12 - SECOND TRUST DEED (Tacoma, Washington) 0199296.01
When recorded return to: (For Recorder's Use Only)
Xxxxxxx X. Xxxxxx
Xxxx, Xxxxxx, Xxxxx, Xxxxxxx & Tongue
851 S.W. Sixth Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000-1357
=================================================================
SECOND TRUST DEED
Date: February ____, 1999
Among: ELMER'S RESTAURANTS, INC. ("Grantor")
an Oregon corporation
11802 X.X. Xxxxx Street
P.O. Box 16938
Portland, OR 97292-0938
and: EAGLE'S VIEW MANAGEMENT COMPANY, INC. ("Beneficiary")
an Oregon corporation
P.O. Box 10638
Eugene, OR 97440
and: CHICAGO TITLE INSURANCE COMPANY ("Trustee")
0000 X. 00xx Xxxxxx
Xxxxxx, XX 00000
Grantor, in consideration of the indebtedness recited and
the trust created in this Trust Deed, irrevocably grants and
conveys to Trustee, in trust, with power of sale, the real
property commonly known as 7427 X. Xxxxxx Ct., located in Tacoma,
Xxxxxx County, Washington, which is more particularly described
in attached Exhibit A, which is incorporated herein by this
reference (the "Land");
TOGETHER with all the improvements now or hereafter erected
on the Land, and all easements, rights, appurtenances, rents
(subject however to the rights and authorities given in this
Trust Deed to Beneficiary to collect and apply such rents),
royalties, mineral, oil and gas rights and profits, water, water
rights, and water stock, and all fixtures now or hereafter
attached to the Land, all of which, including replacements and
additions thereto, shall be deemed to be and remain a part of the
property covered by this Trust Deed; and all of the foregoing,
together with the Land are referred to in this Trust Deed as the
"Property;"
TO SECURE to Beneficiary (a) the repayment of the
indebtedness evidenced by a Promissory Note dated August 25,
1998, and amended by that certain First Amendment to Promissory
Note of even date herewith (the "Note"), originally given by CBW,
Inc., an Oregon corporation which merged with and into Grantor,
with an original principal balance of $4 million and a present
principal balance of $1.25 million, with interest thereon as
provided in the Note, and with the balance of the indebtedness of
the Note, if not sooner paid, due and payable on February 25,
2004, and all renewals and/or extensions of the Note; (b) the
repayment of any and all other indebtedness owing from Grantor to
Beneficiary at any time hereafter; (c) the repayment of all other
sums, with interest thereon, advanced in accordance with the
terms of this Trust Deed to protect the security of this Trust
Deed; and (d) the performance of the covenants and agreements of
Grantor contained in this Trust Deed (the "Obligations").
GRANTOR COVENANTS that (a) Grantor is lawfully seized of the
estate conveyed by this Trust Deed and has the right to grant and
convey the Property; (b) the Property is unencumbered, except for
the first priority trust deed granted in favor of Xxxxx Fargo
Bank (the "Prior Lienholder") to secure a loan with a principal
balance not to exceed $7,000,000.00 (the "Prior Lien") and such
other exceptions that are reasonably approved in writing by
Beneficiary (the "Permitted Exceptions"); and (c) Grantor will
warrant and defend the title to the Property against all claims
and demands, subject to the Prior Lien, the lien of this Trust
Deed, and the Permitted Exceptions.
Xxxxxxx and Beneficiary covenant and agree as follows:
1. Payment of Principal and Interest. Grantor shall promptly
pay when due the principal and interest on the indebtedness
evidenced by the Note, prepayment and other charges as provided
in the Note and this Trust Deed, and the principal of and
interest on any other advances secured by this Trust Deed.
2. Application of Payments on the Note. All payments received
by Beneficiary under the Note and Section 1 above shall be
applied by Beneficiary as set forth in the Note.
3. Taxes, Assessments and Liens. Grantor shall pay all taxes,
assessments, and other charges, fines and impositions
attributable to the Property which may attain a priority over
this Trust Deed, and leasehold payments or ground rents (if any)
by Grantor making payments, when due, directly to the payee
thereof. Grantor shall promptly furnish to Beneficiary all
notices of amounts due under this Section 3, if requested by
Beneficiary, and Grantor shall promptly furnish to Beneficiary
receipts evidencing such payments. Grantor may pay taxes and
assessments pursuant to the assessor's installment schedule.
