mortgagor and/or Indemnitor; (i) all reports, statements and other data furnished by the Mortgagor and/or Indemnitor in connection conflict with the loan evidenced by the Note are true and correct and complete in all material respects and do not omit to state any fact or circumstance necessary to make the statements contained therein not materially misleading; and (j) to the knowledge of Mortgagor, there are no actions, suits, or proceedings pending against or affecting the Mortgagor or the Mortgaged PropertyLoan Documents.

General Representations, Covenants and Warranties. 2.2.1. The Mortgagor represents Trustor or its counsel represents, covenants and warrants that: (a) it Showboat, Inc. has a good and marketable title to an indefeasible fee estate in Parcel Three and it has a good and marketable title to a leasehold estate in Parcel One and Parcel Twothe Land, subject to no lien, charge or encumbrance, except for Permitted Encumbrances; (b) it owns the Building Service Equipment and Furnishings free and clear of all liens and claims other than in favor of the Mortgagee; (c) this Mortgage is and will remain a valid and enforceable first lien on the Mortgaged Property subject only to the exceptions referred to above; (d) the execution and delivery of this Mortgage and the Note has been duly authorized by the Mortgagor, the Managing Member and Acadia, the Managing Member's general partnerencumbrances except Permitted Liens, and that there is no provision it has the right to hold, occupy and enjoy its interest in any document that evidences or establishes the existence of the Mortgagor, Managing Member or Acadia requiring further consent for such action by any other entity or person; (e) Mortgagor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of New York; Managing Member is a limited partnership duly formed, validly existing and in good standing under the laws of the State of DelawareTrust Estate, and is in has good standing in the State of New Yorkright, and is authorized to conduct business in the State of New York; and the General Partner is a trust duly formed, validly existing and in good standing under the laws of the State of Maryland, and is in good standing in the State of New York, and is authorized to conduct business in the State of New York; (f) Mortgagor and Indemnitor each has (i) all necessary licenses, authorizations, registrations, permits and/or approvals and (ii) full power and lawful authority to own its properties subject the Trust Estate to the Lien of this Deed of Trust and carry on its business pledge the same as presently conducted provided herein and, subject to the Gaming Control Acts, Beneficiary may at all times peaceably and quietly enter upon, hold, occupy and enjoy the execution and delivery by it of and performance of its obligations under, this Mortgage, entire Trust Estate in accordance with the Note and the other Loan Documents to which it is a party will not result in the Mortgagor and/or Indemnitor being in default under any provisions of any document which evidences or establishes the existence of the Mortgagor and/or the Indemnitor or of any mortgage, credit or other agreement to which Mortgagor and/or Indemnitor is a party or which affects the Mortgagor and/or Indemnitor or the Premises, or any part thereofterms hereof; (gb) it will preserve such title, and forever warrant and defend the same and the Ground Lease to the Mortgagee, and will forever warrant and defend the validity and priority neither Trustor nor any Affiliate of the lien hereof against the claims of all persons and parties whomsoever; (h) the Mortgagor and Indemnitor each Trustor is now able to meet their respective debts as they mature, the fair market value of their respective assets exceeds their respective liabilities, Insolvent and no bankruptcy or insolvency proceedings are pending or contemplated by or, to the best of Trustor's knowledge, against Trustor or against the Mortgagor and/or Indemnitorany Affiliate of Trustor; (ic) all reportscosts arising from construction of any Improvements, statements the performance of any labor and other data furnished by the Mortgagor and/or Indemnitor purchase of all Tangible Collateral and Improvements have been or shall be paid when due unless same are being contested in connection with good faith and adequately bonded; (d) the loan evidenced by Land has frontage on, and direct access for ingress and egress to dedicated street(s); (e) Trustor shall at all times conduct and operate the Note are true and correct and complete Trust Estate in all a manner so as not to lose the right to conduct gaming activities at the Las Vegas Showboat; (f) no material respects and do not omit to state any fact part of the Trust Estate has been damaged, destroyed, condemned or circumstance necessary to make the statements contained therein not materially misleadingabandoned; and (jg) to no part of the Trust Estate is the subject of condemnation proceedings and Trustor has no knowledge of Mortgagor, there are no actions, suits, any contemplated or proceedings pending against or affecting condemnation proceeding with respect to any portion of the Mortgagor or the Mortgaged PropertyTrust Estate.

