right, title and interest of Trustee in the Mortgaged Property shall cease,
determine and become void, and upon proof being given to the satisfaction of
Trustee that the Obligations have been indefeasibly paid and satisfied, Trustee
or Beneficiary, as the case may be, shall, upon the receipt of the written
request of Grantor and at Grantor's cost and expense, cancel, release and
discharge this Deed of Trust.
ARTICLE 1.
REPRESENTATIONS, WARRANTIES AND COVENANTS
Grantor hereby unconditionally represents, warrants and covenants with and to
Trustee and Beneficiary as follows (which representations, warrants and
covenants have been and will continue to be relied upon by Beneficiary in making
loans and providing other financial accommodations to Grantor under the Credit
Documents):
1.1
PERFORMANCE OF CREDIT DOCUMENTS.
GRANTOR
SHALL PERFORM AND OBSERVE AND SHALL COMPLY WITH ALL PROVISIONS OF THIS DEED OF
TRUST AND THE OTHER CREDIT DOCUMENTS.
1.2
GENERAL REPRESENTATIONS, WARRANTIES AND
COVENANTS.
GRANTOR REPRESENTS, WARRANTS AND COVENANTS THAT:
(A)
GRANTOR IS SEIZED OF AN INDEFEASIBLE ESTATE IN FEE SIMPLE IN, AND
HAS GOOD AND ABSOLUTE TITLE TO, THE LAND AND HAS A GOOD, MERCHANTABLE AND
INSURABLE LEASEHOLD ESTATE IN THE INTERESTS, AND HAS GOOD RIGHT, FULL POWER AND
LAWFUL AUTHORITY TO MORTGAGE AND PLEDGE THE SAME
AS PROVIDED HEREIN AND
BENEFICIARY MAY AT ALL TIMES PEACEABLY AND QUIETLY ENTER UPON, HOLD, OCCUPY AND
ENJOY THE MORTGAGED PROPERTY IN ACCORDANCE WITH THE TERMS HEREOF;
(B)
THE MORTGAGED PROPERTY IS FREE AND CLEAR OF ALL LIENS,
ENCUMBRANCES AND EASEMENTS WHATSOEVER EXCEPT: (I) THE LIENS PERMITTED UNDER
SECTION 6.7 OF THE CREDIT AGREEMENT AND (II) THOSE LIENS, ENCUMBRANCES AND
EASEMENTS DESCRIBED IN EXHIBIT B, ATTACHED HERETO AND MADE A PART HEREOF (THE
"PERMITTED ENCUMBRANCES"), WHICH LIENS, ENCUMBRANCES AND EASEMENTS DO NOT
INTERFERE WITH THE USE OF THE MORTGAGED PROPERTY OR THE ORDINARY CONDUCT OF
GRANTOR'S BUSINESS AS PRESENTLY, OR PROPOSED TO BE, CONDUCTED THEREON AND DO NOT
IMPAIR THE VALUE OF THE AFFECTED PROPERTY;
(C)
GRANTOR WILL MAINTAIN AND PRESERVE THE LIEN OF THIS DEED OF TRUST
AS A FIRST AND PRIOR LIEN, SUBJECT ONLY TO THE PERMITTED ENCUMBRANCES, UNTIL THE
OBLIGATIONS SECURED HEREBY HAVE BEEN INDEFEASIBLY PAID IN FULL;
5
(D)
THIS DEED OF TRUST IS A VALID AND BINDING OBLIGATION ENFORCEABLE
IN ACCORDANCE WITH THE TERMS CONTAINED HEREIN, AND THE EXECUTION AND DELIVERY
HEREOF DOES NOT CONTRAVENE ANY CONTRACT OR AGREEMENT TO WHICH GRANTOR IS A PARTY
OR BY WHICH GRANTOR OR ANY OF ITS PROPERTIES MAY BE BOUND AND DOES NOT
CONTRAVENE ANY LAW, ORDER, DECREE, RULE OR REGULATION TO WHICH GRANTOR OR ITS
ASSETS AND PROPERTIES (INCLUDING, BUT NOT LIMITED TO, THE MORTGAGED PROPERTY) IS
SUBJECT;
(E)
ALL COSTS ARISING FROM CONSTRUCTION OF ANY IMPROVEMENTS AND THE
PURCHASE OF ALL EQUIPMENT LOCATED ON THE MORTGAGED PROPERTY HAVE BEEN PAID,
EXCEPT TO THE EXTENT ANY SUCH EQUIPMENT IS PURCHASED SUBJECT TO ANY LIEN
PERMITTED HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS;
(F)
ELECTRIC, GAS, SEWER, WATER FACILITIES AND ANY OTHER NECESSARY
UTILITIES ARE AS OF THE DATE HEREOF, AVAILABLE