Common use of Title, Etc Clause in Contracts

Title, Etc. (a) Grantor hereby represents and warrants to Lender and covenants and agrees that: (i) Grantor has good and marketable fee simple title to the Land and Improvements subject to no Lien, charge or Encumbrance except Permitted Encumbrances. (ii) This Deed of Trust is and will remain a valid and enforceable Lien on the Land and Improvements subject only to the Permitted Encumbrances. (iii) To Grantor’s knowledge, the Secured Property is free from any adverse Lien, security interest, Encumbrance or adverse claim thereon (except for the Lien created by this Deed of Trust and any Permitted Encumbrances). (iv) Grantor has good right, full power and lawful authority to convey the Secured Property pursuant to and in accordance with this Deed of Trust. (v) Grantor has good and marketable title to all Personal Property Collateral subject to no Lien, charge or Encumbrance other than this Deed of Trust and the Permitted Encumbrances, if any. (vi) To Grantor’s knowledge, all easement agreements encumbered hereby are valid, subsisting and in full force and effect, and Grantor is not in default thereunder and has performed in all material respects the terms thereof required to be performed through the date hereof, and has no knowledge of any default thereunder by any other party. (vii) Grantor will forever warrant and defend its title to the Secured Property, the rights of Lender therein under this Deed of Trust and the financing statements in favor of Lender covering any or all of the Personal Property Collateral and the validity and priority of the Lien of this Deed of Trust against the claims of all Persons except those having rights under the Permitted Encumbrances, if any, to the extent of those rights. (b) Grantor will, at its own expense, prosecute, appear in and defend any action or proceeding that might affect Lender’s security or the rights or powers of Lender or Trustee or that purports to affect any of the Secured Property. If Grantor fails to perform any of its covenants or agreements contained in this Deed of Trust or in any instrument secured hereby, or if any action or proceeding of any kind (including, but not limited to, any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding) is commenced, or if there occurs any other event that might affect Lender’s, Grantor’s or Trustee’s interest in the Secured Property or Lender’s right to enforce its security hereunder, then, Lender or Trustee may, after written notice to or demand upon Grantor concerning such failure of performance and otherwise without notice, which notice is hereby expressly waived, and at their option, make any appearances, disburse any sums and take any actions as may be necessary or reasonably desirable to protect or enforce the security of this Deed of Trust or to remedy the failure of Grantor to perform its covenants hereunder (without, however, waiving any default or Event of Default of Grantor). Xxxxxxx agrees to pay all out-of-pocket expenses of Xxxxxx and Trustee thus incurred (including but not limited to fees and disbursements of counsel). Any sums disbursed by Lender or Trustee will be additional indebtedness of Grantor secured by this Deed of Trust, will bear interest from the date of payment by Lender or Trustee at the Default Rate of interest in accordance with the provisions of the Note, and will be payable by Grantor upon demand. This Section 1.10(b) will not be construed to require Lender or Trustee to incur any expenses, make any appearances, or take any actions. IF XXXXXX IS MADE A PARTY TO ANY LITIGATION CONCERNING THIS DEED OF TRUST OR THE SECURED PROPERTY OR ANY PART THEREOF OR INTEREST THEREIN, OR THE OCCUPANCY THEREOF, THEN GRANTOR SHALL INDEMNIFY, DEFEND WITH COUNSEL SELECTED BY XXXXXX, PROTECT AND HOLD HARMLESS LENDER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSIGNS AND ANY SUCCESSORS TO XXXXXX’S INTEREST UNDER THE NOTE OR THIS DEED OF TRUST FROM AND AGAINST ALL LIABILITY, CLAIMS, DEMANDS, OBLIGATIONS, COSTS AND EXPENSES, BY REASON OF SAID LITIGATION, INCLUDING, WITHOUT LIMITATION, ACTUAL ATTORNEYS’ FEES (INCLUDING, WITHOUT LIMITATION, IN-HOUSE AND OUTSIDE COUNSELS’ FEES) AND EXPERTS’ FEES AND EXPENSES INCURRED BY XXXXXX IN SUCH LITIGATION, WHETHER OR NOT ANY SUCH LITIGATION IS PROSECUTED TO JUDGMENT, EXCEPT TO THE EXTENT THAT SUCH LIABILITY, CLAIM, DEMAND, OBLIGATION, COST OR EXPENSE WAS CAUSED SOLELY BY THE GROSS NEGLIGENCE, FRAUD, WILLFUL VIOLATION OF LAW OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY. If Lender commences an action against Grantor or appears in any bankruptcy, insolvency, reorganization or other proceeding for debtor relief to enforce any of the terms hereof or because of the breach by Grantor of any of the terms hereof, or for the recovery of any sum secured hereby, Grantor shall pay to Lender the cost of Lender’s actual documented attorneys’ fees (including, without limitation, in-house and outside counsels’ fees but without duplication) and experts’ fees and expenses, and the right to such actual documented attorneys’ fees (including, without limitation, in-house and outside counsels’ fees but without duplication) and experts’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. (c) Nothing herein, and no authority given to Grantor to repair, rebuild or restore the Secured Property or any portion thereof, shall be deemed to constitute Grantor the agent of Lender for any purpose, or to create, either expressly or by implication, any Liens or claims or rights on behalf of laborers, mechanics, materialmen or other Lien holders which could in any way be superior to the Lien or claim of Lender. (d) Grantor agrees to maintain and preserve its existence, rights and franchises material to its business and all rights, power and authority to perform its obligations under this Deed of Trust, the other Loan Documents and the Environmental Indemnity. (e) Until repayment of the Loan in full and the full payment and discharge of all other Secured Debt, the representations and warranties of Grantor contained herein, in each of the other Loan Documents and in the Environmental Indemnity shall remain true and correct in all material respects.