General Representations, Covenants and Warranties. 2.2.1. The Mortgagor represents Trustor represents, covenants and warrants that: (a) it all of Trustor's representations and warranties contained in the Credit Agreement are true, correct and complete; (b) Trustor has a good and marketable title to an indefeasible fee estate in Parcel Three and it has a good and marketable title to a leasehold estate in Parcel One and Parcel Twothe Site, subject to no lien, charge or encumbrance, except for Permitted Encumbrances; (b) it owns the Building Service Equipment and Furnishings free and clear of all liens encumbrances except the Permitted Liens and claims other than the Permitted Encumbrances, and that it has the right to hold, occupy and enjoy its interest in favor the Trust Estate, and has good right, full power and lawful authority to subject the Trust Estate to the Lien of this Deed of Trust and to pledge the Mortgageesame as provided herein and Beneficiary may at all times peaceably and quietly enter upon, hold, occupy and enjoy the entire Trust Estate in accordance with the terms hereof; (c) this Mortgage is all costs arising from construction of any Improvements, the performance of any labor and will remain a valid the purchase of all Tangible Collateral and enforceable first lien on the Mortgaged Property Improvements have been or shall be paid when due (subject only to the exceptions referred to aboveprovisions of the Disbursement Agreement, the Credit Agreement and this Deed of Trust); (d) the execution and delivery of this Mortgage and the Note Site has been duly authorized by the Mortgagor, the Managing Member and Acadia, the Managing Member's general partnerfrontage on, and that there is no provision in any document that evidences or establishes the existence of the Mortgagor, Managing Member or Acadia requiring further consent direct access for such action by any other entity or personingress and egress to dedicated street(s); (e) Mortgagor is Trustor shall at all times conduct and operate the Trust Estate in a limited liability company duly formedmanner so as not to lose, validly existing and in good standing under or permit its affiliate to lose the laws of the State of New York; Managing Member is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, and is in good standing in the State of New York, and is authorized right to conduct business in gaming activities at the State of New YorkMain Project; and the General Partner is a trust duly formed, validly existing and in good standing under the laws of the State of Maryland, and is in good standing in the State of New York, and is authorized to conduct business in the State of New York; (f) Mortgagor Trustor acknowledges and Indemnitor each agrees that it presently uses, and has (i) all necessary licenses, authorizations, registrations, permits and/or approvals and (ii) full power and authority to own its properties and carry on its business as presently conducted and the execution and delivery by it of and performance of its obligations under, this Mortgage, the Note and the other Loan Documents to which it is a party will not result in the Mortgagor and/or Indemnitor being in default under any provisions of any document which evidences past used, certain trade or establishes the existence of the Mortgagor and/or the Indemnitor or of any mortgage, credit or other agreement to which Mortgagor and/or Indemnitor is a party or which affects the Mortgagor and/or Indemnitor or the Premises, or any part thereof; (g) it will preserve such title, and forever warrant and defend the same and the Ground Lease to the Mortgagee, and will forever warrant and defend the validity and priority of the lien hereof against the claims of all persons and parties whomsoever; (h) the Mortgagor and Indemnitor each is now able to meet their respective debts as they mature, the fair market value of their respective assets exceeds their respective liabilities, and no bankruptcy or insolvency proceedings are pending or contemplated by or against the Mortgagor and/or Indemnitor; (i) all reports, statements and other data furnished by the Mortgagor and/or Indemnitor fictitious names in connection with the loan evidenced by operation of the Note are true business at the Trust Estate, including the names "Aladdin," (all of the foregoing, collectively, the "Enumerated Names"). For all purposes under this Deed of Trust it shall be deemed that the term "Trustor" includes, in addition to "Aladdin Gaming, LLC," all trade or fictitious names (including without limitation, all filings with Xxxxx County, Nevada for fictitious names as d/b/a's) that Aladdin (or any successor or assign thereof) now or hereafter uses, or has in the past used, including, without limitation, the Enumerated Names, with the same force and correct and complete effect as if this Deed of Trust had been executed in all material respects and do not omit such names (in addition to state any fact or circumstance necessary to make the statements contained therein not materially misleading; and (j) to the knowledge of Mortgagor"Aladdin Gaming, there are no actions, suits, or proceedings pending against or affecting the Mortgagor or the Mortgaged PropertyLLC").

