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DEED OF TRUST AND SECURITY AGREEMENT
Dated as of March 31, 1990
FROM
CUMBERLAND MENTAL HEALTH, INC.
(the "Grantor")
TO
FIRST AMERICAN TITLE INSURANCE COMPANY
(the "Security Trustee")
For the Benefit of The Citizens and Southern National Bank,
a national banking association and Xxxxx X. Xxxxx
as Trustees
under a Trust Indenture dated as of March 31, 1990
(the "Indenture Trustees" or the "Beneficiaries")
--------------------------------------------------------------------------------
(Fayetteville, North Carolina) This instrument was prepared
by and when recorded return to:
______________________________
Xxxxxxx X. XxXxx
Xxxxxxx and Xxxxxx
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Table of Contents
Section Page
Parties ....................................................... 1
Granting Clauses ....................................................... 2
SECTION 1. DEFINITIONS...................................................... 10
SECTION 2. GENERAL COVENANTS AND WARRANTIES................................. 13
2.1. Note Agreements and Indenture Covenants................ 13
2.2. Ownership of Granted Property.......................... 14
2.3. Further Assurances..................................... 14
2.4. Payment of Principal and Interest...................... 14
2.5. Maintenance of Granted Property, Other Liens,
Compliance with Laws, etc.............................. 14
2.6. Insurance.............................................. 16
2.7. Payment of Taxes and Other Charges..................... 18
2.8. Advances............................................... 19
2.9. Recordation............................................ 19
2.10. After-Acquired Property................................ 20
2.11. Priority of this Deed of Trust; Future Advances;
Extensions, Modifications, and Renewals................ 20
SECTION 3. POSSESSION, USE AND RELEASE OF PROPERTY................ 21
3.1. Possession by Grantor; Dispositions Without
Release................................................ 21
3.2. Eminent Domain......................................... 23
3.3. Purchaser Protected.................................... 23
3.4. Release of Granted Property - Indenture
Trustees' Consent...................................... 24
SECTION 4. APPLICATION OF INSURANCE AND CERTAIN OTHER
MONEYS RECEIVED BY THE INDENTURE TRUSTEES.............. 24
4.1. Insurance Proceeds and Condemnation Awards............. 24
4.2. Other Proceeds......................................... 26
SECTION 5. DEFAULTS AND REMEDIES THEREFOR......................... 26
5.1. Events of Default...................................... 26
5.2. Remedies............................................... 27
5.3. Application of Proceeds................................ 30
5.4. Waiver of Extension, Appraisement and Stay Laws........ 30
5.5. Effect of Discontinuance of Proceedings................ 31
5.6. Delay or Omission Not a Waiver......................... 31
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Page
SECTION 6. MISCELLANEOUS.......................................... 31
6.1. Successors and Assigns................................. 31
6.2. Severability........................................... 32
6.3. Addresses for Notices.................................. 32
6.4. Headings and Table of Contents......................... 32
6.5. Release of Deed of Trust............................... 33
6.6. Counterparts........................................... 33
6.7. GOVERNING LAW.......................................... 33
6.8. Substitution of Security Trustees...................... 33
Signatures................................................................... 34
ATTACHMENTS TO DEED OF TRUST:
Annex A - Legal Description of Real Property
Annex B - Excluded Property
Schedule I - Purchasers
Schedule II - Assigned Agreements
Schedule III - Pledged Shares
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THIS DEED OF TRUST AND SECURITY AGREEMENT dated as of March 31, 1990
(the "Deed of Trust") from Cumberland Mental Health, Inc., a North Carolina
corporation (the "Grantor"), having its principal office at 0000 Xxxxxxx Xxxx,
Xxxxxxxxxxxx, Xxxxx Xxxxxxxx 00000 to First American Title Insurance Company,
whose post office address is x/x Xxx Xxxxx Xxxxxxx xx Xxxxx Xxxxxxxx, 000-X
XxXxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, (the "Security Trustee") for
the benefit of The Citizens and Southern National Bank, a national banking
association and Xxxxx X. Xxxxx, as Trustee under the hereinafter defined
Indenture (herein collectively the "Indenture Trustees" or the "Beneficiaries").
R E C I T A L S:
A. The Grantor together with the other Obligors have entered into that
certain Trust Indenture dated as of March 31, 1990 (the "Indenture") with
Citizens and Southern National Bank, a national banking association and Xxxxx X.
Xxxxx, as Indenture Trustees, pursuant to which the Obligors provide for, among
other things, the creation and securing of the full and prompt payment of all
amounts due with respect thereto of the 11.6% Senior Secured Notes of the
Obligors due March 31, 2000 in an aggregate principal amount of $56,500,000 (the
"Senior Secured Notes") and the 15.6% Subordinated Secured Notes, of the
Obligors due March 31, 2000 in an aggregate principal amount of $3,000,000 (the
"Subordinated Secured Notes") which Senior Secured Notes and Subordinated
Secured Notes (hereinafter collectively referred to as the "Notes") constitute
the joint and several obligation of the Obligors and are further described in
the Indenture. The holders from time to time of the Notes are hereinafter
collectively referred to as the "Noteholders". Unless herein otherwise defined,
all capitalized terms used herein shall have the same meaning as defined in the
Indenture.
B. The Obligors require funds to prepay certain indebtedness for
borrowed money of the Obligors (which indebtedness was issued by or guaranteed
by each of the Obligors) and to finance capital expenditures, renovations and
construction at facilities owned by certain of the Obligors and in order to
strengthen the financial and operating condition of each and every Obligor,
directly and indirectly, as a result of the enhanced ability of the Company to
provide financial, accounting, consulting and administrative assistance and
services to each other Obligor. In order to provide funds for such purposes, the
Obligors have entered into separate and several Note Purchase Agreements each
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dated as of March 31, 1990 (the "Note Agreements") with each of the
institutional investors (the "Purchasers") named in Schedule I thereto,
providing for the commitment of the Purchasers to purchase the Notes.
C. The Notes are further secured by the Pledge and Security Agreements
dated as of March 31, 1990 (the "Pledges") from the Company, Michigan
Psychiatric Services, Inc., Americare of Galax, Inc. and Bountiful Psychiatric
Hospital, Inc. to the Indenture Trustee.
D. The Notes and all principal thereof, premium if any, and interest
thereon and all additional amounts and other sums at any time due and owing
from, and required to be paid by the Obligors under the terms of the Notes, the
Note Agreements, the Indenture, the Pledge, this Deed of Trust or any other
mortgage or deed of trust executed and delivered by the other Obligors pursuant
to the Indenture are hereinafter sometimes referred to as the "Indebtedness
Hereby Secured".