Title, Etc. (ai) Grantor hereby Mortgagor represents and warrants to Lender and covenants and agrees that: that (i) Grantor has good Mortgagor is lawfully seized and possessed of good, marketable and insurable fee simple title to the Land Premises and Improvements good sufficient and legal title to all other portions of the Mortgaged Property, in each case subject to no Lien, charge or Encumbrance except Liens other than Permitted Encumbrances. (ii) This Deed of Trust is Encumbrances and will remain a valid and enforceable Lien on the Land and Improvements subject only to the Permitted Encumbrances. (iii) To Grantor’s knowledge, it has the Secured Property is free from any adverse Lien, security interest, Encumbrance or adverse claim thereon (except for the Lien created by this Deed of Trust and any Permitted Encumbrances). (iv) Grantor has good right, full power and lawful authority to convey grant, bargain, sell, release, convey, warrant, assign, transfer, mortgage, pledge, set over and confirm unto Mortgagee the Secured Mortgaged Property pursuant to and in accordance with this Deed of Trustas hereinabove provided. (vii) Grantor has good Mortgagor shall, at Mortgagor’s sole cost and marketable expense, preserve Mortgagor’s title to all Personal the Mortgaged Property Collateral and the validity, enforceability and first priority of the lien of this Mortgage (subject to no Lien, charge or Encumbrance other than this Deed of Trust and the Permitted Encumbrances, if any. (vi) To Grantor’s knowledge, all easement agreements encumbered hereby are valid, subsisting and in full force and effect, and Grantor is not in default thereunder and has performed in all material respects the terms thereof required to be performed through the date hereof, and has no knowledge of any default thereunder by any other party. (vii) Grantor will shall forever warrant and defend its title the same to the Secured Property, the rights of Lender therein under this Deed of Trust and the financing statements in favor of Lender covering any or all of the Personal Property Collateral and the validity and priority of the Lien of this Deed of Trust Mortgagee against the claims of all Persons except those having rights under each and every Person claiming or threatening to claim the Permitted Encumbrances, if any, to the extent of those rightssame or any part thereof. (biii) Grantor willIf the lien or security interest created by this Mortgage, at its own expense, prosecute, appear in and defend any action or proceeding that might affect Lender’s security or the rights validity, enforceability or powers priority thereof or of Lender this Mortgage, or Trustee if title or that purports to affect any of the Secured rights of Mortgagor or Mortgagee in or to the Mortgaged Property. If Grantor fails to perform any of its covenants , shall be endangered or agreements contained in this Deed of Trust questioned, or in any instrument secured herebyshall be attacked directly or indirectly, or if any action or proceeding of is instituted against Mortgagor, Mortgagee or any kind (includingLender with respect thereto, but not limited to, any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding) is commenced, or if there occurs any other event that might affect Lender’s, Grantor’s or Trustee’s interest in the Secured Property or Lender’s right to enforce its security hereunder, then, Lender or Trustee may, after written notice to or demand upon Grantor concerning Mortgagor will promptly notify Mortgagee thereof and will diligently take such failure of performance and otherwise without notice, which notice is hereby expressly waived, and at their option, make any appearances, disburse any sums and take any actions action as may be necessary required to cure any defect that may be developed or reasonably desirable to protect or enforce the security of this Deed of Trust or to remedy the failure of Grantor to perform its covenants hereunder (without, however, waiving any default or Event of Default of Grantor). Xxxxxxx agrees to pay all out-of-pocket expenses of Xxxxxx and Trustee thus incurred (including but not limited to fees and disbursements of counsel). Any sums disbursed by Lender or Trustee will be additional indebtedness of Grantor secured by this Deed of Trust, will bear interest from the date of payment by Lender or Trustee at the Default Rate of interest in accordance with the provisions of the Noteclaimed, and will take all necessary and proper steps for the defense of such action or proceeding, including the employment of counsel, the prosecution or defense of litigation and (subject to Mortgagee’s approval, not to be payable by Grantor upon demand. This Section 1.10(bunreasonably withheld or delayed) will not be construed to require Lender the release or Trustee to incur any expenses, make any appearances, or take any actions. IF XXXXXX IS MADE A PARTY TO ANY LITIGATION CONCERNING THIS DEED OF TRUST OR THE SECURED PROPERTY OR ANY PART THEREOF OR INTEREST THEREIN, OR THE OCCUPANCY THEREOF, THEN GRANTOR SHALL INDEMNIFY, DEFEND WITH COUNSEL SELECTED BY XXXXXX, PROTECT AND HOLD HARMLESS LENDER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSIGNS AND ANY SUCCESSORS TO XXXXXX’S INTEREST UNDER THE NOTE OR THIS DEED OF TRUST FROM AND AGAINST ALL LIABILITY, CLAIMS, DEMANDS, OBLIGATIONS, COSTS AND EXPENSES, BY REASON OF SAID LITIGATION, INCLUDING, WITHOUT LIMITATION, ACTUAL ATTORNEYS’ FEES (INCLUDING, WITHOUT LIMITATION, IN-HOUSE AND OUTSIDE COUNSELS’ FEES) AND EXPERTS’ FEES AND EXPENSES INCURRED BY XXXXXX IN SUCH LITIGATION, WHETHER OR NOT ANY SUCH LITIGATION IS PROSECUTED TO JUDGMENT, EXCEPT TO THE EXTENT THAT SUCH LIABILITY, CLAIM, DEMAND, OBLIGATION, COST OR EXPENSE WAS CAUSED SOLELY BY THE GROSS NEGLIGENCE, FRAUD, WILLFUL VIOLATION OF LAW OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY. If Lender commences an action against Grantor or appears in any bankruptcy, insolvency, reorganization or other proceeding for debtor relief to enforce any of the terms hereof or because of the breach by Grantor discharge of any of the terms hereof, or for the recovery of any sum secured hereby, Grantor and all adverse claims. Mortgagee shall pay to Lender the cost of Lender’s actual documented attorneys’ fees (including, without limitation, in-house and outside counsels’ fees but without duplication) and experts’ fees and expenses, and have the right to appear in and defend any such actual documented attorneys’ fees actions or proceedings (including, without limitation, in-house and outside counsels’ fees but without duplication) and experts’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not originally named as a party to such action actions or proceedings) and is prosecuted hereby authorized and empowered (but shall not be obligated) to judgment. (c) Nothing hereintake such additional steps as it may deem necessary or proper, in the name and no authority given to Grantor to repair, rebuild or restore the Secured Property or any portion thereof, shall be deemed to constitute Grantor the agent of Lender for any purpose, or to create, either expressly or by implication, any Liens or claims or rights on behalf of laborersMortgagor, mechanicsfor the defense of any such action or proceeding or the protection of the lien, materialmen security interest, validity, enforceability or other Lien holders which could in any way be superior to the Lien priority of this Mortgage or claim of Lender. (d) Grantor agrees to maintain and preserve its existence, rights and franchises material to its business and all such title or rights, power and authority to perform its obligations under this Deed including the employment of Trustcounsel, the other Loan Documents institution, prosecution or defense of litigation, the compromise, release or discharge of such adverse claims, the purchase of any tax title and the Environmental Indemnityremoval of such prior liens and security interests. (e) Until repayment of the Loan in full and the full payment and discharge of all other Secured Debt, the representations and warranties of Grantor contained herein, in each of the other Loan Documents and in the Environmental Indemnity shall remain true and correct in all material respects.