General Representations, Covenants and Warranties. 2.2.1. The Mortgagor represents Trustor represents, covenants and warrants that: (aA) it Trustor has a good and marketable title to an indefeasible fee estate in Parcel Three the Fee Land and it has a good and marketable title to a an indefeasible leasehold estate in Parcel One and Parcel Twothe Leased Land, subject to no lien, charge or encumbrance, except for Permitted Encumbrances; (b) it owns the Building Service Equipment and Furnishings free and clear of all liens and claims other than in favor of the Mortgagee; (c) this Mortgage is and will remain a valid and enforceable first lien on the Mortgaged Property subject only to the exceptions referred to above; (d) the execution and delivery of this Mortgage and the Note has been duly authorized by the Mortgagor, the Managing Member and Acadia, the Managing Member's general partnerencumbrances except Permitted Liens, and that there is no provision it has the right to hold, occupy and enjoy its interest in any document that evidences or establishes the existence of the Mortgagor, Managing Member or Acadia requiring further consent for such action by any other entity or person; (e) Mortgagor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of New York; Managing Member is a limited partnership duly formed, validly existing and in good standing under the laws of the State of DelawareTrust Estate, and is in has good standing in the State of New Yorkright, and is authorized to conduct business in the State of New York; and the General Partner is a trust duly formed, validly existing and in good standing under the laws of the State of Maryland, and is in good standing in the State of New York, and is authorized to conduct business in the State of New York; (f) Mortgagor and Indemnitor each has (i) all necessary licenses, authorizations, registrations, permits and/or approvals and (ii) full power and lawful authority to own its properties subject the Trust Estate to the Lien of this Deed of Trust and carry on its business pledge the same as presently conducted provided herein and Beneficiary may at all times peaceably and quietly enter upon, hold, occupy and enjoy the execution and delivery by it of and performance of its obligations under, this Mortgage, entire Trust Estate in accordance with the Note and the other Loan Documents to which it is a party will not result in the Mortgagor and/or Indemnitor being in default under any provisions of any document which evidences or establishes the existence of the Mortgagor and/or the Indemnitor or of any mortgage, credit or other agreement to which Mortgagor and/or Indemnitor is a party or which affects the Mortgagor and/or Indemnitor or the Premises, or any part thereofterms hereof; (gb) it will preserve such title, and forever warrant and defend the same and the Ground Lease to the Mortgagee, and will forever warrant and defend the validity and priority neither Trustor nor any Affiliate of the lien hereof against the claims of all persons and parties whomsoever; (h) the Mortgagor and Indemnitor each Trustor is now able to meet their respective debts as they mature, the fair market value of their respective assets exceeds their respective liabilities, Insolvent and no bankruptcy or insolvency proceedings are pending or contemplated by or, to the best of Trustor's knowledge, against Trustor or against any Affiliate of Trustor; (c) all costs arising from construction of any Improvements, the Mortgagor and/or Indemnitorperformance of any labor and the purchase of all Tangible Collateral and Improvements have been or shall be paid when due; (d) the Land has frontage on, and direct access for ingress and egress to dedicated street(s), either directly or through an easement; (e) Trustor shall at all times conduct and operate the Trust Estate in a manner so as not to lose the right to conduct gaming activities at the Resorts; (f) no material part of the Trust Estate has been damaged, destroyed, condemned or abandoned, other than those portions of the Trust Estate that have been the subject of condemnation proceedings that have resulted in the conveyance of such portion of the Trust Estate to Trustor; (g) no part of the Trust Estate is the subject of condemnation proceedings, and Trustor has no knowledge of any contemplated or pending condemnation proceeding with respect to any portion of the Trust Estate; (h) the Leases are in full force and effect without any defaults by any parties thereto and Trustor is the holder of the lessee's or tenant's interest thereunder; and (i) the Trust Estate and all reportsstructures, statements equipment, fixtures or activities thereon are in compliance with all applicable zoning and other data furnished by the Mortgagor and/or Indemnitor in connection with the loan evidenced by the Note are true land use ordinances and correct regulations, building codes, and complete in all material respects and do not omit to state any fact or circumstance necessary to make the statements contained therein not materially misleading; and (j) to the knowledge of Mortgagor, there are no actions, suits, or proceedings pending against or affecting the Mortgagor or the Mortgaged Propertyfire codes.