Grantor shall promptly discharge any lien which has priority over
this Trust Deed, except the Prior Lien; provided, that Grantor
shall not be required to discharge any such lien so long as
Grantor shall agree in writing to the payment of the obligation
secured by such lien in a manner acceptable to Beneficiary, in
Beneficiary's sole and unfettered discretion, or shall in good
faith contest such lien by, or defend enforcement of such lien
in, legal proceedings that operate to prevent the enforcement of
the lien or forfeiture of the Property or any part thereof.
4. Insurance.
4.1 Requirement to Maintain Property Insurance. Grantor shall
obtain and maintain at all times "all risk" property insurance,
together with endorsements for replacement cost, inflation
adjustment, and all other endorsements as Beneficiary may from
time to time require, all in amounts not less than the full
replacement value of all improvements now existing or hereafter
erected on the Property, without reduction for co-insurance.
4.2 Requirement to Maintain Liability Insurance. Grantor shall
obtain and maintain at all times comprehensive general liability
insurance with limits, coverages, and risks insured that are
acceptable to Beneficiary, and in no event less than $2,000,000
combined single limit coverage.
4.3 Insurance Carrier; Premium Payments. The insurance carrier
or carriers providing the insurance shall be chosen by Grantor
subject to approval by Beneficiary. All premiums on insurance
policies shall be paid by Grantor making payment, when due,
directly to the insurance carrier.
4.4 Form of Policies; Proof of Loss. All insurance policies and
renewals thereof shall be in forms acceptable to Beneficiary and
shall include a standard mortgage clause in favor of and in a
form acceptable to Beneficiary. Subject to the rights of the
Prior Lienholder, Beneficiary shall have the right to hold the
policies and renewals thereof, and Grantor shall promptly furnish
to Beneficiary all renewal notices and all receipts of paid
premiums. In the event of loss, Grantor shall give prompt notice
to the insurance carrier and Beneficiary. Beneficiary may make
proof of loss if not made promptly by Grantor.
4.5 Proceeds. Unless Beneficiary and Grantor otherwise agree in
writing, insurance proceeds shall be applied to restoration of
the Property damaged, if restoration is economically feasible
based upon fixed bids for restoration from the insurance
proceeds, but if restoration is not economically feasible the
insurance proceeds shall be applied to the sums secured by this
Trust Deed, subject to the rights of the Prior Lienholder. If
the Property is abandoned by Grantor, or if Grantor fails to
respond to Beneficiary within 30 days from the date notice is
mailed by Beneficiary to Grantor indicating that the insurance
carrier offers to settle a claim for insurance benefits,
Beneficiary is authorized to collect and apply the insurance
proceeds at Beneficiary's option to restoration of the Property
or to the sums secured by this Trust Deed.
4.6 No Postponement of Payments; Right to Proceeds. Unless
Beneficiary and Grantor otherwise agree in writing, any such
application of proceeds to principal shall not extend or postpone
the due date of any payments referred to in Section 1 of this
Trust Deed or change the amount of such payments. If under
Section 15 of this Trust Deed the Property is acquired by
Beneficiary, all right, title and interest of Grantor in and to
any insurance policies and in and to the proceeds thereof
resulting from damage to the Property prior to the sale or
acquisition shall pass to Beneficiary to the extent of the sums
secured by this Trust Deed immediately prior to such sale or
acquisition.
5. Compliance with Laws. Grantor represents, warrants, and
covenants that: (a) the Property, if developed, has been
developed, and all improvements located on the Property, if any,
have been constructed and maintained, in full compliance with all
applicable laws, statutes, ordinances, regulations, and codes of
all federal, state, and local governments (collectively "Laws"),
and all covenants, conditions, easements, and restrictions
affecting the Property (collectively "Covenants"); and (b)
Grantor and its operations upon the Property currently comply,
and will hereafter comply in all material respects with all
applicable Laws and Covenants.
6. Environmental Covenants, Warranties and Compliance.
6.1 Environmental Law Definition. For purposes of this section,
"Environmental Law" means any federal, state, or local law,
statute, ordinance, or regulation pertaining to Hazardous
Substances, health, industrial hygiene, or environmental
conditions, including without limitation the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980
("CERCLA"), as amended, 42 USC 9601-9675, and the Resource
Conservation and Recovery Act of 1976 ("RCRA"), as amended, 42
USC 6901-6992.
6.2 Hazardous Substance Definition. For the purposes of this
section, "Hazardous Substance" includes, without limitation, any
material, substance, or waste that is or becomes regulated or
that is or becomes classified as hazardous, dangerous, or toxic
under any federal, state, or local statute, ordinance, rule,
regulation, or law.