E. The Grantor is duly authorized under all applicable provisions of
law, its charter and by-laws to issue the Notes, to execute and deliver this
Deed of Trust and to grant, convey and assign the "Granted Property" (as
hereinafter defined) to the Security Trustee as security for the Notes and other
Indebtedness Hereby Secured and all corporate action and all consents, approvals
and other authorizations and all other acts and things necessary to make this
Deed of Trust the valid, binding and legal instrument for the security of the
Notes have been done and performed.
F. The Purchasers have required as a condition to their purchase of
the Notes that the Grantor execute and deliver this Deed of Trust as security
for the payment of the Notes.
NOW, THEREFORE, THIS DEED OF TRUST WITNESSETH: That the Grantor, in
consideration of the premises, the purchase and acceptance of the Notes by the
Purchasers, and of the sum of Ten Dollars received by the Grantor from the
Purchasers, Indenture Trustees and Security Trustee and other good and valuable
consideration, receipt whereof is hereby acknowledged, and in order to
strengthen the financial and operating condition of each and every Obligor
directly and indirectly, as a result of the enhanced ability of the Company to
provide financial, accounting, consulting and administrative assistance and
services to each other Obligor, and in order to secure the payment of the
principal of, premium, if any, and interest on the Notes according to their
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tenor and effect, and to secure the payment of all other Indebtedness Hereby
Secured and the performance and observance of all the covenants, agreements and
conditions contained in the Notes, this Deed of Trust, the Note Agreements and
the Indenture, the Grantor does hereby warrant, pledge, assign, bargain,
hypothecate, convey, grant, transfer and set over unto the Security Trustee and
its successors in trust and assigns, with power of sale, in and to all and
singular the following described properties, rights, interest and privileges and
all of the Grantor's estate, right, title and interest therein, thereto and
thereunder (all of which properties hereby mortgaged, assigned and pledged or
intended so to be are hereinafter collectively referred to as the "Granted
Property"):
GRANTING CLAUSE I
The parcels of land in Cumberland County, State of North Carolina,
described in Annex A attached hereto and made a part hereof, together with the
entire interest of the Grantor in and to all buildings, structures, improvements
and appurtenances now standing, or at any time hereafter constructed or placed,
upon such land, including all right, title and interest of the Grantor, if any,
in and to all building material, building equipment, and (except as hereinafter
set forth) all fixtures of every kind and nature whatsoever on said land or in
any building, structure or improvement now or hereafter standing on said land
which are classified as fixtures under applicable law and which are used in
connection with the operation, maintenance or protection of said buildings,
structure and improvements as such (including, without limitation, all boilers,
air conditioning, ventilating, plumbing, heating, lighting and electrical
systems and apparatus, all communications equipment and intercom systems and
apparatus, all sprinkler equipment and apparatus, and all elevators and
escalators). All items included under this Deed of Trust, and the reversion or
reversions, remainder or remainders, in and to said land, and together with the
entire interest of the Grantor in and to all and singular the tenements,
hereditaments, easements, rights of way, rights, privileges and appurtenances to
said land, belonging or in anywise appertaining thereto, including, without
limitation, the entire right, title and interest of the Grantor, in, to and
under any xxxxxxx, xxxx, xxxxxx, xxxxx or strips of land adjoining said land,
and all claims or demands whatsoever of the Grantor either in law or in equity,
in possession or expectancy, of, in and to said land, it being the intention of
the parties hereto that, so far as may be permitted by law, all property of the
character hereinabove described, which is now owned or is hereof acquired by the
Grantor and is affixed or attached or annexed to said land, shall be and
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remain or become and constitute a portion of said land and the security covered
by and subject to the lien of this Deed of Trust, together with all accessions,
parts and appurtenances appertaining or attached thereto and all substitutions,
renewals or replacements of and additions, improvements, accessions and
accumulations to any and all thereof, and together with all rents, income,
revenues, awards, issues and profits thereof, and the present and continuing
right to make claim for, collect, receive and receipt for any and all of such
rents, income, revenues, awards, issues and profits arising therefrom or in
connection therewith (all such property being hereinafter collectively referred
to as the "Land Parcels"). The Granted Property shall not include any personal
property or equipment not owned by the Grantor so long as the same can be
removed without causing material damage to the Granted Property (all such
property being hereinafter collectively referred to as "Excluded Property"). The
Excluded Property is described in Annex B hereto.
GRANTING CLAUSE II
All machinery and equipment in all of its forms, wherever located, now
or hereafter existing (including, but not limited to, all drugs, environmental
monitoring devices, medical supplies, hospital supplies, uniforms, x-ray or
nuclear magnetic resonance devices, imaging devices, laboratory equipment,
medical equipment, surgical equipment, quality control equipment, motors, test
equipment, computer software, data processing equipment, printers, presses,
computer test equipment, industrial machinery, equipment and fixtures,
transportation equipment, office and other machinery, video or audio
reproduction devices, stretchers, wheel-chairs, furniture, aircraft, ambulances,
rolling stock, motor vehicles, trailers, tractors, trucks, cars, tools, spare
parts and fuel, items employed in the maintenance or repair of any structure or
any grounds, all foodstuffs of any kind, drawings, books, records and equipment
containing books and records or in which books and records are stored), and all
parts thereof and all accessions thereto, together with any additional machinery
and equipment that may become part of the Granted Property or located on the
Land Parcels and less any Equipment that may be deleted from the Granted
Property or removed from the Land Parcels, all in accordance with the terms of
this Deed of Trust (any and all such machinery, equipment, parts and accessions
being the "Equipment");
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GRANTING CLAUSE III
All insurance proceeds, judgments, awards of damages, settlements and
other compensation arising out of any damage, destruction, condemnation or
taking of the Granted Property;
GRANTING CLAUSE IV
All leases and subleases belonging or otherwise appertaining to the
Land Parcels, including all extended terms and all extensions and renewals of
the term of such leases and subleases, together with all right, title and
interest of the Grantor as lessor thereunder, including, without limitation, the
present and continuing right to make claim for, collect, receive and receipt for
any and all of the rents, income, revenues, issues and profits and other sums of
money payable or receivable under such leases and subleases, whether payable as
rent or otherwise, to receive and give notices thereunder, to bring actions and
proceedings thereunder or for the enforcement thereof, and to do any and all
things which the Grantor or any other lessor is or may become entitled to do
under the leases and subleases; provided that the assignment made by this
Granting Clause IV shall not impair or diminish any obligation of the Grantor
under the leases and subleases, nor shall any such obligation be imposed upon
the Security Trustee, the Indenture Trustees or the holder of any Note;
GRANTING CLAUSE V
All inventory in all of its forms, wherever located, now or hereafter
existing (including, but not limited to (i) drugs, medical supplies, hospital
supplies, books, uniforms, medical equipment, surgical equipment, video or audio
reproduction devices and foodstuffs of any kind, (ii) goods in which the Grantor