Title, Etc. (a) Grantor hereby Mortgagor represents and warrants to Lender and covenants and agrees that: that (i) Grantor has good Mortgagor is lawfully seized and possessed of good, marketable and insurable fee simple title to the Land Premises and Improvements good sufficient and legal title to all other portions of the Mortgaged Property, in each case subject to no Lien, charge or Encumbrance except Liens other than Permitted Encumbrances. (ii) This Deed of Trust is Encumbrances and will remain a valid and enforceable Lien on the Land and Improvements subject only to the Permitted Encumbrances. (iii) To Grantor’s knowledge, it has the Secured Property is free from any adverse Lien, security interest, Encumbrance or adverse claim thereon (except for the Lien created by this Deed of Trust and any Permitted Encumbrances). (iv) Grantor has good right, full power and lawful authority to convey grant, bargain, sell, release, convey, warrant, assign, transfer, mortgage, pledge, set over and confirm unto Mortgagee the Secured Mortgaged Property pursuant to and in accordance with this Deed of Trust. (v) Grantor has good and marketable title to all Personal Property Collateral subject to no Lien, charge or Encumbrance other than this Deed of Trust and the Permitted Encumbrances, if any. (vi) To Grantor’s knowledge, all easement agreements encumbered hereby are valid, subsisting and in full force and effect, and Grantor is not in default thereunder and has performed in all material respects the terms thereof required to be performed through the date hereof, and has no knowledge of any default thereunder by any other party. (vii) Grantor will forever warrant and defend its title to the Secured Property, the rights of Lender therein under this Deed of Trust and the financing statements in favor of Lender covering any or all of the Personal Property Collateral and the validity and priority of the Lien of this Deed of Trust against the claims of all Persons except those having rights under the Permitted Encumbrances, if any, to the extent of those rightsas hereinabove provided. (b) Grantor willMortgagor shall, at its own Mortgagor’s sole cost and expense, prosecutepreserve Mortgagor’s title to the Mortgaged Property and the validity, appear in enforceability and first priority of the lien of this Mortgage (subject to the Permitted Encumbrances) and shall forever warrant and defend the same to Mortgagee against the claims of each and every Person claiming or threatening to claim the same or any action part thereof. (c) If the lien or proceeding that might affect Lender’s security interest created by this Mortgage, or the rights validity, enforceability or powers priority thereof or of Lender this Mortgage, or Trustee if title or that purports to affect any of the Secured rights of Mortgagor or Mortgagee in or to the Mortgaged Property. If Grantor fails to perform any of its covenants , shall be endangered or agreements contained in this Deed of Trust questioned, or in any instrument secured herebyshall be attacked directly or indirectly, or if any action or proceeding of is instituted against Mortgagor, Mortgagee or any kind (includingLender with respect thereto, but not limited to, any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding) is commenced, or if there occurs any other event that might affect Lender’s, Grantor’s or Trustee’s interest in the Secured Property or Lender’s right to enforce its security hereunder, then, Lender or Trustee may, after written notice to or demand upon Grantor concerning Mortgagor will promptly notify Mortgagee thereof and will diligently take such failure of performance and otherwise without notice, which notice is hereby expressly waived, and at their option, make any appearances, disburse any sums and take any actions action as may be necessary required to cure any defect that may be developed or reasonably desirable to protect or enforce the security of this Deed of Trust or to remedy the failure of Grantor to perform its covenants hereunder (without, however, waiving any default or Event of Default of Grantor). Xxxxxxx agrees to pay all out-of-pocket expenses of Xxxxxx and Trustee thus incurred (including but not limited to fees and disbursements of counsel). Any sums disbursed by Lender or Trustee will be additional indebtedness of Grantor secured by this Deed of Trust, will bear interest from the date of payment by Lender or Trustee at the Default Rate of interest in accordance with the provisions of the Noteclaimed, and will take all necessary and proper steps for the defense of such action or proceeding, including the employment of counsel, the prosecution or defense of litigation and (subject to Mortgagee’s approval, not to be payable by Grantor upon demand. This Section 1.10(bunreasonably withheld or delayed) will not be construed to require Lender the release or Trustee to incur any expenses, make any appearances, or take any actions. IF XXXXXX IS MADE A PARTY TO ANY LITIGATION CONCERNING THIS DEED OF TRUST OR THE SECURED PROPERTY OR ANY PART THEREOF OR INTEREST THEREIN, OR THE OCCUPANCY THEREOF, THEN GRANTOR SHALL INDEMNIFY, DEFEND WITH COUNSEL SELECTED BY XXXXXX, PROTECT AND HOLD HARMLESS LENDER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSIGNS AND ANY SUCCESSORS TO XXXXXX’S INTEREST UNDER THE NOTE OR THIS DEED OF TRUST FROM AND AGAINST ALL LIABILITY, CLAIMS, DEMANDS, OBLIGATIONS, COSTS AND EXPENSES, BY REASON OF SAID LITIGATION, INCLUDING, WITHOUT LIMITATION, ACTUAL ATTORNEYS’ FEES (INCLUDING, WITHOUT LIMITATION, IN-HOUSE AND OUTSIDE COUNSELS’ FEES) AND EXPERTS’ FEES AND EXPENSES INCURRED BY XXXXXX IN SUCH LITIGATION, WHETHER OR NOT ANY SUCH LITIGATION IS PROSECUTED TO JUDGMENT, EXCEPT TO THE EXTENT THAT SUCH LIABILITY, CLAIM, DEMAND, OBLIGATION, COST OR EXPENSE WAS CAUSED SOLELY BY THE GROSS NEGLIGENCE, FRAUD, WILLFUL VIOLATION OF LAW OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY. If Lender commences an action against Grantor or appears in any bankruptcy, insolvency, reorganization or other proceeding for debtor relief to enforce any of the terms hereof or because of the breach by Grantor discharge of any of the terms hereof, or for the recovery of any sum secured hereby, Grantor and all adverse claims. Mortgagee shall pay to Lender the cost of Lender’s actual documented attorneys’ fees (including, without limitation, in-house and outside counsels’ fees but without duplication) and experts’ fees and expenses, and have the right to appear in and defend any such actual documented attorneys’ fees actions or proceedings (including, without limitation, in-house and outside counsels’ fees but without duplication) and experts’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not originally named as a party to such action actions or proceedings) and is prosecuted hereby authorized and empowered (but shall not be obligated) to judgment. (c) Nothing hereintake such additional steps as it may deem necessary or proper, in the name and no authority given to Grantor to repair, rebuild or restore the Secured Property or any portion thereof, shall be deemed to constitute Grantor the agent of Lender for any purpose, or to create, either expressly or by implication, any Liens or claims or rights on behalf of laborersMortgagor, mechanicsfor the defense of any such action or proceeding or the protection of the lien, materialmen security interest, validity, enforceability or other Lien holders which could in any way be superior to the Lien priority of this Mortgage or claim of Lender. (d) Grantor agrees to maintain and preserve its existence, rights and franchises material to its business and all such title or rights, power and authority to perform its obligations under this Deed including the employment of Trustcounsel, the other Loan Documents institution, prosecution or defense of litigation, the compromise, release or discharge of such adverse claims, the purchase of any tax title and the Environmental Indemnityremoval of such prior liens and security interests. (e) Until repayment of the Loan in full and the full payment and discharge of all other Secured Debt, the representations and warranties of Grantor contained herein, in each of the other Loan Documents and in the Environmental Indemnity shall remain true and correct in all material respects.