6.3 No Generation or Use. Grantor will not use, generate,
manufacture, produce, store, release, discharge, or dispose of
on, under or about the Property or the Property's groundwater, or
transport to or from the Property, any Hazardous Substance and
will not permit any other person to do so, except for such
Hazardous Substances that may be used in the ordinary course of
Grantor's business and in compliance with all Environmental Laws,
including but not limited to those relating to licensure, notice,
and recordkeeping.
6.4 Compliance with Law. Grantor will keep and maintain the
Property in compliance with, and shall not cause or permit all or
any portion of the Property, including groundwater, to be in
violation of any Environmental Law.
6.5 Indemnification. Grantor shall hold Beneficiary, its
directors, officers, employees, agents, successors, and assigns,
harmless from, indemnify them for, and defend them against any
and all losses, damages, liens, costs, expenses, and liabilities
directly or indirectly arising out of or attributable to any
violation of any Environmental Law, any breach of Grantor's
warranties in this Section 6, or the use, generation,
manufacture, production, storage, release, threatened release,
discharge, disposal, or presence of a Hazardous Substance on,
under, or about the Property, including without limitation the
costs of any required repair, cleanup, containment, or
detoxification of the Property, the preparation and
implementation of any closure, remedial or other required plans,
attorney fees and costs (including but not limited to those
incurred in any proceeding and in any review or appeal), fees,
penalties, and fines.
6.6 Representations. Grantor represents and warrants to
Beneficiary that: (a) neither the Property nor Grantor is in
violation of or subject to any existing, pending, or threatened
investigation by any governmental authority under any
Environmental Law; (b) Grantor has not and is not required by any
Environmental Law to obtain any permit or license other than
those it has obtained to construct or use the improvements
located on the Property; and (c) to the best of Grantor's
knowledge, no Hazardous Substance has ever been used, generated,
manufactured, produced, stored, released, discharged, or disposed
of on, under, or about the Property in violation of any
Environmental Law.
6.7 Survival. All representations, warranties, and covenants in
this Section 6 shall survive the satisfaction of the Obligations,
the reconveyance of the Property, or the foreclosure of this
Trust Deed by any means.
7. Preservation and Maintenance of Property. Grantor shall
keep the Property in good repair and shall not commit waste or
permit impairment or deterioration of the Property, and shall
comply with the provisions of any lease if this Trust Deed is on
a leasehold.
8. Protection of Beneficiary's Security.
8.1 Appearances; Disbursements. If Grantor fails to perform the
covenants and agreements contained in this Trust Deed, or,
notwithstanding Section 3 of this Trust Deed, if any action or
proceeding is commenced which materially affects Beneficiary's
interest in the Property, including, but not limited to,
construction lien foreclosure, eminent domain, insolvency, code
enforcement, or arrangements or proceedings involving a bankrupt
or decedent, then Beneficiary at Beneficiary's option, may make
such appearances, disburse such sums and take such action as is
necessary to protect Beneficiary's interest, including, but not
limited to, disbursement of reasonable costs and attorney fees,
and entry upon the Property to make repairs.
8.2 Interest on Disbursements. Any amounts disbursed by
Beneficiary pursuant to this Section 8, with interest thereon,
shall become additional indebtedness of Grantor secured by this
Trust Deed. Unless Grantor and Beneficiary agree to other terms
of payment, such amounts shall be payable upon notice from
Beneficiary to Grantor requesting payment thereof, and shall bear
interest from the date of disbursement at the rate of 15 percent
per annum, unless payment of interest at such rate would be
contrary to applicable law, in which event such amounts shall
bear interest at the highest rate permissible under applicable
law. Nothing contained in this Section 8 shall require
Beneficiary to incur any expense or take any action under this
Trust Deed.
9. Inspection. Beneficiary may make or cause to be made
reasonable entries upon and inspections of the Property during
business hours after prior written notice.
10. Condemnation.
10.1 Assignment of Proceeds. The proceeds of any award or claim
for damages, direct or consequential, in connection with
condemnation or other taking of the Property, or part thereof, or
for conveyance in lieu of condemnation, are hereby assigned and
shall be paid to Beneficiary, subject to the rights of the holder
of the Prior Lienholder.