has an interest in mass or a joint or other interest or right of any kind
(including, without limitation, goods in which the Grantor has an interest or
right as consignee), and (iii) goods that are returned to or repossessed by the
Grantor), and all accessions thereto and products thereof and documents therefor
(any and all such inventory, accessions, products and documents being the
"Inventory");
GRANTING CLAUSE VI
All agreements listed on Schedule II, as each of such agreements may
be amended, supplemented or otherwise modified and in effect from time to time
(such agreements as so amended or modified and in effect, being the "Assigned
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Agreements"), including, without limitation, (i) all rights of the Grantor to
receive moneys due and to become due under or pursuant to the Assigned
Agreements, (ii) all rights of the Grantor to receive proceeds of any insurance,
indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii)
claims of the Grantor for damages arising out of or for breach of or default or
misrepresentation under the Assigned Agreements or any documents, instruments or
opinions delivered pursuant thereto, (iv) the right of the Grantor to terminate
the Assigned Agreements, to perform thereunder and to compel performance and
otherwise exercise all remedies thereunder, and (v) all rights to receive per
diem or other reimbursements and payments from private insurance companies,
federal or state governmental agencies or any other person or entity in respect
of services provided (in each case, to the extent permitted by law);
GRANTING CLAUSE VII
All of the following collateral (the "Security Collateral"):
(A) all shares (the "Pledged Shares") of stock described in Schedule
III and issued by the corporations named therein and the certificates
representing the Pledged Shares, and all dividends, cash, instruments and
other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Pledged
Shares; and
(B) all additional shares of stock from time to time acquired by the
Grantor in any manner, and the certificates representing such additional
shares, and all dividends, cash, instruments and other property from time
to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such additional shares;
GRANTING CLAUSE VIII
To the extent not otherwise covered by Granting Clauses I through VII,
inclusive, all cash, accounts, general intangibles (including, but not limited
to, all governmental or regulatory permits or certificates to the extent
permitted by law); rights to receive per diem or other reimbursements and
payments from private insurance companies, federal or state governmental
agencies or any other person or entity in respect of services provided (in each
ease, to the extent permitted by law); tax refunds; intellectual property rights
of any kind (whether arising under federal, state or foreign law), know how,
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trade secrets, engineering plans, computer software, drawings and other
proprietary information (including without limitation any business or
organization plans, reports or projections of any kind, whether or not fixed in
any tangible medium); patents and patent applications; unpatented inventions
(whether or not patentable); copyrights; trademarks, trade names, service marks,
trademark and service xxxx applications, and all goodwill to which the Grantor
is entitled or of any businesses in which the Grantor is engaged, whether or not
such goodwill is associated with or related to any such xxxx or application;
license agreements relating to any of the foregoing and income therefrom; and
the right to xxx for all past, present and future infringements of the
foregoing, contract rights to the extent a security interest or lien may be
granted in or on such contract rights pursuant to the relevant contract
(including, but not limited to, all rights of the Grantor to receive moneys due
and to become due under or pursuant to any accounts, general intangibles and
contract rights and all of the rights of the Grantor to terminate, and to
perform, compel performance and otherwise exercise all remedies under, such
accounts, general intangibles and contract rights), chattel paper, instruments
and other obligations, in each ease, of any kind, now or hereafter existing,
whether or not arising out of or in connection with the sale or lease of goods
or the rendering of services, and all rights now or hereafter existing in and to
all mortgages, security agreements, leases and other contracts securing or
otherwise relating to any such cash, accounts, general intangibles, contract
rights, chattel paper, instruments or other obligations (any and all such cash,
accounts, general intangibles, contract rights, chattel paper, instruments and
obligations being the "Receivables", and any and all such mortgages, security
agreements, leases and other contracts being the "Related Contracts"); and
GRANTING CLAUSE IX
All proceeds of any and all of the foregoing Granted Property
including, without limitation, proceeds that constitute property of the types
described in Granting Clauses I through VIII, inclusive, and, to the extent not
otherwise included, (x) all payments under insurance (whether or not the
Indenture Trustees are the loss payee thereof), or any indemnity, warranty or
guaranty, payable by reason of loss or damage to or otherwise with respect to
any of the foregoing Granted Property, and (y) all cash, wherever located, not
included above in clause (x).
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SUBJECT, HOWEVER, to Permitted Encumbrances, as defined in section 1
hereof;
TO HAVE AND TO HOLD the Granted Property unto the Security Trustee and
its successors in trust and assigns forever for the purpose of securing
performance of each agreement, covenant and warranty of the Grantor contained
herein and payment of the Indebtedness Hereby Secured, without limitation, from
time to time issued under and pursuant to the Note Agreements and the Indenture.
It is understood and agreed that this Deed of Trust is to secure the obligation
of the Grantor to repay all sums due or to become due in respect of the Notes
executed and delivered pursuant to the Note Agreements and the Indenture,
including those heretofore executed and those of even date herewith.
IN TRUST NEVERTHELESS, WITH POWER OF SALE, upon the terms and trusts
herein set forth for the benefit and security of the present and future
Indenture Trustees and Noteholders in accordance with the terms of the Indenture
and the Notes and all other sums payable hereunder or under the Indenture and
the Notes, and for the performance and observance of the Indenture, the Notes
and this Deed of Trust, all as herein set forth.
PROVIDED, NEVERTHELESS, and these presents are upon the express
condition that if the Grantor performs the covenants herein and in the Indenture
contained and pays to the Indenture Trustees, their successors in trust and
assigns, the full amount of all principal of, and premium, if any, and interest
on the Notes and all other Indebtedness Hereby Secured, the estate, right and
interest of the Security Trustee in the Granted Property shall cease and this
Deed of Trust shall become null and void, but otherwise to remain in full force
and effect.
It is agreed and understood by the parties hereto that:
1. The Notes are to be secured by other mortgages and deeds of trust
of other Obligors on other real estate in the States or Commonwealths of
Michigan, Utah, Arizona and West Virginia. Each and all of said mortgages
and deeds of trust are intended to and shall constitute security for the
entire indebtedness represented by said Notes and other Indebtedness Hereby
Secured without allocation.
2. Any part of the security herein described, and any security
described in any other mortgage, Deed of Trust or other instrument now or
hereafter given to secure the indebtedness which is secured by this Deed
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of Trust, may be released by the Security Trustee and Indenture Trustees
without affecting the lien and security interest hereof on the remainder or
the obligations of the Grantor on and in respect of the Notes and any
person acquiring any direct or indirect interest in the security herein
described or in any security described in any other Deed of Trust or other
instrument now or hereafter given to secure the indebtedness which is
secured by this Deed of Trust shall take the same subject to all of the
provisions hereof.
