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TO HAVE AND TO HOLD the Subject Property unto Trustee, its successors and assigns, for the
<br />benefit of Beneficiary, its successors and assigns, under and subject to the terms and conditions of this Deed of
<br />Trust, and for the security and enforcement of the prompt and complete payment and performance when due of all
<br />of the Obligations and the performance and observance by Trustor of all covenants, obligations and conditions to be
<br />performed or observed by Trustor pursuant to the Loan Agreement, the Note, and the other Loan Documents.
<br />PROVIDED, HOWEVER, that this Deed of Trust is upon the condition that, if Trustor shall pay
<br />in full all of the Obligations and perform and observe all such covenants, obligations and conditions, this Deed of
<br />Trust shall cease, terminate pursuant to and in accordance with Section 6.2 and, thereafter, be of no further force
<br />effect (except as provided in Sections 4.1. 4.2 and 5.6 hereof); otherwise this Deed of Trust shall, remain and be in
<br />full force and effect. 14
<br />FURTHER PROVIDED, that Trustee and Beneficiary may from time to time release or reconvey
<br />all or a portion of the Subject Property, in accordance with the terms and conditions of the Loan Agreement and
<br />applicable law.
<br />TRUSTOR ADDITIONALLY COVENANTS AND AGREES WITH TRUSTEE AND
<br />BENEFICIARY AS FOLLOWS:
<br />ARTICLE I
<br />DEFINITIONS
<br />Section 1.1. Definitions. Capitalized terms used, but not otherwise defined herein, are
<br />defined in, or by reference to the Loan Agreement and have the same meanings herein as therein.
<br />ARTICLE II
<br />CERTAIN WARRANTIES AND COVENANTS OF TRUSTOR
<br />Section 2.1. Authority and Effectiveness.
<br />(a) Trustor represents, warrants and covenants that (i) Trustor is and shall be a corporation
<br />duly organized, validly existing and in good standing under the laws of its state of incorporation or organization,
<br />and qualified to do business and in good standing in the state in which the Property is located and has and will have
<br />all governmental licenses, authorizations, consents and other qualifications required to carry on its business as now
<br />conducted, to own the Subject Property and, to execute, deliver and perform this Deed of Trust; (ii) the execution,
<br />delivery and performance by Trustor of this Deed of Trust are within Trustor's corporate power, have been duly
<br />authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental
<br />body, agency or official and do not and will not contravene, or constitute a default under, any provision of the
<br />organizational documents of Trustor or of any agreement, judgment, injunction, order, decree or other instrument
<br />binding upon Trustor or relating to the Property; and (iii) this Deed of Trust constitutes a legal, valid, binding and
<br />enforceable agreement of Trustor.
<br />(b) Trustor shall cause the representations and warranties in subsection (a) of this Section to
<br />continue to be true in each and every respect at all times prior to the termination of this Deed of Trust.
<br />Section 2.2. Title and Further Assurances.
<br />(a) Trustor hereby represents and warrants to Beneficiary that:
<br />(i) Trustor is the owner of a valid and subsisting leasehold interest in the Land and
<br />the Improvements and holds good and marketable title to the Improvements, the Equipment and the
<br />Subject Property, free from all liens, security interests, Leases, charges or encumbrances whatsoever,
<br />except for such liens as are permitted under the Loan Agreement;
<br />111/150348.02.00 5
<br />010499/1956/35239.00196
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