10.2 Total and Partial Taking. In the event of a total taking of
the Property, the proceeds shall be applied to the sums secured
by the Prior Lien and this Trust Deed, with the excess, if any,
paid to Grantor. In the event of a partial taking of the
Property, unless Grantor and Beneficiary otherwise agree in
writing, there shall be applied to the sums secured by this Trust
Deed such proportion of the proceeds as is equal to that
proportion which the amount of the sums secured by this Trust
Deed immediately prior to the date of taking bears to the fair
market value of the Property immediately prior to the date of
taking with the balance of the proceeds paid to Grantor.
10.3 Property is Abandoned; Failure to Respond. If the Property
is abandoned by Grantor, or if, after notice by Beneficiary to
Grantor that the condemnor offers to make an award or settle a
claim for damages, Grantor fails to respond to Beneficiary within
30 days after the date such notice is mailed, Beneficiary is
authorized to collect and apply the proceeds, at Beneficiary's
option, either to restoration or repair of the Property or to the
sums secured by this Trust Deed.
10.4 No Postponement of Payments. Unless Beneficiary and Grantor
otherwise agree in writing, any such application of proceeds to
principal shall not extend or postpone the due date of any
payments referred to in Section 1 of this Trust Deed or change
the amount of such payments.
11. Grantor Not Released. Extension of the time for payment or
modification of amortization of the sums secured by this Trust
Deed granted by Beneficiary to any successor in interest of
Grantor shall not operate to release, in any manner, the
liability of the original Grantor and Xxxxxxx's successors in
interest. Beneficiary shall not be required to commence
proceedings against such successor, refuse to extend time for
payment, or otherwise modify amortization of the sums secured by
this Trust Deed by reason of any demand made by the original
Grantor or Xxxxxxx's successors in interest.
12. Forbearance by Beneficiary Not a Waiver. Any forbearance by
Beneficiary in exercising any right or remedy under this Trust
Deed, or otherwise afforded by applicable law, shall not be a
waiver of or preclude the exercise of any such right or remedy.
The procurement of insurance or the payment of taxes or other
liens or charges by Beneficiary shall not be a waiver of
Beneficiary's right to accelerate the maturity of the
indebtedness secured by this Trust Deed.
13. Remedies Cumulative. All remedies provided in this Trust
Deed are distinct and cumulative to any other right or remedy
under this Trust Deed or afforded by law or equity, and may be
exercised concurrently, independently or successively.
14. Due on Sale. If all or any part of the Property or any
interest in the Property is sold, transferred, assigned,
conveyed, pledged, hypothecated, or given, either voluntarily or
involuntarily, or by operation of law, without Beneficiary's
prior written consent, or in the event of a default with respect
to the Prior Lien, or if any lien or encumbrance subordinate to
the lien of this Trust Deed is placed or allowed to remain on the
Property which adversely affects the lien of this Trust Deed,
Beneficiary may, at Beneficiary's option, declare all the sums
secured by this Trust Deed to be immediately due and payable, and
seek any and all other remedies available under this Trust Deed,
the Note or under applicable law.
15. Default and Remedies.
15.1 Events of Default. Each of the following shall constitute
an event of default under this Trust Deed:
15.1.1 Nonpayment. Failure of Grantor to pay any of the
Obligations on or before the due date and within any applicable
cure period.
15.1.2 Breach of Other Covenants. Failure of
Grantor to perform or abide by any other covenant included in the
Obligations, including without limitation those covenants in the
Note, in this Trust Deed or in any other loan document or
agreement between Grantor and Beneficiary and the failure to cure
any such nonperformance within any applicable cure period.
15.1.3 Other Default. The occurrence of any other event of
default under the Note or any of the other Obligations.
15.1.4 Prior Lien. The occurrence of any default under the
terms and conditions of the Prior Lien.
15.2 Remedies.
15.2.1 Acceleration. Upon Grantor's breach of any
covenant or agreement of Grantor in this Trust Deed, including
the covenants to pay when due any sums secured by this Trust
Deed, Beneficiary at Beneficiary's option may declare all of the
sums secured by this Trust Deed to be immediately due and payable
without further demand and may invoke the power of sale and any
other remedies permitted by applicable law.
15.2.2 Sale by Trustee. If Beneficiary invokes
the power of sale, Beneficiary shall execute or cause Trustee to
execute a written notice of the occurrence of an event of default
and of Beneficiary's election to cause the Property to be sold,
and shall cause such notice to be recorded in each county in
which the Property or some part of the Property is located.