3. The Grantor for itself and all who may claim through or under it
waives any and all right to have the property and estates comprising the
Granted Property marshalled upon any foreclosure of the lien hereof, or to
have the Granted Property hereunder and the property covered by any other
mortgage or deed of trust securing the Notes marshalled upon any
foreclosure of any of said mortgages or deeds of trust, and agrees that any
court having jurisdiction to foreclose such lien may order the Granted
Property sold as an entirety.
4. Upon the occurrence of an Event of Default hereunder the Security
Trustee have, among other things, the right to sell the Granted Property at
a trustee's sale and/or U.C.C. sale or foreclose on the Granted Property,
in the manner described by applicable law, and dispose of the same. The
Security Trustee's deed or other instrument of conveyance, transfer or
release (which may be executed by the Security Trustee in their own name or
as attorney-in-fact for the Grantor and the Security Trustee are hereby
irrevocably appointed attorney-in-fact for the Grantor) shall be effective
to convey and transfer to the grantee an indefeasible title to the property
covered thereby, discharged of all rights of redemption by the Grantor or
any person claiming under it, and to bar forever all claims by the Grantor
or the said Security Trustee to the property covered thereby and no grantee
from the Security Trustee shall be under any duty to inquire as to the
authority of the Security Trustee to execute the same, or to see to the
application of the purchase money.
SECURITY AGREEMENT
This Deed of Trust shall also constitute and serve as a "security
agreement" on personal property within the meaning of, and shall constitute a
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first and prior security interest under, the U.C.C. with respect to all of the
personal property described herein in Granting Clauses II, III, V, VI, VII,
VIII, and IX. To this end, the Grantor has granted, bargained, conveyed,
assigned, transferred and set over and by these presents does grant, bargain,
convey, assign, transfer and set over unto the Indenture Trustees a first and
prior security interest in all of the Grantor's right, title and interest in all
of the Granted Property not constituting real property under the laws of the
State of North Carolina to secure the full and timely payment and the full and
timely performance and discharge of the Indebtedness Hereby Secured. Upon any
default of the Grantor hereunder, the Indenture Trustees shall be entitled to
exercise with the respect to all such personal property all of the rights and
remedies set forth herein and in the Note Agreements and the Indenture or
otherwise afforded to a secured party under the terms of the U.C.C., any or all
of which remedies or rights may be pursued and exercised concurrently,
consecutively, alternatively or otherwise. The Grantor will execute, file and
refile, one or more supplemental security agreements and financing statements as
Beneficiaries may from time to time require covering any property now or
hereafter constituting a portion of the Granted Property securing the
Indebtedness Hereby Secured and such financing statements and other and further
assurances as Indenture Trustees may request to perfect or evidence the security
interest herein created and to particularize and identify the collateral. The
Grantor hereby authorizes the Indenture Trustees to file such financing
statement or statements pursuant to the U.C.C., without the signature of
Grantor, as Indenture Trustees may deem necessary, to perfect such interests or
rights in their favor. This authority shall be considered a power coupled with
an interest and shall be irrevocable until all the Indebtedness Hereby Secured
has been paid in full.
SECTION 1. DEFINITIONS.
Capitalized terms used in this Deed of Trust and not defined herein
shall have the meaning provided therefor in the Indenture. In addition to the
terms elsewhere defined in this Deed of Trust, the following terms shall have
the following meanings for all purposes of this Deed of Trust:
"Appraised Value" with respect to the Granted Property shall mean the
fair market value on the date of an appraisal of the Granted Property as shown
by (i) the appraisal thereof furnished to the Purchasers in accordance with the
provisions of Section 7(a)(vi) of the Note Agreements or Section 10.2(b)(v) or
Section 10.2(c)(vi) of the Indenture or (ii) the appraisal thereof furnished to
the Indenture Trustees in accordance with the provisions of section 4.2 of the
Indenture.
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"Cost" shall mean an amount equal to the sum of the following items
capitalized on the books of the Grantor in accordance with generally accepted
accounting principles: (i) the actual construction cost thereof, including cost
of land and buildings, landscaping, on and off site improvements, architectural,
engineering and other professional fees, interest and taxes during construction
and all carrying charges, but excluding the cost of Excluded Property and (ii)
fees and expenses in connection with the placement, issuance and sale of the
Notes including fees and expenses referred to in Section 8 of the Note
Agreements allocated by the Grantor to the Granted Property, the physical survey
and title charges referred to in Section 8(g) of the Note Agreements, the
charges for the environmental audit and appraisal referred to in Sections 8(h)
and (i) of the Note Agreements in respect of such Granted Property incurred by
the Grantor and debt service expenses, and all closing costs with respect to the
Granted Property.
"Default" shall mean any event or condition, the occurrence of which
would, with the lapse of time or the giving of notice, or both, constitute an
Event of Default.
"Event of Default" shall mean any events specified in section 5
hereof.
"Loan Value" of the Granted Property shall be an amount determined by
multiplying the aggregate unpaid principal amount of the Notes outstanding
immediately prior to the date on which the Loan Value is to be determined by a
fraction the numerator of which is the Appraised Value of the Granted Property
and the denominator is the Appraised Value of all property of the Obligors which
is then subject to the lien of this Deed of Trust and each and every other
mortgage and deed of trust delivered to and for the benefit of the Indenture
Trustees under and pursuant to the Note Agreements and the Indenture.
"Note" shall mean any of, and "Notes" shall mean all of, the Notes
then outstanding under the Note Agreements and the Indenture. The term
"outstanding" when used with reference to Notes shall mean, as of any particular
time, all Notes delivered by the Obligors under the Note Agree ments and the
Indenture and secured hereby and by each and every other mortgage delivered
pursuant to the Note Agreements and the Indenture, except:
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(a) Notes theretofore cancelled by the Indenture Trustees or
delivered to the Indenture Trustees for cancellation;
(b) Notes for the payment or prepayment of which moneys in the
necessary amount shall have been paid to the Indenture Trustees,
provided, that if such Notes are to be prepaid prior to the maturity
thereof, notice of such prepayment shall have been given as provided
in Section 5.6 of the Indenture or provision satisfactory to the
Trustee shall have been made for giving such notice; and
(c) Notes in lieu of or in substitution for which other Notes
shall have been authenticated and delivered pursuant to the terms of
Section 2.6 of the Indenture.
"Officers' Certificate" shall mean a certificate signed by the
President and by any one of the following officers of the Grantor: Vice
President or the Secretary.
"Opinion of Counsel" shall mean an opinion in writing signed by legal
counsel who shall be satisfactory to the Indenture Trustees, and who may be
counsel to the Grantor.