Title, Etc. (a) Grantor hereby The Mortgagor represents and warrants to Lender and covenants and agrees that: (i) Grantor that it has good and marketable fee simple title in and to the Land Fee Property, and Improvements that it has a valid interest in the Ancillary Rights and Properties related to the Properties, in each case subject to no Lienmortgage, charge deed of trust, lien, pledge, charge, security interest or Encumbrance other encumbrance or adverse claim of any nature, except Permitted Encumbrances. those listed as exceptions to title in the title policy insuring the lien or estate created by this Mortgage. The Mortgagor represents and warrants that (iia) This Deed each Lease is in full force and effect and, to the Mortgagor’s knowledge, there are no defaults thereunder and no event has occurred and is continuing that with notice or lapse of Trust time or both could reasonably be expected to result in such a default and (b) the Mortgagor is lawfully seized and will remain possessed of a valid and enforceable Lien on the Land subsisting leasehold estate in and Improvements subject only to the Permitted Encumbrances. (iii) To Grantor’s knowledgeLeasehold Properties and is the owner of the related Ancillary Rights and Properties with respect to the Leases, the Secured Property is free from any adverse Lienin each case subject to no mortgage, deed of trust, lien, pledge, charge, security interest, Encumbrance interest or other encumbrance or adverse claim thereon of any nature (including, without limitation, any thereof affecting the fee title to the Leasehold Properties), except for those listed as exceptions to title in the Lien title policy insuring the lien or estate created by this Deed of Trust Mortgage. The Mortgagor represents and any Permitted Encumbrances). (iv) Grantor warrants that it has good right, the full power and lawful authority to convey grant, bargain, sell, release, convey, warrant, assign, transfer, mortgage, pledge, set over and confirm unto the Secured Property pursuant to Mortgagee the Mortgage Estate as hereinabove provided and in accordance with this Deed of Trust. (v) Grantor has good and marketable title to all Personal Property Collateral subject to no Lien, charge or Encumbrance other than this Deed of Trust and the Permitted Encumbrances, if any. (vi) To Grantor’s knowledge, all easement agreements encumbered hereby are valid, subsisting and in full force and effect, and Grantor is not in default thereunder and has performed in all material respects the terms thereof required to be performed through the date hereof, and has no knowledge of any default thereunder by any other party. (vii) Grantor warrants that it will forever warrant and defend its the title to the Secured Property, the rights of Lender therein under this Deed of Trust and the financing statements in favor of Lender covering any or all of the Personal Property Collateral Mortgage Estate and the validity and priority of the Lien of this Deed of Trust lien or estate hereof against the claims and demands of all Persons except those having rights under the Permitted Encumbrancespersons whomsoever, if any, subject to the extent of those rights. (b) Grantor will, at its own expense, prosecute, appear in and defend any action or proceeding that might affect Lender’s security or the rights or powers of Lender or Trustee or that purports exceptions to affect any of the Secured Property. If Grantor fails to perform any of its covenants or agreements contained in this Deed of Trust or in any instrument secured hereby, or if any action or proceeding of any kind (including, but not limited to, any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding) is commenced, or if there occurs any other event that might affect Lender’s, Grantor’s or Trustee’s interest title in the Secured Property title policy insuring the lien or Lender’s right to enforce its security hereunder, then, Lender or Trustee may, after written notice to or demand upon Grantor concerning such failure of performance and otherwise without notice, which notice is hereby expressly waived, and at their option, make any appearances, disburse any sums and take any actions as may be necessary or reasonably desirable to protect or enforce the security of this Deed of Trust or to remedy the failure of Grantor to perform its covenants hereunder (without, however, waiving any default or Event of Default of Grantor). Xxxxxxx agrees to pay all out-of-pocket expenses of Xxxxxx and Trustee thus incurred (including but not limited to fees and disbursements of counsel). Any sums disbursed by Lender or Trustee will be additional indebtedness of Grantor secured estate created by this Deed of Trust, will bear interest from the date of payment by Lender or Trustee at the Default Rate of interest in accordance with the provisions of the Note, and will be payable by Grantor upon demand. This Section 1.10(b) will not be construed to require Lender or Trustee to incur any expenses, make any appearances, or take any actions. IF XXXXXX IS MADE A PARTY TO ANY LITIGATION CONCERNING THIS DEED OF TRUST OR THE SECURED PROPERTY OR ANY PART THEREOF OR INTEREST THEREIN, OR THE OCCUPANCY THEREOF, THEN GRANTOR SHALL INDEMNIFY, DEFEND WITH COUNSEL SELECTED BY XXXXXX, PROTECT AND HOLD HARMLESS LENDER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSIGNS AND ANY SUCCESSORS TO XXXXXX’S INTEREST UNDER THE NOTE OR THIS DEED OF TRUST FROM AND AGAINST ALL LIABILITY, CLAIMS, DEMANDS, OBLIGATIONS, COSTS AND EXPENSES, BY REASON OF SAID LITIGATION, INCLUDING, WITHOUT LIMITATION, ACTUAL ATTORNEYS’ FEES (INCLUDING, WITHOUT LIMITATION, IN-HOUSE AND OUTSIDE COUNSELS’ FEES) AND EXPERTS’ FEES AND EXPENSES INCURRED BY XXXXXX IN SUCH LITIGATION, WHETHER OR NOT ANY SUCH LITIGATION IS PROSECUTED TO JUDGMENT, EXCEPT TO THE EXTENT THAT SUCH LIABILITY, CLAIM, DEMAND, OBLIGATION, COST OR EXPENSE WAS CAUSED SOLELY BY THE GROSS NEGLIGENCE, FRAUD, WILLFUL VIOLATION OF LAW OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY. If Lender commences an action against Grantor or appears in any bankruptcy, insolvency, reorganization or other proceeding for debtor relief to enforce any of the terms hereof or because of the breach by Grantor of any of the terms hereof, or for the recovery of any sum secured hereby, Grantor shall pay to Lender the cost of Lender’s actual documented attorneys’ fees (including, without limitation, in-house and outside counsels’ fees but without duplication) and experts’ fees and expenses, and the right to such actual documented attorneys’ fees (including, without limitation, in-house and outside counsels’ fees but without duplication) and experts’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgmentMortgage. (c) Nothing herein, and no authority given to Grantor to repair, rebuild or restore the Secured Property or any portion thereof, shall be deemed to constitute Grantor the agent of Lender for any purpose, or to create, either expressly or by implication, any Liens or claims or rights on behalf of laborers, mechanics, materialmen or other Lien holders which could in any way be superior to the Lien or claim of Lender. (d) Grantor agrees to maintain and preserve its existence, rights and franchises material to its business and all rights, power and authority to perform its obligations under this Deed of Trust, the other Loan Documents and the Environmental Indemnity. (e) Until repayment of the Loan in full and the full payment and discharge of all other Secured Debt, the representations and warranties of Grantor contained herein, in each of the other Loan Documents and in the Environmental Indemnity shall remain true and correct in all material respects.