Beneficiary or Trustee shall give notice of sale in the manner
prescribed by applicable law to Grantor and to the other persons
prescribed by applicable law. After the lapse of such time as
may be required by applicable law, Trustee, without demand on
Grantor, shall sell the Property at public auction to the highest
bidder at the time and place and under the terms designated in
the notice of sale in one or more parcels and in such order as
Trustee may determine. Trustee may postpone sale of all or any
parcel of the Property by public announcement at the time and
place of any previously scheduled sale. Beneficiary or
Beneficiary's designee may purchase the Property at any sale.
15.2.3 Trustee's Deed. Trustee shall deliver to the
purchaser Trustee's deed conveying the Property so sold without
any covenant or warranty, expressed or implied. The recitals in
the Trustee's deed shall be prima facie evidence of the truth of
the statements made therein. Trustee shall apply the proceeds of
the sale in the following order: (a) to all reasonable costs and
expenses of the sale, including, but not limited to, reasonable
Trustee and attorney fees and costs of title evidence; (b) to all
sums secured by the Prior Lien; (c) to all sums secured by this
Trust Deed; and (d) the excess (if any) to the person or persons
legally entitled thereto.
15.2.4 Other Remedies. Beneficiary may
exercise any other rights or remedies available to Beneficiary
under this Trust Deed, the Note, or any other loan document or
agreement between Grantor and Beneficiary, or otherwise allowed
under applicable law.
15.2.5 Cumulative Remedies. All remedies under this
Trust Deed are cumulative and not exclusive. Any election to
pursue one remedy shall not preclude the exercise of any other
remedy. An election by Beneficiary to cure shall not constitute a
waiver of the default or of any of the remedies provided in this
Trust Deed. No delay or omission in exercising any right or
remedy shall impair the full exercise of that or any other right
or remedy or constitute a waiver of the default.
15.2.6 Costs and Expenses. Beneficiary shall be
entitled to collect all reasonable costs and expenses incurred in
pursuing the remedies provided in this Section 15, including, but
not limited to, reasonable costs and attorney fees, as provided
below in Section 21.5.
16. Xxxxxxx's Right to Reinstate. Notwithstanding Beneficiary's
acceleration of the Obligations secured by this Trust Deed,
Grantor shall have the right to reinstate this Trust Deed if all
payments are made to Beneficiary as required under applicable
Washington law and Grantor takes such action as Beneficiary may
reasonably require to assure that the lien of this Trust Deed,
Beneficiary's interest in the Property and Grantor's obligation
to pay the sums secured by this Trust Deed shall continue
unimpaired. Upon such payment and cure by Grantor, this Trust
Deed and the Obligations secured by this Trust Deed shall remain
in full force and effect as if no acceleration had occurred.
17. Assignment of Rents; Appointment of Receiver; Beneficiary in
Possession. As additional security under this Trust Deed,
Grantor hereby assigns to Beneficiary the rents of the Property
(if any), provided that Grantor shall, prior to acceleration
under Section 15 of this Trust Deed or abandonment of the
Property, have the right to collect and retain such rents as they
become due and payable. Upon acceleration under Section 15 of
this Trust Deed or abandonment of the Property, Beneficiary, in
person, by agent or by judicially appointed receiver, shall be
entitled to enter upon, take possession of and manage the
Property and to collect the rents of the Property (if any),
including those past due. All rents collected by Beneficiary or
the receiver shall be applied first to payment of the costs of
management of the Property and collection of rents, including but
not limited to, receiver fees, premiums on receiver's bonds and
reasonable attorney fees and costs, and to the sums secured by
this Trust Deed. Beneficiary and the receiver shall be liable to
account only for those rents actually received.
18. Rights of Prior Lienholder. The rights of Beneficiary with
respect to insurance and condemnation proceeds as provided in
this Trust Deed, and all other rights granted under this Trust
Deed that have also been granted to the Prior Lienholder, shall
be subject to the rights of the Prior Lienholder. Grantor hereby
authorizes the Prior Xxxxxxxxxx, on satisfaction of the
indebtedness secured by the Prior Lien, to remit all remaining
insurance or condemnation proceeds and all other sums held by the
Prior Lienholder to Beneficiary to be applied in accordance with
this Trust Deed.
19. Reconveyance. Upon payment of all sums secured by this
Trust Deed, Beneficiary shall request Trustee to reconvey the
Property and shall surrender this Trust Deed and all notes
evidencing indebtedness secured by this Trust Deed to Trustee.
Trustee shall reconvey the Property without warranty and without
charge to the person or persons legally entitled thereto. Such
person or persons shall pay all costs of recordation, if any.