"Permitted Encumbrances" shall mean:
(a) liens for property taxes and assessments or governmental
charges or levies and liens securing claims or demands of mechanics
and materialmen, provided that payment thereof is not at the time
required by section 2.7;
(b) liens of or resulting from any judgment or award, the time
for the appeal or petition for rehearing of which shall not have
expired, or in respect of which the Grantor shall at any time in good
faith be prosecuting an appeal or proceeding for a review and in
respect of which a stay of execution pending such appeal or proceeding
for review shall have been secured;
(c) liens, charges, encumbrances and priority claims incidental
to the conduct of business or the ownership of properties and assets
(including warehousemen's and attorneys' liens and statutory
landlords' liens) and deposits, pledges or liens to secure the
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performance of bids, tenders or trade contracts, or to secure
statutory obligations, surety or appeal bonds or other liens of like
general nature incurred in the ordinary course of business and not in
connection with the borrowing of money, provided in each case, the
obligation secured is not overdue or, if overdue, is being contested
in good faith by appropriate actions or proceedings;
(d) minor survey exceptions or minor encumbrances, easements or
reservations, or rights of others for rights-of-way, utilities and
other similar purposes, or zoning or other restrictions as to the use
of real properties, which are necessary for the conduct of the
activities of the Grantor or which customarily exist on properties of
corporations engaged in similar activities and similarly situated and
which do not in any event materially impair their use in the operation
of the business of the Grantor;
(e) mortgages, deeds of trust, liens and security interests
securing the Notes; and
(f) leases permitted by the provisions of section 3.1(d).
"Person" shall mean an individual, partnership, corporation, trust or
unincorporated organization.
SECTION 2. GENERAL COVENANTS AND WARRANTIES.
The Grantor covenants, warrants and agrees as follows:
2.1. Note Agreements and Indenture Covenants. Each and all of the
terms, provisions, restrictions, covenants and agreements set forth in the
Notes, the Note Agreements, the Pledges and the Indenture, and in each and every
supplement thereto or amendment thereof which may at any time or from time to
time be executed and delivered by the parties thereto or their successors and
assigns, are incorporated herein by reference to the same extent as though each
and all of said terms, provisions, restrictions, covenants and agreements were
fully set out herein and as though any amendment or supplement to the Notes, the
Note Agreements, the Pledges or the Indenture, as the case may be, were fully
set out in an amendment or supplement to this Deed of Trust; and the Grantor
does hereby covenant and agree well and truly to abide by, perform and be
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governed and restricted by each and all of the matters provided for by the
Notes, the Note Agreements, the Pledges and the Indenture and so incorporated
herein to the same extent and with the same force and effect as if each and all
of said terms, provisions, restrictions, covenants and agreements so
incorporated herein by reference were set out and repeated herein at length.
Without limiting the foregoing, the Grantor covenants and agrees to pay all
taxes, assessments and governmental charges or levies imposed upon this Deed of
Trust or the Notes or any other indebtedness secured hereby.
2.2. Ownership of Granted Property. The Grantor covenants and warrants
that it has good and marketable title to the Granted Property hereinbefore
conveyed to the Security Trustee free and clear of all liens, charges and
encumbrances whatever except Permitted Encumbrances, and the Grantor has full
right, power and authority to grant, convey and transfer the same to the
Security Trustee for the uses and purposes in this Deed of Trust set forth; and
the Grantor will warrant and defend the title to the Granted Property against
all claims and demands whatsoever.
2.3. Further Assurances. The Grantor will, at its own expense, do,
execute, acknowledge and deliver all and every further act, deed, conveyance,
transfer and assurance necessary or proper for the better assuring, conveying,
assigning and confirming unto the Security Trustee all of the Granted Property,
or property intended so to be, whether now owned or hereafter acquired.
2.4. Payment of Principal and Interest. The Grantor will duly and
punctually pay the principal of, and premium, if any, and interest on all Notes
and all other amounts payable under Indebtedness Hereby Secured according to the
terms thereof.
2.5. Maintenance of Granted Property, Other Liens, Compliance with
Laws, etc. (a) Without limiting the provisions of Section 3.8 of the Indenture
and subject to section 3 hereof, the Grantor shall (i) promptly repair, restore
or rebuild any buildings, improvements or Equipment now or hereafter on the
Granted Property which may become damaged or be destroyed, (ii) keep the Granted
Property in good condition and repair, ordinary wear and tear excepted, without
waste, and free from all claims, liens, charges and encumbrances other than
Permitted Encumbrances, (iii) pay when due any indebtedness which may be secured
by a lien or charge on the Granted Property and upon request exhibit
satisfactory evidence of the discharge of such lien to the Indenture Trustees,
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(iv) comply with all requirements of law or municipal ordinances with respect to
the Granted Property and the use thereof, failure to comply with which would
result in any material interference with the use or operation of the Granted
Property by the Grantor, (v) not, without the prior written consent of the
Indenture Trustees, (A) initiate or support any zoning reclassification of the
Granted Property, seek any variance under existing zoning ordinances applicable
to the Granted Property or use or permit the use of the Granted Property in a
manner which would result in such use becoming a non-conforming use under
applicable zoning ordinances, (B) modify or amend any of the Permitted
Encumbrances, (C) impose any restrictive covenants or encumbrances upon the
Granted Property, execute or file any subdivision plat affecting the Granted
Property or consent to the annexation of the Granted Property to any
municipality or (D) permit or suffer the Granted Property to be used by the
public or any person in such manner as might make possible a claim of adverse
usage or possession or of any implied dedication or easement, and (vi) make no
material alterations in said Granted Property except as required by law or
municipal ordinance; provided, however, the Grantor may make any alterations of
any kind to the Granted Property if (A) the market value of the Granted Property
would not be impaired; (B) such alterations shall be performed in a good and a
workmanlike manner; and (C) such alterations shall be expeditiously completed in
compliance with all laws, ordinances, orders, rules, regulations and
requirements applicable thereto, including to the extent necessary to maintain
in full force and effect the policies of insurance required by section 2.6
hereof. The Grantor shall promptly pay all costs and expenses of each such
addition, alteration, substitution and replacement, discharge all liens filed
against the Granted Property arising out of the same and procure and pay for all
permits and licenses required in connection therewith. The Grantor shall notify
the Indenture Trustees and each holder of the Notes of the filing of any lien
against the Granted Property in an amount greater than $25,000.