Title, Etc. (a) Grantor hereby represents and warrants to Lender and covenants and agrees that: that (i) Grantor has good is lawfully seised and possessed of good, marketable and insurable fee simple title to the Land Fee-Owned Land, good, marketable and Improvements insurable leasehold title to the Leasehold Land, and good sufficient and legal title to all other portions of the Mortgaged Property, in each case subject to no Lien, charge or Encumbrance except Liens other than Permitted Encumbrances. Encumbrances and (ii) This Deed of Trust is and will remain a valid and enforceable Lien on it has the Land and Improvements subject only to the Permitted Encumbrances. (iii) To Grantor’s knowledge, the Secured Property is free from any adverse Lien, security interest, Encumbrance or adverse claim thereon (except for the Lien created by this Deed of Trust and any Permitted Encumbrances). (iv) Grantor has good right, full power and lawful authority to convey grant, bargain, sell, release, convey, warrant, assign, transfer, mortgage, pledge, set over and confirm unto Trustee the Secured Mortgaged Property pursuant to and in accordance with this Deed of Trust. (v) Grantor has good and marketable title to all Personal Property Collateral subject to no Lien, charge or Encumbrance other than this Deed of Trust and the Permitted Encumbrances, if any. (vi) To Grantor’s knowledge, all easement agreements encumbered hereby are valid, subsisting and in full force and effect, and Grantor is not in default thereunder and has performed in all material respects the terms thereof required to be performed through the date hereof, and has no knowledge of any default thereunder by any other party. (vii) Grantor will forever warrant and defend its title to the Secured Property, the rights of Lender therein under this Deed of Trust and the financing statements in favor of Lender covering any or all of the Personal Property Collateral and the validity and priority of the Lien of this Deed of Trust against the claims of all Persons except those having rights under the Permitted Encumbrances, if any, to the extent of those rightsas hereinabove provided. (b) Grantor willshall, at its own Grantor's sole cost and expense, prosecutepreserve Grantor's title to the Mortgaged Property and the validity, appear in enforceability and defend any action or proceeding that might affect Lender’s security or the rights or powers of Lender or Trustee or that purports to affect any first priority of the Secured Property. If Grantor fails to perform any lien of its covenants or agreements contained in this Deed of Trust (subject to the Permitted Encumbrances) and shall forever warrant and defend the same to Trustee and Beneficiary against the claims of each and every Person claiming or threatening to claim the same or any part thereof. (c) If the lien or security interest created by this Deed of Trust, or the validity, enforceability or priority thereof or of this Deed of Trust, or if title or any of the rights of Grantor, Trustee, Beneficiary or any Lender in any instrument secured herebyor to the Mortgaged Property, shall be endangered or questioned, or shall be attacked directly or indirectly, or if any action or proceeding of any kind (includingis instituted against Grantor, but not limited toTrustee or Beneficiary with respect thereto, any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding) is commenced, or if there occurs any other event that might affect Lender’s, Grantor’s or Trustee’s interest in the Secured Property or Lender’s right to enforce its security hereunder, then, Lender or Trustee may, after written notice to or demand upon Grantor concerning will promptly notify Beneficiary thereof and will diligently take such failure of performance and otherwise without notice, which notice is hereby expressly waived, and at their option, make any appearances, disburse any sums and take any actions action as may be required to cure any defect that may be developed or claimed, and will take all necessary and proper steps for the defense of such action or proceeding, including the employment of counsel, the prosecution or defense of litigation and (subject to Beneficiary's approval, not to be unreasonably withheld or delayed) the release or discharge of any and all adverse claims. Beneficiary shall have the right to appear in and defend any such actions or proceedings (whether or not originally named as a party to such actions or proceedings) and is hereby authorized and empowered (but shall not be obligated) to take such additional steps as it may deem necessary or reasonably desirable to protect proper, in the name and on behalf of Grantor, for the defense of any such action or enforce proceeding or the protection of the lien, security interest, validity, enforceability or priority of this Deed of Trust or to remedy of such title or rights, including the failure of Grantor to perform its covenants hereunder (without, however, waiving any default or Event of Default of Grantor). Xxxxxxx agrees to pay all out-of-pocket expenses of Xxxxxx and Trustee thus incurred (including but not limited to fees and disbursements employment of counsel). Any sums disbursed by Lender , the institution, prosecution or Trustee will be additional indebtedness defense of Grantor secured by this Deed litigation, the compromise, release or discharge of Trustsuch adverse claims, will bear interest from the date of payment by Lender or Trustee at the Default Rate of interest in accordance with the provisions of the Note, and will be payable by Grantor upon demand. This Section 1.10(b) will not be construed to require Lender or Trustee to incur any expenses, make any appearances, or take any actions. IF XXXXXX IS MADE A PARTY TO ANY LITIGATION CONCERNING THIS DEED OF TRUST OR THE SECURED PROPERTY OR ANY PART THEREOF OR INTEREST THEREIN, OR THE OCCUPANCY THEREOF, THEN GRANTOR SHALL INDEMNIFY, DEFEND WITH COUNSEL SELECTED BY XXXXXX, PROTECT AND HOLD HARMLESS LENDER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSIGNS AND ANY SUCCESSORS TO XXXXXX’S INTEREST UNDER THE NOTE OR THIS DEED OF TRUST FROM AND AGAINST ALL LIABILITY, CLAIMS, DEMANDS, OBLIGATIONS, COSTS AND EXPENSES, BY REASON OF SAID LITIGATION, INCLUDING, WITHOUT LIMITATION, ACTUAL ATTORNEYS’ FEES (INCLUDING, WITHOUT LIMITATION, IN-HOUSE AND OUTSIDE COUNSELS’ FEES) AND EXPERTS’ FEES AND EXPENSES INCURRED BY XXXXXX IN SUCH LITIGATION, WHETHER OR NOT ANY SUCH LITIGATION IS PROSECUTED TO JUDGMENT, EXCEPT TO THE EXTENT THAT SUCH LIABILITY, CLAIM, DEMAND, OBLIGATION, COST OR EXPENSE WAS CAUSED SOLELY BY THE GROSS NEGLIGENCE, FRAUD, WILLFUL VIOLATION OF LAW OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY. If Lender commences an action against Grantor or appears in any