OR SUBSEQUENTLY ARISING PORTIONS OF THE INDEBTEDNESS WITHOUT LOSS OF
PRIORITY UNTIL (A) THE INDEBTEDNESS IS FULLY AND FINALLY PAID, PERFORMED AND
SATISFIED, AND (B) ALL AGREEMENTS AND OBLIGATIONS, IF ANY, OF BENEFICIARY FOR
FURTHER ADVANCES OR FOR THE EXTENSION OF ADDITIONAL CREDIT HAVE BEEN TERMINATED
(INCLUDING, WITHOUT LIMITATION, ANY LOANS MADE BY BENEFICIARY TO GRANTOR EVEN IF
ADVANCES OR LOANS THEREUNDER SHALL BE OPTIONAL OR NON-OBLIGATORY), AND (C) THIS
DEED OF TRUST HAS BEEN RELEASED OF RECORD BY BENEFICIARY.
ARTICLE III
WARRANTIES AND REPRESENTATIONS
Grantor hereby unconditionally warrants and represents to Beneficiary, as of the
date hereof and at all times during the term of this Deed of Trust, as follows:
3.1
ORGANIZATION AND POWER. GRANTOR AND EACH CONSTITUENT PARTY THAT IS
NOT A NATURAL PERSON (A) IS DULY INCORPORATED OR DULY ORGANIZED WITH A LEGAL
STATUS SEPARATE FROM ITS AFFILIATES, VALIDLY EXISTING AND IN GOOD STANDING UNDER
THE LAWS OF THE STATE OF ITS FORMATION OR EXISTENCE, AND HAS COMPLIED WITH ALL
CONDITIONS PREREQUISITE TO ITS DOING BUSINESS IN THE STATE IN WHICH THE LAND IS
LOCATED, AND (B) HAS ALL REQUISITE POWER AND ALL GOVERNMENTAL CERTIFICATES OF
AUTHORITY, LICENSES, PERMITS, QUALIFICATIONS, AND DOCUMENTATION TO OWN, LEASE,
AND OPERATE ITS PROPERTIES AND TO CARRY ON ITS BUSINESS AS NOW BEING, AND AS
PROPOSED TO BE, CONDUCTED.
3.2
VALIDITY OF LOAN DOCUMENTS. THE EXECUTION, DELIVERY, AND
PERFORMANCE BY GRANTOR, AND BY EACH CONSTITUENT PARTY ON BEHALF OF GRANTOR, OF
AND UNDER THE LOAN DOCUMENTS (A) ARE WITHIN GRANTOR'S AND EACH CONSTITUENT
PARTY'S POWERS AND HAVE BEEN DULY AUTHORIZED BY GRANTOR'S AND EACH CONSTITUENT
PARTY'S BOARD OF DIRECTORS, SHAREHOLDERS, PARTNERS, MEMBERS, MANAGERS,
VENTURERS, TRUSTEES, OR OTHER NECESSARY PARTIES, AS THE CASE MAY BE, AND ALL
OTHER REQUISITE ACTION FOR SUCH AUTHORIZATION HAS BEEN TAKEN, (B) HAVE RECEIVED
ANY AND ALL REQUISITE PRIOR APPROVALS OF GOVERNMENTAL AUTHORITIES IN ORDER TO BE
LEGALLY BINDING AND ENFORCEABLE IN ACCORDANCE WITH THE TERMS THEREOF, AND
(C) WILL NOT VIOLATE, BE IN CONFLICT WITH, RESULT IN A BREACH OF, OR CONSTITUTE
(WITH DUE NOTICE OR LAPSE OF TIME, OR BOTH) A DEFAULT UNDER OR VIOLATION OF ANY
LEGAL REQUIREMENT OR RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN, CHARGE,
OR ENCUMBRANCE OF ANY NATURE WHATSOEVER UPON ANY OF GRANTOR'S PROPERTY OR
ASSETS, EXCEPT AS CONTEMPLATED BY THE PROVISIONS OF THE LOAN DOCUMENTS. THE LOAN
DOCUMENTS CONSTITUTE THE LEGAL, VALID, AND BINDING OBLIGATIONS OF GRANTOR
ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
8
3.3
TITLE AND LIEN. GRANTOR HAS GOOD AND INDEFEASIBLE TITLE TO THE
LAND, EXCEPT THE PERMITTED EXCEPTIONS. THIS DEED OF TRUST CONSTITUTES A VALID,
SUBSISTING FIRST LIEN ON THE LAND; A VALID, SUBSISTING FIRST PRIORITY SECURITY
INTEREST IN AND TO THE CONTRACTS; ALL IN ACCORDANCE WITH THE TERMS HEREOF, AND
ALL SUBJECT TO THE PERMITTED EXCEPTIONS.
3.4
BUSINESS PURPOSES. THE LOAN EVIDENCED BY THE NOTE IS SOLELY FOR
THE PURPOSE OF CARRYING ON OR ACQUIRING A BUSINESS OF GRANTOR, AND IS NOT FOR
PERSONAL, FAMILY, HOUSEHOLD, OR AGRICULTURAL PURPOSES. THE MORTGAGED