(b) The Grantor may, at its expense, (i) construct upon the Granted
Property additional buildings, structures and other improvements and (ii)
install, assemble and place upon the Granted Property any items of machinery and
equipment used or useful in the Grantor's business, in each case upon compliance
with the provisions of paragraph (a) of this section 2.5. All such buildings,
structures and other improvements shall be and remain part of the Land Parcels
and shall be subject to this Deed of Trust unless such property shall constitute
Excluded Property. Excluded Property shall not be deemed part of the Granted
Property for purposes of condemnation or casualty, and the Grantor may remove
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the same from the Granted Property at any time prior to the expiration or
earlier termination of this Deed of Trust, provided that the Grantor, at its
expense, shall repair any damage to the Granted Property resulting from such
removal.
(c) The Granted Property is not located in an area identified by the
Secretary of Housing and Urban Development or a successor thereto as an area
having special flood hazards pursuant to the terms of the National Flood
Insurance Act of 1968, or the Flood Disaster Protection Act of 1973, as amended,
or any successor law; or if the Granted Property is located in such an area,
Grantor will obtain and maintain insurance against damage or loss by flood on
such basis and in such amounts as shall be required by Indenture Trustees.
(d) The Grantor shall use and operate the Granted Property as a
hospital.
2.6. Insurance. (a) Insurance Against Loss or Damage. The Grantor will
maintain or cause to be maintained with respect to the Granted Property
insurance against loss by fire, windstorm and explosion and with extended
coverage and against such other risks of physical loss as are customarily
insured against, and in such amounts as are customarily carried by companies
owning property of a similar character and similarly located and engaged in a
business similar to that engaged in by the Grantor; provided, however, that the
amount of such insurance with respect to the Granted Property shall not at any
time be less than the replacement value thereof.
(b) Insurance Against Public Liability and Property Damage. The
Grantor will maintain or cause to be maintained in effect, with insurers
satisfactory to the Indenture Trustees, insurance policies with respect to the
Granted Property, insuring against liability for loss or damage to the Person or
property of others from such risks and in such amounts as are customarily
carried by companies owning property of a similar character and engaged in a
business similar to that engaged in by the Grantor; provided, however, that in
no event shall the insurance maintained in accordance with this paragraph be
less than an aggregate of $25,000,000 for claims arising out of a single
occurrence and not less than $25,000,000 in the aggregate for all claims made in
any policy year. All such insurance shall protect the Indenture Trustees and the
Grantor in respect of risks arising out of the condition, maintenance, use,
ownership or operation of the Granted Property. The Grantor will indemnify the
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Indenture Trustees and the holders of the Notes from any and all liability
imposed against said Indenture Trustees and the holders of the Notes arising out
of the condition, maintenance, use, ownership or operation of the Granted
Property.
(c) The Grantor will maintain or cause to be maintained:
(i) all such worker's compensation or similar insurance as may be
required by law;
(ii) use and occupancy (or business interruption) insurance, covering
interruption of the Grantor's operations, in whole or in part, by reason of
the total or partial suspension of, or interruption in, the operation of
the Granted Property caused by the damage to or destruction of any part of
the Granted Property, with such exceptions as are customarily imposed by
insurers, in an amount sufficient to comply with the requirements of a
standard 50% gross earnings business interruption form; and
(iii) maintain liability insurance covering hospital operations,
including malpractice, against claims arising from professional services
performed by the Grantor with limits of not less than $20,000,000 with
respect to injuries or deaths arising out of a single occurrence and not
less than $20,000,000 in the aggregate for all claims made against the
Grantor in any policy year.
For the purposes of this Section, "policy year" means a period of twelve months
while the insurance coverage in question is in force measured from the effective
date of such coverage or any anniversary of such effective date.
(d) Form of Policies. Any insurance policies carried in accordance
with this section 2.6 shall be written by companies of recognized national
standing authorized to do business in the jurisdiction in which the Granted
Property is located (copies of which will be delivered to the Indenture Trustees
on the Closing Date) and shall provide that: (i) the Indenture Trustees and the
holders of the Notes shall be named as additional insureds, as their interest
may appear, (ii) the Indenture Trustees' interest shall be insured regardless of
any breach or violation by the Grantor of any warranties, declarations or
conditions contained in such policies, (iii) such insurance, as to the interest
of the Indenture Trustees therein, shall not be invalidated by the use or
operation of the Granted Property for purposes which are not permitted by such
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policies, (iv) the insurers shall waive any right of subrogation of the insurers
to any set-off or counterclaim or any other deduction, whether by attachment or
otherwise, in respect of any liability of the Grantor, (v) if any premium or
installment is not paid when due, or if such insurance would lapse or be
cancelled, terminated or materially changed for any reason whatsoever, the
insurers will promptly notify the Indenture Trustees and any such lapse,
cancellation, termination or change shall not be effective as to the Indenture
Trustees for 30 days after receipt of such notice, and (vi) appropriate
certification shall be made to the Indenture Trustees by each insurer with
respect thereto.
(e) Loss Payee. Provided no Default or Event of Default has occurred
and is continuing, the loss, if any, under any policy pertaining to loss by
reason of damage to or destruction or condemnation of any portion of the Granted
Property shall be adjusted with the insurance companies by the Grantor, subject
to the approval of the Indenture Trustees if the loss exceeds $100,000. The loss
so adjusted shall be paid to the Indenture Trustees pursuant to said loss
payable clause unless said loss is $100,000 or less in which case said loss
shall be paid directly to the Grantor, provided no Default or Event of Default
has occurred and is continuing, in which event any such loss shall be paid to
the Indenture Trustees.
2.7. Payment of Taxes and Other Charges. The Grantor will pay and
discharge, before the same shall become delinquent, together with interest and
penalties thereon, if any, (a) all taxes, assessments (including assessments for
benefits from public works or improvements whenever begun or completed), levies,
fees, water and sewer rents and charges, and all other governmental charges,
general and special, ordinary and extraordinary, and whether or not within the
contemplation of the parties hereto, which are at any time levied upon or
assessed against it or the Granted Property or any part thereof or upon this
Mortgage or the Notes secured thereby, or upon the revenues, rents, issues,
income and profits in respect of the Granted Property, or arising in respect of
the occupancy, use or possession thereof, which failure to pay would result in
the creation of a lien upon the Granted Property or any part thereof, or upon
the revenues, rents, issues, income and profits of the Granted Property or in
the diminution thereof or would result in any material interference with the use
or operation of the Granted Property by the Grantor, (b) all corporate
franchise, excise and other taxes, fees and charges assessed, levied or imposed
in respect of its corporate existence or its right to do business in any state,
(c) all income, excess profits, excise, sales, franchise, gross receipts and
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other taxes, duties or imposts, whether of a like or different nature, assessed,
levied or imposed by any governmental authority on it or the Granted Property,
or any portion thereof, or upon the revenues, rents, issues, income and profits
of the Granted Property whether or not the failure to pay any such tax, duty or
impost might result in the creation of a lien upon any asset of the Grantor or
the Granted Property or any part thereof or upon the revenues, rents, issues,
income and profits of the Granted Property or in the diminution thereof, and
whether or not any such tax, duty or impost is payable directly by the Grantor
or is subject to withholding at the source and (d) all lawful claims and demands
of mechanics, laborers, materialmen and others which, if unpaid, might result in
the creation of a lien on the Granted Property or upon the revenues, rents,
issues, income and profits of the Granted Property and, in general, will do or
cause to be done everything necessary so that the lien hereof shall be fully
preserved, at the cost of the Grantor, without expense to the Indenture Trustees
or the Security Trustee.