bankruptcy, insolvency, reorganization or other proceeding for debtor relief to enforce any of the terms hereof or because of the breach by Grantor purchase of any of the terms hereof, or for the recovery of any sum secured hereby, Grantor shall pay to Lender the cost of Lender’s actual documented attorneys’ fees (including, without limitation, in-house and outside counsels’ fees but without duplication) and experts’ fees and expenses, tax title and the right to such actual documented attorneys’ fees (including, without limitation, in-house and outside counsels’ fees but without duplication) and experts’ fees and expenses shall be deemed to have accrued on the commencement removal of such action, prior liens and shall be enforceable whether or not such action is prosecuted to judgmentsecurity interests. (c) Nothing herein, and no authority given to Grantor to repair, rebuild or restore the Secured Property or any portion thereof, shall be deemed to constitute Grantor the agent of Lender for any purpose, or to create, either expressly or by implication, any Liens or claims or rights on behalf of laborers, mechanics, materialmen or other Lien holders which could in any way be superior to the Lien or claim of Lender. (d) Grantor agrees to maintain and preserve its existence, rights and franchises material to its business and all rights, power and authority to perform its obligations under this Deed of Trust, the other Loan Documents and the Environmental Indemnity. (e) Until repayment of the Loan in full and the full payment and discharge of all other Secured Debt, the representations and warranties of Grantor contained herein, in each of the other Loan Documents and in the Environmental Indemnity shall remain true and correct in all material respects.

Title, Etc. (a) Grantor hereby Mortgagor represents and warrants to Lender and covenants and agrees that: that (i) Grantor Mortgagor owns and has good good, marketable and marketable insurable fee simple title in and to the Facility, free and clear of all covenants, liens, encumbrances, restrictions, easements and other matters affecting title other than the Permitted Encumbrances, and (ii) there are no outstanding options to purchase or rights of first refusal affecting the Facility. Mortgagor represents and warrants that (i) Mortgagor owns and has good marketable and insurable leasehold title in and to the Land and Improvements subject to no Lienthereon the Leasehold Estate, charge or Encumbrance except free and clear of all covenants, liens, encumbrances, restrictions, easements and other matters affecting title other than the Permitted Encumbrances, and (ii) there are no outstanding options to purchase or rights of first refusal except those given to Mortgagor under the express terms of the Ground Lease affecting the Leasehold Estate. (iib) This Deed of Trust Mortgagor represents and warrants that Mortgagor owns and has good axx xxxxxxte title to all existing persoxxx xxxxxrty and fixtures hereby mortgaged, or in which Mortgagor is and will remain hereby granting to Mortgagee a valid and enforceable Lien on the Land and Improvements security interest, subject only to the Permitted Encumbrances. The personal property and fixtures, hereby mortgaged or in which Mortgagor is hereby granting to Mortgagee a security interest, are fxxx xxx xlear of all liens, charges and encumbrances whatsoever, including, without limitation, conditional sales contracts, chattel mortgages, security agreements, financing statements and everything of a similar nature other than the Permitted Encumbrances. (iiic) To Grantor’s knowledge, Mortgagor represents and warrants that it has the Secured Property is free from any adverse Lien, security interest, Encumbrance or adverse claim thereon (except for the Lien created by this Deed of Trust and any Permitted Encumbrances). (iv) Grantor has good right, full power and lawful authority lawxxx xxxxxrity to convey grant, bargain, sell, release, convey, warrant, assign, transfer, mortgage, pledge, set over and confirm unto Mortgagee the Secured Mortgaged Property pursuant to and in accordance with this Deed of Trust. (v) Grantor has good and marketable title to all Personal Property Collateral subject to no Lien, charge or Encumbrance other than this Deed of Trust and the Permitted Encumbrances, if any. (vi) To Grantor’s knowledge, all easement agreements encumbered hereby are valid, subsisting and in full force and effectas hereinabove provided, and Grantor is not in default thereunder and has performed in all material respects the terms thereof required to be performed through the date hereof, and has no knowledge of any default thereunder by any other party. (viiii) Grantor that Mortgagor will forever warrant and defend its the title to the Secured Property, the rights of Lender therein under this Deed of Trust and the financing statements in favor of Lender covering any or all of the Personal Mortgaged Property Collateral and the validity and priority of the Lien of this Deed of Trust lien or estate hereof against the claims and demands of all Persons except those having rights under the Permitted Encumbrances, if any, to the extent of those rightswhomsoever. (b) Grantor will, at its own expense, prosecute, appear in and defend any action or proceeding that might affect Lender’s security or the rights or powers of Lender or Trustee or that purports to affect any of the Secured Property. If Grantor fails to perform any of its covenants or agreements contained in this Deed of Trust or in any instrument secured hereby, or if any action or proceeding of any kind (including, but not limited to, any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding) is commenced, or if there occurs any other event that might affect Lender’s, Grantor’s or Trustee’s interest in the Secured Property or Lender’s right to enforce its security hereunder, then, Lender or Trustee may, after written notice to or demand upon Grantor concerning such failure of performance and otherwise without notice, which notice is hereby expressly waived, and at their option, make any appearances, disburse any sums and take any actions as may be necessary or reasonably desirable to protect or enforce the security of this Deed of Trust or to remedy the failure of Grantor to perform its covenants hereunder (without, however, waiving any default or Event of Default of Grantor). Xxxxxxx agrees to pay all out-of-pocket expenses of Xxxxxx and Trustee thus incurred (including but not limited to fees and disbursements of counsel). Any sums disbursed by Lender or Trustee will be additional indebtedness of Grantor secured by this Deed of Trust, will bear interest from the date of payment by Lender or Trustee at the Default Rate of interest in accordance with the provisions of the