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20��0491� <br />estate of Trustor in any of the property referred to above in this Section 1.2 is a leasehold estate, the lien and <br />security interest created hereby shall encumber and extend to all other or additional ritle, estates, interests or rights <br />which are now owned or may hereafter be acquired by Trustor in or to the property demised under the lease creating <br />the leasehold estate; and (� all assignments, modifications, amendments, extensions and renewals of the Ground <br />Lease and all credits, deposits, options, privileges and rights of Trustor as tenant under the Ground Lease, including, <br />but not lnnited to, rights of first refusal, if any, options to purchase, if any, and the right, if any, to renew or extend <br />the Ground Lease for a succeeding term or terms, and also including all the right, title, claim or demand whatsoever <br />of Trustor either in law or in equity, in possession or expectancy, of, in and to Trustor's right, as tenant under the <br />Gmund Lease, to elect under Section 365(h)(1) of the Bankruptcy Code, Title 11 U.S.C.A. §101 et. seg. (the <br />"Bankruptcv Code") to terminate or treat the Ground Lease as terminated in the event (i) of the bankruptcy, <br />reorganization or insolvency of the Trustor, and (ii) the rejection of the Ground Lease by the Trustor, as debtor in <br />possession, or by a trustee for the Trustor, pursuant to Section 365 of the Bankruptcy Code. All of the foregoing <br />real and personal property and intangible rights covered by and subject to this Deed of Trust aze herein collectively <br />referred to as the "Mortgaged Propertv". <br />Section 1.3 Security Interest. Trustor hereby grants to Beneficiary a security interest in all of the <br />Mortgaged Properiy which constitutes personal property subject to Article 9 of the Uniform Commercial Code or <br />fixtures as defined therein (herein sometimes collectively called the "Collateral"). In addirion to its rights hereunder <br />or otherwise, Beneficiary shall have all of the rights of a secured party under Article 9 of the Uniform Commercial <br />Code in force in any state to the extent the same is applicable law. <br />Section 1.4 Purpose. This Deed of Trust and the Obligations are executed and incurred for business <br />or agricultural purposes and not for personal, household or family purposes. <br />Section 1.5 Future Advances and Expenses. This Deed of Trust also secures the repayment of all <br />advances that Beneficiary may extend to Trustor under the Loan Agreement and the other Credit Documents. In <br />addition this Deed of Trust secures the repayment of a11 amounts expended by Beneficiary to perform Trustor's <br />covenants under this Deed of Trust or maintain, preserve, or dispose of the Mortgaged Properiy, together with <br />interest thereon from date of expenditure until repaid. <br />Section 1.6 Advances. This Deed of Trust is subject to the tertns of the Loan Ageement, which is a <br />loan agreement between Trustor and Beneficiary. Trustor acknowledges that in the event the Loan will be used for <br />the purchase of the Mortgaged Properiy, Lender may impose any reasonable restrictions or conditions in order to <br />insure that this Deed of Trust remains senior in priority to all other liens and encumbrances, including, but not <br />limited to mechanics' and materialmen's liens. The Loan represented by the Credit Documents matures on the dates <br />indicated in the recitals above. The Note and Loan Agreement requires Trustor to make payments to Beneficiary on <br />the terms provided therein. <br />ARTICLE 2- REPRESENTATIONS, WARRANTIES AND COVENANTS <br />Section 2.1 Trustor represents, warrants, and covenants as follows: <br />(a) Payment and Performance. Trustor will make due and punctual payment of the Obligations. <br />Trustor will timely and properly perform and comply with a11 of the covenants, agreements, and conditions imposed <br />upon it by this Deed of Trust and the other Credit Documents and will not permit a default to occur hereunder or <br />thereunder. Time shall be of the essence in this Deed of Trust. <br />(b) Title and Permitted Encumbrances. Trustor has, in Trustor's own right, and Trustor covenants <br />to maintain, good, valid and merchantable title to the Mortgaged Properly, free and clear of all liens, charges, <br />claims, security interests, and encumbrances except for Permitted Encumbrances. Trustor, and Trustor's successors <br />and assigns, will warrant and forever defend title to the Mortgaged Property, subject as aforesaid, to Beneficiary <br />against the claims and demands of all persons claiming or to claim the same or any part thereof. Trustor will <br />punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted <br />Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written <br />consent of Beneficiary. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver <br />by Beneficiary of any existing or future violation or other breach thereof by Trustor, with respect to the Mortgaged <br />Properiy or otherwise. No part of the Mortgaged Property constitutes all or any part of the homestead of Trustor. If <br />DOCS/1045503.1 <br />