Nothing in this section 2.7 shall require the payment of any sum which
is required to be paid by the Grantor pursuant to this section 2.7 so long as
the Grantor shall in good faith contest its obligation so to do by appropriate
proceedings which will prevent the forfeiture or sale of any property of the
Grantor or any material interference with the use or operation thereof by the
Grantor, and shall set up a reserve, reasonably adequate, in the opinion of the
President or any Vice President of the Grantor against any such payment.
2.8. Advances. If the Grantor shall fail to comply with the covenants
contained herein or in the Note Agreements or the Indenture with respect to the
procuring of insurance, the payment of taxes, assessments and other charges, or
the keeping of the Granted Property in repair and free of other liens, the
Indenture Trustees may make advances to perform the same; and the Grantor agrees
to repay all sums so advanced upon demand with interest at a rate equal to the
greater of (i) 13.6% per annum and (ii) the sum of (A) the rate of interest
publicly announced by Xxxxxx Guaranty Trust Company of New York from time to
time in New York City as its prime rate plus (B) 1% after demand; and all sums
so advanced, with interest, shall be secured hereby in priority to the
indebtedness evidenced by the Notes or any of them; but no such advance shall be
deemed to relieve the Grantor from any default hereunder.
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2.9. Recordation. The Grantor will, at its own expense, cause this
Deed of Trust, all supplements hereto, and any financing statements and
continuation statements required by law, including the Uniform Commercial Code,
in respect thereof at all times to be kept recorded and filed at its own expense
in such manner and in such places as may be required by law in order to fully
preserve and protect the rights of the Security Trustee and Indenture Trustees
hereunder, and will furnish to the Indenture Trustees promptly, or in any event
within thirty (30) days after the execution and delivery of this Deed of Trust
and of each supplement an Opinion of Counsel stating that in the opinion of such
counsel this Deed of Trust or such supplement or such financing statement or
continuation statement, as the case may be, has been properly recorded or filed
for record so as to make effective of record the lien intended to be created
hereby.
2.10. After-Acquired Property. Any and all property hereafter acquired
which is of the kind or nature described in the Granting Clauses hereof and is
or intended to become a part thereof, shall ipso facto, and without any further
conveyance, assignment or act on the part of the Grantor or the Security Trustee
and Indenture Trustees become and be, subject to the lien of this Deed of Trust
as fully and completely as though specifically described herein; but
nevertheless the Grantor shall from time to time, if requested by the Indenture
Trustees, execute and deliver any and all such further assurances, conveyances
and assignments thereof as the Indenture Trustees may reasonably require for the
purpose of expressly and specifically subjecting to the lien of this Deed of
Trust any and all such property.
2.11. Priority of this Deed of Trust; Future Advances; Extensions,
Modifications, and Renewals. Any portion of the Indebtedness Hereby Secured
which is incurred after the execution of this Deed of Trust pursuant to the
Indenture or any supplemental indenture referencing this Deed of Trust, or which
is evidenced by any instrument stating that the Indebtedness Hereby Secured is
secured by this Deed of Trust, shall be defined as a Future Advance. This
paragraph shall serve as notice to any subsequent encumbrances of the Granted
Property that the Security Trustee and Indenture Trustees claim the priority of
the lien of this Deed of Trust for all such Future Advances, as well as for all
other Indebtedness Hereby Secured. This paragraph shall also be notice that the
Indenture Trustees reserve the right to modify, extend, consolidate, and renew
the Indebtedness Hereby Secured, or any portions thereof, and the rates of
interest charged thereon, without affecting the priority of the lien created by
this Deed of Trust.
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SECTION 3. POSSESSION, USE AND RELEASE OF PROPERTY.
3.1. Possession by Grantor; Dispositions Without Release. So long as
no Default or Event of Default has occurred and is continuing, the Grantor shall
be permitted, subject to the provisions of this Section, to possess, use,
manage, operate and enjoy the Granted Property and to collect, receive, use,
invest and dispose of the rents, issues, profits, and other income from the
Granted Property, with power, in the ordinary course of business, freely and
without hindrance on the part of the Indenture Trustees, to use, consume and
dispose of any thereof except such as are subject to the lien hereof or intended
so to be, and to deal with, exercise any and all rights under, receive and
enforce performance under, and adjust and settle all matters relating to current
performance of, chases in action, leases and contracts.
The Grantor shall have the right, from time to time if no Default
exists hereunder, without any release from or consent by the Indenture Trustees,
(a) to sell or otherwise dispose of, free from the lien of this Deed
of Trust, any Equipment subject to the lien hereof which, in the judgment
of the Grantor, may have become obsolete or unfit for use or no longer
useful, necessary or profitable in the conduct of the business of the
Grantor not exceeding in value at the date of disposition thereof $50,000
in any single transaction or a total of $100,000 in any calendar year, upon
substituting for the same other Equipment of the same character and of at
least equal value, utility and useful life to the Grantor as, and costing
not less than the amount realized from, the property disposed of, which
shall forthwith become, without further action, subject to the lien of this
Deed of Trust;
(b) to grant rights-of-way and easements over or in respect of any
Granted Property, provided that such grant will not, in the opinion of the
Grantor expressed in an Officers' Certificate furnished to the Indenture
Trustees, impair the usefulness of such property in the conduct of the
Grantor's business and will not be prejudicial to the interests of the
holders of the Notes and provided, further, that any cash consideration in
excess of $50,000 received by the Grantor upon or in connection with the
granting thereof, forthwith upon its receipt by the Grantor, shall be
deposited with the Indenture Trustees;
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(c) to alter, repair, replace, change the location or position of and
add to the Granted Property, provided that no change shall be made in the
location of any such property subject to the lien of this Deed of Trust
which removes such property into a jurisdiction in which this Deed of Trust
and any required financing or continuation statement covering security
interests in such property have not been recorded, registered or filed in
the manner required by law to preserve the lien of this Indenture on such
property or otherwise impairs the lien hereof; and
(d) to lease to others from time to time offices and related areas
included in the Granted Property, other than any thereof essential to the
operations carried on at the Granted Property; provided that such lease is
(i) by its terms expressly made subject to the lien of this Deed of Trust
and (ii) assigned to the Indenture Trustees and/or the Indenture Trustees
as shall be required by the Indenture Trustees by an instrument in
recordable form and otherwise satisfactory in form and substance to the
Indenture Trustees; and further provided that the Grantor shall not lease
all or substantially all of the Granted Property without the prior written
consent of the Required Holders.