Note, and will be payable by Grantor upon demand. This Section 1.10(b) will not be construed to require Lender or Trustee to incur any expenses, make any appearances, or take any actions. IF XXXXXX IS MADE A PARTY TO ANY LITIGATION CONCERNING THIS DEED OF TRUST OR THE SECURED PROPERTY OR ANY PART THEREOF OR INTEREST THEREIN, OR THE OCCUPANCY THEREOF, THEN GRANTOR SHALL INDEMNIFY, DEFEND WITH COUNSEL SELECTED BY XXXXXX, PROTECT AND HOLD HARMLESS LENDER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSIGNS AND ANY SUCCESSORS TO XXXXXX’S INTEREST UNDER THE NOTE OR THIS DEED OF TRUST FROM AND AGAINST ALL LIABILITY, CLAIMS, DEMANDS, OBLIGATIONS, COSTS AND EXPENSES, BY REASON OF SAID LITIGATION, INCLUDING, WITHOUT LIMITATION, ACTUAL ATTORNEYS’ FEES (INCLUDING, WITHOUT LIMITATION, IN-HOUSE AND OUTSIDE COUNSELS’ FEES) AND EXPERTS’ FEES AND EXPENSES INCURRED BY XXXXXX IN SUCH LITIGATION, WHETHER OR NOT ANY SUCH LITIGATION IS PROSECUTED TO JUDGMENT, EXCEPT TO THE EXTENT THAT SUCH LIABILITY, CLAIM, DEMAND, OBLIGATION, COST OR EXPENSE WAS CAUSED SOLELY BY THE GROSS NEGLIGENCE, FRAUD, WILLFUL VIOLATION OF LAW OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY. If Lender commences an action against Grantor or appears in any bankruptcy, insolvency, reorganization or other proceeding for debtor relief to enforce any of the terms hereof or because of the breach by Grantor of any of the terms hereof, or for the recovery of any sum secured hereby, Grantor shall pay to Lender the cost of Lender’s actual documented attorneys’ fees (including, without limitation, in-house and outside counsels’ fees but without duplication) and experts’ fees and expenses, and the right to such actual documented attorneys’ fees (including, without limitation, in-house and outside counsels’ fees but without duplication) and experts’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. (c) Nothing herein, and no authority given to Grantor to repair, rebuild or restore the Secured Property or any portion thereof, shall be deemed to constitute Grantor the agent of Lender for any purpose, or to create, either expressly or by implication, any Liens or claims or rights on behalf of laborers, mechanics, materialmen or other Lien holders which could in any way be superior to the Lien or claim of Lender. (d) Grantor agrees to maintain and preserve its existence, rights and franchises material to its business and all rights, power and authority to perform its obligations under this Deed of Trust, the other Loan Documents and the Environmental Indemnity. (e) Until repayment of the Loan in full and the full payment and discharge of all other Secured Debt, the representations and warranties of Grantor contained herein, in each of the other Loan Documents and in the Environmental Indemnity shall remain true and correct in all material respects.

Title, Etc. (a) Grantor hereby represents and warrants to Lender and covenants and agrees that: (i) Grantor IFTHLY: That the Mortgagor has a good and marketable fee simple title to the Land said lands; that it has the right to mortgage the said lands; that on default the Mortgagee shall have quiet possession of the said lands free from all encumbrances; that the Mortgagor will execute such further assurances of the said lands as may be requisite; and Improvements subject to that it has done no Lien, charge or Encumbrance except Permitted Encumbrances. (ii) This Deed of Trust is act and will remain a valid do no act to charge, mortgage or in any way encumber the said lands except with the consent of the Mortgagee first had and enforceable Lien obtained. S Rights of Mortgagee on Default IXTHLY: That if the Land Mortgagor shall make default in payment of any part of the said principal or interest or any moneys hereby secured or any part thereof at any day or time hereinbefore limited for payment thereof, or in the event of breach or default otherwise by the Mortgagor in respect of this Mortgagee: It shall and Improvements subject only to the Permitted Encumbrances. (iii) To Grantor’s knowledge, the Secured Property is free from any adverse Lien, security interest, Encumbrance or adverse claim thereon (except may be lawful for the Lien created by this Deed of Trust Mortgagee and any Permitted Encumbrances). (iv) Grantor has good right, the Mortgagor does hereby grant full power and lawful authority to convey the Secured Property pursuant to and in accordance with this Deed of Trust. (v) Grantor has good and marketable title to all Personal Property Collateral subject to no Lien, charge or Encumbrance other than this Deed of Trust and the Permitted Encumbrances, if any. (vi) To Grantor’s knowledge, all easement agreements encumbered hereby are valid, subsisting and in full force and effect, and Grantor is not in default thereunder and has performed in all material respects the terms thereof required to be performed through the date hereof, and has no knowledge of any default thereunder by any other party. (vii) Grantor will forever warrant and defend its title license to the Secured PropertyMortgagee to enter, seize and distrain upon the rights said lands or any part thereof and by distress warrant to recover by way of Lender therein under this Deed rent reserved as in the case of Trust and the financing statements in favor of Lender covering any or all a demise of the Personal Property Collateral and the validity and priority said lands as much of the Lien of this Deed of Trust against the claims of said principal and interest as shall from time to time be or remain in arrears and unpaid, together with all Persons except those having rights under the Permitted Encumbrances, if any, to the extent of those rights. (b) Grantor will, at its own expense, prosecute, appear in and defend any action or proceeding that might affect Lender’s security or the rights or powers of Lender or Trustee or that purports to affect any of the Secured Property. If Grantor fails to perform any of its covenants or agreements contained in this Deed of Trust or in any instrument secured hereby, or if any action or proceeding of any kind (including, but not limited to, any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding) is commenced, or if there occurs any other event that might affect Lender’s, Grantor’s or Trustee’s interest in the Secured Property or Lender’s right to enforce its security hereunder, then, Lender or Trustee may, after written notice to or demand upon Grantor concerning such failure of performance and otherwise without notice, which notice is hereby expressly waived, and at their option, make any appearances, disburse any sums and take any actions as may be necessary or reasonably desirable to protect or enforce the security of this Deed of Trust or to remedy the failure of Grantor to perform its