General Representations, Covenants and Warranties. 2.2.1. The Mortgagor represents represents, covenants and warrants that: (a) it Mortgagor has a good and marketable leasehold title to an indefeasible fee a Leasehold estate in Parcel Three a portion of the Land, free and clear of all encumbrances except Permitted Liens, and that it has a the right to hold, occupy and enjoy its interest in the Mortgaged Property, and has good right, full power and lawful authority to mortgage and pledge the same as provided herein and, subject to the Gaming Control Acts, Mortgagee may at all times peaceably and quietly enter upon, hold, occupy and enjoy the entire Mortgaged Property in accordance with the terms hereof; (b) Mortgagor has good and marketable title to a leasehold fee estate (subject and subordinate to a reversionary interest of the Housing Authority of the City of Atlantic City in Parcel One and Parcel Twocertain of the real property described on Schedule A) in that portion of the Land which is not covered by the Resorts Lease, subject to no lien, charge or encumbrance, except for Permitted Encumbrances; (b) it owns the Building Service Equipment and Furnishings free and clear of all liens encumbrances except Permitted Liens, and claims other than that it has the right to hold, occupy and enjoy its interest in favor of the MortgageeMortgaged Property, and has good right, full power and lawful authority to mortgage and pledge the same as provided herein and Mortgagee may at all times peaceably and quietly enter upon, hold, occupy and enjoy the entire Mortgaged Property in accordance with the terms hereof; (c) this Mortgage is and will remain a valid and enforceable first lien on the Mortgaged Property subject only to the exceptions referred to above; (d) the execution and delivery neither Mortgagor nor any Affiliate of this Mortgage and the Note has been duly authorized by the Mortgagor, the Managing Member and Acadia, the Managing Member's general partner, and that there is no provision in any document that evidences or establishes the existence of the Mortgagor, Managing Member or Acadia requiring further consent for such action by any other entity or person; (e) Mortgagor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of New York; Managing Member is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, and is in good standing in the State of New York, and is authorized to conduct business in the State of New York; and the General Partner is a trust duly formed, validly existing and in good standing under the laws of the State of Maryland, and is in good standing in the State of New York, and is authorized to conduct business in the State of New York; (f) Mortgagor and Indemnitor each has (i) all necessary licenses, authorizations, registrations, permits and/or approvals and (ii) full power and authority to own its properties and carry on its business as presently conducted and the execution and delivery by it of and performance of its obligations under, this Mortgage, the Note and the other Loan Documents to which it is a party will not result in the Mortgagor and/or Indemnitor being in default under any provisions of any document which evidences or establishes the existence of the Mortgagor and/or the Indemnitor or of any mortgage, credit or other agreement to which Mortgagor and/or Indemnitor is a party or which affects the Mortgagor and/or Indemnitor or the Premises, or any part thereof; (g) it will preserve such title, and forever warrant and defend the same and the Ground Lease to the Mortgagee, and will forever warrant and defend the validity and priority of the lien hereof against the claims of all persons and parties whomsoever; (h) the Mortgagor and Indemnitor each is now able to meet their respective debts as they mature, the fair market value of their respective assets exceeds their respective liabilities, Insolvent and no bankruptcy or insolvency proceedings are pending or contemplated by or, to the best of Mortgagor's knowledge, against Mortgagor or against any Affiliate of Mortgagor; (d) all costs arising from construction of any Improvements, the performance of any labor and the purchase of all Tangible Collateral and Improvements have been or shall be paid when due, unless same are being contested in good faith and