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<br />88- ~0002?
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<br />sums due or to become due or required to be paid under or in
<br />respect of the Loan and the Loan Agreement.
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<br />SECTION 1.2 Good Title and Hazardous Materials.
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<br />1.2.1 Mortgagor represents, warrants and
<br />covenants that: (i) on and as of the date hereof, it has a good
<br />and valid leasehold estate in the Premises and good title in and
<br />to the Personal Property, subject to no mortgage, pledge, security
<br />interest, encumbrance, lien or charge of any kind, including,
<br />without limitation, any conditional sale or other title retention
<br />agreement or lease in the nature thereof, any filing or agreement
<br />to file a financing statement as debtor under the Uniform Commer-
<br />cial Code or any similar statute other than to reflect ownership
<br />by a third party of property leased under a lease not in the
<br />nature of a conditional sale or title retention agreement, or any
<br />subordination arrangement in favor of any party other than Mortga-
<br />gor (collectively, "Liens"; each, a "Lien"), except for Permitted
<br />Liens listed on Exhibit B hereof; (ii) it will keep in effect all
<br />rights of way and appurtenant easements to or that constitute a
<br />part of the Premises; and (iii) this Deed of Trust creates and
<br />constitutes a valid and enforceable lien first in priority on and
<br />first security interest in the leasehold interest in the Mortgaged
<br />Property, subject only to the Permitted Liens (but not to exten-
<br />sions, amendments, supplements or replacements of the Permitted
<br />Liens unless consented to by Beneficiary), and Mortgagor does now
<br />and will forever warrant and defend to Beneficiary and the respec-
<br />ti ve successors and assigns of Beneficiary such title and the
<br />validi ty and priority of the lien hereby created and evidenced
<br />against the claims of all persons and parties whomsoever.
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<br />1.2.2 Mortgagor represents, warrants and cove-
<br />nants that neither the Mortgagor nor, to the best knowledge of the
<br />Mortgagor, any other person has ever caused or permi tted any
<br />Hazardous Material to be placed, held, located or disposed of on,
<br />under or at the Premises or any part thereof or into the atmo-
<br />sphere or any watercourse, body of water or wetlands, or any other
<br />real property legally or beneficially owned (or any interest or
<br />estate in which it owns or owned) by the Mortgagor, and neither
<br />the Premises or any part of it, nor any other real property
<br />legally or beneficially owned (or any interest or estate in which
<br />it owns or owned) by the Mortgagor has ever been used (whether by
<br />the Mortgagor or, to the best knowledge of the Mortgagor, by any
<br />other person) as a treatment, storage or disposal (whether perma-
<br />nent or temporary) site for any Hazardous Material. Mortgagor
<br />hereby indemnifies the Beneficiary and agrees to hold the Benefi-
<br />ciary harmless from and against any and all losses, liabilities,
<br />damages, injuries, costs, expenses and claims of any and every
<br />kind whatsoever (including, without limitation, court costs and
<br />attorneys' fees) which at any time or from time to time may be
<br />paid, incurred or suffered by, or asserted against, the Benefi-
<br />ciary for, with respect to, or as a direct or indirect result of,
<br />the pres'ence on or under, or the escape, seepage, leakage, spill-
<br />age, discharge, emission or release from the Premises or into or
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