covenants hereunder (without, however, waiving any default or Event of Default of Grantor). Xxxxxxx agrees to pay all out-of-pocket expenses of Xxxxxx and Trustee thus incurred (including but not limited to fees and disbursements of counsel). Any sums disbursed by Lender or Trustee will be additional indebtedness of Grantor secured by this Deed of Trust, will bear interest from the date of payment by Lender or Trustee at the Default Rate of interest in accordance with the provisions of the Note, and will be payable by Grantor upon demand. This Section 1.10(b) will not be construed to require Lender or Trustee to incur any expenses, make any appearances, or take any actions. IF XXXXXX IS MADE A PARTY TO ANY LITIGATION CONCERNING THIS DEED OF TRUST OR THE SECURED PROPERTY OR ANY PART THEREOF OR INTEREST THEREIN, OR THE OCCUPANCY THEREOF, THEN GRANTOR SHALL INDEMNIFY, DEFEND WITH COUNSEL SELECTED BY XXXXXX, PROTECT AND HOLD HARMLESS LENDER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSIGNS AND ANY SUCCESSORS TO XXXXXX’S INTEREST UNDER THE NOTE OR THIS DEED OF TRUST FROM AND AGAINST ALL LIABILITY, CLAIMS, DEMANDS, OBLIGATIONS, COSTS AND EXPENSES, BY REASON OF SAID LITIGATION, INCLUDING, WITHOUT LIMITATION, ACTUAL ATTORNEYS’ FEES (INCLUDING, WITHOUT LIMITATION, IN-HOUSE AND OUTSIDE COUNSELS’ FEES) AND EXPERTS’ FEES AND EXPENSES INCURRED BY XXXXXX IN SUCH LITIGATION, WHETHER OR NOT ANY SUCH LITIGATION IS PROSECUTED TO JUDGMENT, EXCEPT TO THE EXTENT THAT SUCH LIABILITY, CLAIM, DEMAND, OBLIGATION, COST OR EXPENSE WAS CAUSED SOLELY BY THE GROSS NEGLIGENCE, FRAUD, WILLFUL VIOLATION OF LAW OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY. If Lender commences an action against Grantor or appears in any bankruptcy, insolvency, reorganization or other proceeding for debtor relief to enforce any of the terms hereof or because of the breach by Grantor of any of the terms hereof, or for the recovery of any sum secured hereby, Grantor shall pay to Lender the cost of Lender’s actual documented attorneys’ fees costs (including, without limitation, in-house costs as between solicitor and outside counsels’ fees but client), charges and expenses attending such levy or distress as in like case of distress for rents. The Mortgagee shall have the right and power and the Mortgagor does hereby covenant with the Mortgagee for such purpose, and does grant to the Mortgagee full license and authority for such purpose when and so often as in the Mortgagee's discretion the Mortgagee shall think fit to enter into possession, either itself or by its Agent, of the said lands, and to collect the rents and profits thereof and to make any demise or lease of the said lands or any part thereof, for such terms, periods and at such rent as the Mortgagee shall think proper, and that the power of sale herein embodied and contained either expressly or impliedly may be exercised either before or after and subject to such demise or lease. Provided that any sale made under the power herein may be for cash, or upon credit, or partly for cash and partly upon credit, and that the Mortgagee may vary or rescind any contract for sale made or entered into by virtue hereof. Subject to Clause FOURTEENTHLY hereof, the Mortgagee shall by and out of the moneys to arise out of such sale or lease as aforesaid in the first place pay and retain all the costs and expenses attending such sale or otherwise incurred in relation to this security, and in the next place pay and satisfy the moneys and interest which shall then be owing on this security or a portion of the same as above provided, and should any surplus remain in the hands of the Mortgagee after payment of all its claims for principal, interest and all other moneys secured hereby and costs (including, without duplication) limitation costs as between solicitor and experts’ fees client), charges and expenses, and the right Mortgagor shall be entitled to such actual documented attorneys’ fees surplus only upon demand in writing made upon the Mortgagee and when proofs have been supplied to the satisfaction of the Mortgagee that the Mortgagor is entitled to such surplus, and upon payment of all costs (including, without limitation, in-house costs as between solicitor and outside counsels’ fees but without duplication) and experts’ fees client), charges and expenses to which the Mortgagee may be put in respect of such demand. The cost of any abortive sale or sales shall be deemed paid by the Mortgagor and shall bear interest at the rate aforesaid and the same shall become a portion of the moneys secured by this Mortgage. The Mortgagee shall be entitled to have accrued on send its inspector or agent to inspect and report upon the commencement value, state and condition of such actionthe said lands at the Mortgagor's expense and all expenses incurred and paid in so doing together with all costs and charges (including, without limitation, costs as between solicitor and client) which the Mortgagee may incur or pay in enforcing or attempting to enforce all or any of the remedies and powers given hereby or subsisting for the recovery of the moneys hereby secured or any part thereof whether the proceedings taken prove abortive or not, and shall be enforceable whether of, in and about taking, recovering and keeping or not such action is prosecuted attempting to judgment. (c) Nothing herein, and no authority given to Grantor to repair, rebuild or restore procure possession of the Secured Property said lands or any portion part thereof, shall form and be deemed to constitute Grantor a charge upon the agent of Lender for any purposesaid lands, or to create, either expressly or by implication, any Liens or claims or rights on behalf of laborers, mechanics, materialmen or other Lien holders which could in any way and be superior payable forthwith to the Lien or claim Mortgagee and shall bear interest at the rate aforesaid from the time of Lender. (d) Grantor agrees to maintain and preserve its existence, rights and franchises material to its business and all rights, power and authority to perform its obligations under this Deed of Trust, the other Loan Documents and the Environmental Indemnity. (e) Until repayment payment of the Loan in full same as upon principal money advanced upon the security of these presents. The principal money hereby secured and every part thereof shall, at the full payment and discharge of all other Secured Debt, the representations and warranties of Grantor contained herein, in each option of the other Loan Documents Mortgagee, without notice become due and payable in like manner and to all intents and purposes as if the Environmental Indemnity shall remain true time herein mentioned for payment of such principal sum had come and correct in all material respects.expired. S