adequately bonded; (e) the Mortgaged Property has frontage on, and direct access for ingress and egress to dedicated street(s); (f) Mortgagor and/or Indemnitorshall at all times conduct and operate the Mortgaged Property in a manner so as not to lose the right to conduct gaming activities at the Atlantic City Showboat; (g) no material part of the Mortgaged Property has been damaged, destroyed, condemned or abandoned; (h) no part of the Mortgaged Property is the subject of condemnation proceedings and Mortgagor has no knowledge of any contemplated or pending condemnation proceeding with respect to any portion of the Mortgaged Property; (i) all reportsMortgagor shall warrant, statements defend and other data furnished by preserve its fee, easement and leasehold rights and title to the Mortgagor and/or Indemnitor in connection with the loan evidenced by the Note are true and correct and complete in all material respects and do not omit to state any fact or circumstance necessary to make the statements contained therein not materially misleading; Mortgaged Property and (j) no Space Lessee has been granted an option to the knowledge purchase or right of first refusal with respect to Mortgagor, there are no actions, suits, or proceedings pending against or affecting the Mortgagor or 's interest in the Mortgaged Property.

General Representations, Covenants and Warranties. 2.2.1. The Mortgagor warrants, represents and warrants covenants that: (a) it has a good Mortgagor fully warrants and marketable will forever defend the title to an indefeasible fee estate in Parcel Three the Property and it has the validity as a good and marketable title to a leasehold estate in Parcel One and Parcel Two, subject to no lien, charge or encumbrance, except for Permitted Encumbrances; (b) it owns the Building Service Equipment and Furnishings free and clear of all liens and claims other than second in favor of the Mortgagee; (c) this Mortgage is and will remain a valid and enforceable first lien on the Mortgaged Property subject priority only to the exceptions referred to above; (d) the execution and delivery of this Mortgage and the Note has been duly authorized by the Mortgagor, the Managing Member and Acadia, the Managing Member's general partnerIndenture, and that there is no provision in any document that evidences or establishes the existence of the Mortgagorsecurity interest, Managing Member or Acadia requiring further consent for such action by any other entity or person; (e) Mortgagor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of New York; Managing Member is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, and is in good standing in the State of New York, and is authorized to conduct business in the State of New York; and the General Partner is a trust duly formed, validly existing and in good standing under the laws of the State of Maryland, and is in good standing in the State of New York, and is authorized to conduct business in the State of New York; (f) Mortgagor and Indemnitor each has (i) all necessary licenses, authorizations, registrations, permits and/or approvals and (ii) full power and authority to own its properties and carry on its business as presently conducted and the execution and delivery by it of and performance of its obligations under, this Mortgage, the Note and the other Loan Documents to which it is a party will not result in the Mortgagor and/or Indemnitor being in default under any provisions of any document which evidences or establishes the existence of the Mortgagor and/or the Indemnitor or of any mortgage, credit or other agreement to which Mortgagor and/or Indemnitor is a party or which affects the Mortgagor and/or Indemnitor or the Premises, or any part thereof; (g) it will preserve such title, and forever warrant and defend the same and the Ground Lease to the Mortgagee, and will forever warrant and defend the validity enforceability and priority of the lien hereof and security interest created hereby against the claims of all persons whomsoever claiming or who may claim the same or any part thereof, subject only to those matters described in the Indenture ("Permitted Exceptions") and parties whomsoeverPermitted Liens (as defined in the Credit Agreement); (b) Mortgagor is seized of an indefeasible estate