20. Substitute Trustee. In accordance with applicable law,
Beneficiary may from time to time remove Trustee and appoint a
successor trustee. Without conveyance of the Property, the
successor trustee shall succeed to all the title, power and
duties conferred upon Trustee in this Trust Deed and by
applicable law.
21. Miscellaneous.
21.1 Notices. Except for any notice required under applicable
law to be given in another manner, (a) any notice to Grantor
provided for in this Trust Deed shall be given by certified mail,
return receipt requested, first class postage prepaid, to
Grantor's address stated on the first page of this Trust Deed, or
to such other address that Grantor may designate by notice to
Beneficiary as provided in this Trust Deed, and (b) any notice to
Beneficiary shall be given by certified mail, return receipt
requested, first class postage prepaid, to Beneficiary's address
stated on the first page of this Trust Deed or to such other
address as Beneficiary may designate by notice to Grantor as
provided in this Trust Deed. Any notice provided for in this
Trust Deed shall be deemed to have been given to Grantor or
Beneficiary when deposited in the United States mail.
21.2 Governing Law. The provisions of this Trust Deed shall be
governed by and construed in accordance with the laws of the
state of Washington.
21.3 Grantor's Copy. Grantor shall be furnished a conformed copy
of the Note and of this Trust Deed at the time of execution or
after recordation.
21.4 Successors and Assigns Bound; Captions. The covenants and
agreements contained in this Trust Deed shall bind, and the
rights under this Trust Deed shall inure to, the respective
successors and assigns of Beneficiary and Grantor. The captions
and headings of the sections of this Trust Deed are for
convenience only and are not to be used to interpret or define
the provisions of this Trust Deed.
21.5 Attorney Fees. If Beneficiary refers any of the Obligations
to an attorney for collection or seeks legal advice following a
default; if Beneficiary is the prevailing party in any litigation
instituted in connection with any of the Obligations; or if
Beneficiary or any other person initiates any judicial or
nonjudicial action, suit, or proceeding in connection with any of
the Obligations or the Property (including but not limited to
proceedings under federal bankruptcy law, eminent domain, under
probate proceedings, or in connection with any state or federal
tax lien), and an attorney is employed by Beneficiary to
(1) appear in any such action, suit, or proceeding, or
(2) reclaim, seek relief from a judicial or statutory stay,
sequester, protect, preserve, or enforce Beneficiary's interests,
then in any such event Grantor shall pay reasonable attorney
fees, costs, and expenses incurred by Beneficiary or its attorney
in connection with the above-mentioned events or any appeals
related to such events, including but not limited to costs
incurred in searching records, the cost of title reports, and the
cost of surveyors' reports. Such amounts shall be secured by this
Trust Deed and, if not paid upon demand, shall bear interest at
the rate specified in Section 8.2.
21.6 Standard for Discretion. In the event this Trust Deed is
silent on the standard for any consent, approval, determination,
or similar discretionary action, the standard shall be sole and
unfettered discretion as opposed to any standard of good faith,
fairness, or reasonableness.
21.7 Conflicts. In the event that the terms and conditions of
this Trust Deed conflict in any way with the terms and conditions
of the Prior Lien, the terms and conditions of the Prior Lien
shall control.
21.8 Time is of the Essence. Time is of the essence with respect
to all covenants and obligations of Grantor under this Trust
Deed.
21.9 Commercial Property. Grantor covenants and warrants that
the Property are used by Grantor exclusively for business and
commercial purposes.
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LEND MONEY, EXTEND
CREDIT, OR FORBEAR FROM ENTERING REPAYMENT OF A DEBT ARE NOT
ENFORCEABLE UNDER WASHINGTON LAW.
IN WITNESS WHEREOF, Xxxxxxx has executed this Trust Deed as
of the day and year first above written.
ELMER'S RESTAURANTS, INC.
an Oregon corporation
By: __/s/ Xxxxx X. Xxxxx___
Name: Xxxxx X. Xxxxx
Title: President
STATE OF OREGON )
) ss.
County of )
This Trust Deed was acknowledged before me on February
_____, 1999, by __________ ________________________, as
_________________________ of Xxxxx's Restaurants, Inc.
________________________
NOTARY PUBLIC FOR OREGON
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
LOT 4 OF CITY OF TACOMA SHORT PLAT NO. 8202020154, ACCORDING TO
THE MAP THEREOF, RECORDED FEBRUARY 2, 1982, IN TACOMA, XXXXXX
COUNTY, WASHINGTON.