in fee simple in and to the land, buildings and all other parts of the Property constituting real property; (c) Except for Permitted Liens and Permitted Exceptions, Mortgagor has good and marketable title to the equipment and all other parts of the Property constituting personal property; (d) Mortgagor has good right, full power and lawful authority, without the joinder or consent of any person (other than the approval or consent of the Vermont Public Service Board and the approval of or waiver by the Connecticut Department of Public Utility Control), to mortgage, pledge, assign and grant a security in the Property pursuant to and as provided in this Mortgage; (e) Mortgagor may at all times peaceably and quietly enter upon, hold, occupy and enjoy the Property in accordance with this Mortgage; (f) The Property is free and clear of any and all liens, security interests, charges, encumbrances and claims of other persons, of any kind whatsoever, other than Permitted Exceptions and Permitted Liens (including, without limitation, the Indenture); (g) Except for the recording of this Mortgage and the filing of financing statements or certificates of mortgage, as the case may be, no registrations, recordings or filings are required to create a valid lien on and perfected security interest in the Property second in priority only to the Indenture; (h) Mortgagor will maintain and preserve the Mortgagor and Indemnitor each is now able Lien of this Mortgage until all of the Release Conditions (subject to meet their respective debts as they mature, the fair market value of their respective assets exceeds their respective liabilities, and no bankruptcy or insolvency proceedings certain partial releases approved by Mortgagee pursuant to Section 3.20 hereof) are pending or contemplated by or against the Mortgagor and/or Indemnitorsatisfied; (i) Mortgagor shall not make or enter into any lease of all reports, statements and or any part of the Property for rent or other data furnished consideration valued (as reasonably determined by Mortgagor) below the Mortgagor and/or Indemnitor in connection with fair market rental value of the loan evidenced by Property at the Note are true and correct and complete in all material respects and do not omit to state any fact or circumstance necessary to make the statements contained therein not materially misleadingtime such lease is executed; and (j) All costs incurred and which have become due and payable prior to the knowledge date hereof in connection with any construction of, in or on any improvements or in connection with the purchase of Mortgagor, there are no actions, suits, any improvements have been paid or proceedings pending against will be paid promptly when due or affecting the Mortgagor will be paid promptly following resolution of any good faith dispute or the Mortgaged Propertyprotest relating thereto. Section 1.4.

General Representations, Covenants and Warranties. 2.2.1. The Mortgagor represents Trustor represents, covenants and warrants that: (a) it Trustor has a good and marketable title to an indefeasible fee estate in Parcel Three and it has a good and marketable title to a leasehold estate in Parcel One and Parcel Twothe Site, subject to no lien, charge or encumbrance, except for Permitted Encumbrances; (b) it owns the Building Service Equipment and Furnishings free and clear of all liens and claims other than in favor of the Mortgagee; (c) this Mortgage is and will remain a valid and enforceable first lien on the Mortgaged Property subject only to the exceptions referred to above; (d) the execution and delivery of this Mortgage and the Note has been duly authorized by the Mortgagor, the Managing Member and Acadia, the Managing Member's general partnerencumbrances except Permitted Encumbrances, and that there is no provision it has the right to hold, occupy and enjoy its interest in any document that evidences or establishes the existence of the Mortgagor, Managing Member or Acadia requiring further consent for such action by any other entity or person; (e) Mortgagor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of New York; Managing Member is a limited partnership duly formed, validly existing and in good standing under the laws of the State of DelawareTrust Estate, and is in has good standing in the State of New Yorkright, and is authorized to conduct business in the State of New York; and the General Partner is a trust duly formed, validly existing and in good standing under the laws of the State of Maryland, and is in good standing in the State of New York, and is authorized to conduct business in the State of New York; (f) Mortgagor and Indemnitor each has (i) all necessary licenses, authorizations, registrations, permits and/or approvals and (ii) full power and lawful authority to own its properties subject the Trust Estate to the Lien of this Deed of Trust and carry on its business pledge the same as presently conducted provided herein and Beneficiary may at all times peaceably and quietly enter upon, hold, occupy and enjoy the execution and delivery by it of and performance of its obligations under, this Mortgage, entire Trust Estate in accordance with the Note and the other Loan Documents to which it is a party will not result in the Mortgagor and/or Indemnitor being in default under any provisions of any document which evidences or establishes the existence of the Mortgagor and/or the Indemnitor or of any mortgage, credit or other agreement to which Mortgagor and/or Indemnitor is a party or which affects the Mortgagor and/or Indemnitor or the Premises, or any part thereofterms hereof; (gb) it will preserve such title, and forever warrant and defend the same and the Ground Lease to the Mortgagee, and will forever warrant and defend the validity and priority of the lien hereof against the claims of all persons and parties whomsoever; (h) the Mortgagor and Indemnitor each Trustor is now able to meet their respective debts as they mature, the fair market value of their respective assets exceeds their respective liabilities, not Insolvent and no bankruptcy or insolvency proceedings are pending or contemplated by or or, to the best of Trustor's knowledge, threatened against the Mortgagor and/or IndemnitorTrustor; (ic) all reportscosts arising from construction of any Improvements, statements the performance of any labor and the purchase of all Tangible Collateral and Improvements have been or shall be paid when due (subject to the provisions of the Disbursement Agreement, the Mortgage Notes Indenture and this Deed of Trust); (d) the Land has direct access for ingress and egress to dedicated street(s); (e) Trustor shall at all times conduct and operate the Trust Estate in a manner so as not to lose, or permit its affiliate to lose, the right to conduct gaming activities at the Project; (f) no material part of the Trust Estate has been damaged, destroyed, condemned or abandoned, other data furnished by than those portions of the Mortgagor and/or Indemnitor Trust Estate that have been the subject of condemnation proceedings that have resulted in the conveyance of such portion of the Trust Estate to the Trustor; (g) no part of the Trust Estate is the subject of condemnation proceedings and Trustor has no knowledge of any contemplated or pending condemnation proceeding with respect to any portion of the Trust Estate; and (h) Trustor acknowledges and agrees that it presently may use, and in the past may have used, one or more of the trade or fictitious names, "Le Reve", "Xxxx Collection", "Wynn Resorts" and "Desert Inn" and in each case variations thereof (collectively, the "Enumerated Names") in connection with the loan evidenced by operation of the Note business at the Trust Estate, and Trustor further represents and warrants that the Enumerated Names are true the only such trade or fictitious names Trustor has so used. For all purposes under this Deed of Trust it shall be deemed that the term "Trustor" includes all trade or fictitious names that Palo, LLC (or any successor or assign thereof) now or hereafter uses, or has in the past used, including, without limitation, the Enumerated Names, with the same force and correct and complete effect as if this Deed of Trust had been executed in all material respects and do not omit such names (in addition to state any fact or circumstance necessary to make the statements contained therein not materially misleading; and (j) to the knowledge of Mortgagor"Palo, there are no actions, suits, or proceedings pending against or affecting the Mortgagor or the Mortgaged PropertyLLC").

General Representations, Covenants and Warranties. 2.2.1. The Mortgagor represents Trustor represents, covenants and warrants that: (a) it Trustor has a good and marketable title to an indefeasible fee estate in Parcel Three and it has a good and marketable title to a leasehold estate in Parcel One and Parcel Twothe Land, subject to no lien, charge or encumbrance, except for Permitted Encumbrances; (b) it owns the Building Service Equipment and Furnishings free and clear of all liens and claims other than in favor of the Mortgagee; (c) this Mortgage is and will remain a valid and enforceable first lien on the Mortgaged Property subject only to the exceptions referred to above; (d) the execution and delivery of this Mortgage and the Note has been duly authorized by the Mortgagor, the Managing Member and Acadia, the Managing Member's general partnerencumbrances except VCR Permitted Encumbrances, and that there is no provision it has the right to hold, occupy and enjoy its interest in any document that evidences or establishes the existence of the Mortgagor, Managing Member or Acadia requiring further consent for such action by any other entity or person; (e) Mortgagor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of New York; Managing Member is a limited partnership duly formed, validly existing and in good standing under the laws of the State of DelawareTrust Estate, and is in has good standing in the State of New Yorkright, and is authorized to conduct business in the State of New York; and the General Partner is a trust duly formed, validly existing and in good standing under the laws of the State of Maryland, and is in good standing in the State of New York, and is authorized to conduct business in the State of New York; (f) Mortgagor and Indemnitor each has (i) all necessary licenses, authorizations, registrations, permits and/or approvals and (ii) full power and lawful authority to own its properties subject the Trust Estate to the Lien of this Deed of Trust and carry on its business pledge the same as presently conducted provided herein and Beneficiary may at all times peaceably and quietly enter upon, hold, occupy and enjoy the execution and delivery by it of and performance of its obligations under, this Mortgage, entire Trust Estate in accordance with the Note and the other Loan Documents to which it is a party will not result in the Mortgagor and/or Indemnitor being in default under any provisions of any document which evidences or establishes the existence of the Mortgagor and/or the Indemnitor or of any mortgage, credit or other agreement to which Mortgagor and/or Indemnitor is a party or which affects the Mortgagor and/or Indemnitor or the Premises, or any part thereofterms hereof; (gb) it will preserve such title, and forever warrant and defend the same and the Ground Lease to the Mortgagee, and will forever warrant and defend the validity and priority of the lien hereof against the claims of all persons and parties whomsoever; (h) the Mortgagor and Indemnitor each Trustor is now able to meet their respective debts as they mature, the fair market value of their respective assets exceeds their respective liabilities, not Insolvent and no bankruptcy or insolvency proceedings are pending or contemplated by or or, to the best of Trustor's knowledge, threatened against the Mortgagor and/or IndemnitorTrustor; (ic) all reportscosts arising from construction of any Improvements, statements the performance of any labor and the purchase of all Tangible Collateral and Improvements have been or shall be paid when due (subject to the provisions of the Funding Agents' Disbursement and Administration Agreement, the Mortgage Notes Indenture and this Deed of Trust); (d) the Land has frontage on, and direct access for ingress and egress to dedicated street(s); (e) Trustor shall at all times conduct and operate the Trust Estate in a manner so as not to lose, or permit its affiliate to lose, the right to conduct gaming activities at the Project; (f) no material part of the Trust Estate has been damaged, destroyed, condemned or abandoned, other than those portions of the Trust Estate that have been the subject of condemnation proceedings that have resulted in the conveyance of such portion of the Trust Estate to the Trustor; (g) no part of the Trust Estate is the subject of condemnation proceedings, other than condemnation proceedings to convey Land to the Trustor, and Trustor has no knowledge of any contemplated or pending condemnation proceeding with respect to any portion of the Trust Estate other than condemnation proceedings to convey Land to the Trustor and other data furnished by than those proceedings set forth in Schedule C attached hereto; and (h) Trustor acknowledges and agrees that it presently uses, and has in the Mortgagor and/or Indemnitor past used, certain trade or fictitious names in connection with the loan evidenced by operation of the Note are true business at the Trust Estate, including the names listed on Schedule D attached hereto (all of the foregoing, collectively, the "Enumerated Names"). For all purposes under this Deed of Trust it shall be deemed that the term "Trustor" includes, in addition to "Venetian Casino Resort, LLC" and correct "Las Vegas Sands, Inc." all trade or fictitious names that Venetian Casino Resort, LLC or Las Vegas Sands, Inc. (or any successor or assign thereof) now or hereafter uses, or has in the past used, including, without limitation, the Enumerated Names, with the same force and complete effect as if this Deed of Trust had been executed in all material respects such names (in addition to "Venetian Casino Resort, LLC" and do not omit to state any fact or circumstance necessary to make the statements contained therein not materially misleading; and (j) to the knowledge of Mortgagor"Las Vegas Sands, there are no actions, suits, or proceedings pending against or affecting the Mortgagor or the Mortgaged PropertyInc.").