The Grantor will deliver to the Indenture Trustees, on or before July
31 in each year after the year 1989, (i) an Officers' Certificate setting forth,
with respect to transactions during the preceding calendar year pursuant to
section 3.1(a), the aggregate fair value at the date or dates of disposition of,
the aggregate amount realized from, and a general description of, any property
disposed of pursuant to section 3.1(a) (and stating that such property had
become obsolete or unfit for use or no longer useful, necessary or profitable in
the conduct of the business of the Grantor) and the aggregate fair value to the
Grantor of, the cost of, and a general description of, any property acquired in
substitution for such property sold or disposed of, (ii) such supplemental
mortgages, deeds of trust, financing statements or other instruments as may be
necessary for the purpose of effectually subjecting such acquired property to
the lien hereof and any lease assignment of a lease entered into pursuant to
section 3.1(d) and (iii) an Opinion of Counsel that such supplemental mortgages,
deeds of trust, financing statements, lease assignments or other instruments
have been duly executed and are sufficient for such purpose or that no such
supplemental mortgages, deeds of trust, financing statements, lease assignments
or instruments are necessary.
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3.2. Eminent Domain. If all or any of the Granted Property shall be
taken by eminent domain or shall be sold in lieu and in reasonable anticipation
of the taking thereof by eminent domain, the Indenture Trustees may at the
request and direction of the Indenture Trustees release the property so taken
and shall be fully protected in so doing upon being furnished with:
(a) an Officers' Certificate requesting such release, describing the
property so to be released and stating that such property has been taken by
eminent domain or that such sale has been made in lieu of and in reasonable
anticipation of a taking by eminent domain, accompanied by an appropriate
instrument of release;
(b) an Opinion of Counsel to the effect that such property has been
(i) lawfully taken by exercise of the right of eminent domain or (ii) sold
in lieu and in reasonable anticipation of the taking of such property by
eminent domain and that such property could lawfully have been taken by the
grantee by eminent domain, that the award for such property so taken has
become final or an appeal therefrom is not advisable in the interests of
the Indenture Trustees, the Security Trustee or the holders of the Notes
and that the execu tion of such instrument is appropriate to evidence such
release; and
(c) except as otherwise provided in section 4.1, cash equal to such
award to be held and applied by the Indenture Trustees under the Indenture.
3.3. Purchaser Protected. No purchaser in good faith of property
purporting to be released herefrom shall be bound to ascertain the authority of
the Security Trustee, Indenture Trustees or the holders of the Notes to execute
a release or to inquire as to the existence of any conditions herein prescribed
for the exercise of such authority. No purchaser or lessee of any property or
rights permitted by this Article to be sold, leased or otherwise disposed of by
the Grantor shall be under any obligation to ascertain or inquire into the
authority of the Grantor to make any such sale, lease or other disposition. Any
release executed by the Security Trustee, the Indenture Trustees or the holders
of the Notes under this Section shall be sufficient for the purpose of this Deed
of Trust and shall constitute a good and valid release of the property therein
described from the lien hereof.
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3.4. Release of Granted Property - Indenture Trustees' Consent. In
addition to the sales and releases pursuant to section section 3.2 and 3.3
hereof, and, to the extent and on the terms and upon compliance with the
conditions provided for in any written consent given thereto at any time or from
time to time by the holders of the Notes, the Grantor may sell or otherwise
dispose of any Granted Property then subject to the lien of this Deed of Trust
or any mortgage supplement hereto, and the Security Trustee at the request of
the Indenture Trustees shall, subject to the terms of the Indenture, release the
same from the lien hereof.
SECTION 4. APPLICATION OF INSURANCE AND CERTAIN OTHER MONEYS RECEIVED BY THE
INDENTURE TRUSTEES.
4.1. Insurance Proceeds and Condemnation Awards. (a) All proceeds of
fire and extended coverage insurance and of condemnation awards covering the
Granted Property equal to or in excess of $100,000 received by the Indenture
Trustees under the provisions of this Deed of Trust and/or the Indenture or any
instruments supplemental hereto or thereto, or under any policy or policies of
insurance covering the Granted Property or any part thereof, shall be held by
the Indenture Trustees as part of the Granted Property and shall be applied by
the Indenture Trustees as follows:
(i) If the total amount of any one loss or condemnation or taking, as
the case may be, shall equal or exceed $100,000 and the Cost of rebuilding
or restoring the Granted Property (as evidenced by an Officers' Certificate
of the Grantor detailing the same) shall be less than the proceeds of
insurance or the award or consideration received on account of condemnation
or other taking of the Granted Property, the Grantor shall prepay the Notes
pursuant to Section 5.3 of the Indenture in a principal amount equal to
such excess, together with interest accrued on the Notes to be prepaid to
the date of payment and a premium equal to the Yield-Maintenance Premium,
upon the terms and in the manner provided in Section 5.3 of the Indenture
and the balance, if any, of any such proceeds shall be released to or upon
the order of the Grantor in accordance with clause (ii) below. Any
application of moneys pursuant to this section 4.1(a)(i) shall be made by
the Grantor within 60 days after the completion of the rebuilding or
restoration of the Granted Property; and
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(ii) If the total amount in the case of any one loss or condemnation
or taking, as the case may be, shall equal or exceed $100,000, such
proceeds shall be paid to the Grantor from time to time upon a written
application signed by the President and any Vice President of the Grantor
and accompanied by an approving certificate of an architect or engineer
selected by the Grantor and approved by the Indenture Trustees, for the
purpose of paying, or reimbursing the Grantor for the payment of, the
reasonable cost, as shown by such certificate, of repairing or replacing
part or all of the property damaged or destroyed, but only if written
application is made therefor within 12 months of the receipt of such
proceeds by the Indenture Trustees, and then only for and to the extent
that the Grantor shows by such architect's or engineer's certificates or
other evidence satisfactory to the Indenture Trustees that the portion of
such proceeds remaining on deposit with the Indenture Trustees, together
with any additional funds irrevocably allocated or otherwise provided for
in a manner satisfactory to the Indenture Trustees for such purpose, shall
be sufficient to complete such repairs or replacements and restore the
Granted Property as nearly as possible to the market value and condition
which existed immediately prior to the damage, destruction, condemnation or
taking, as the case may be, free from liens or encumbrances except this
Deed of Trust and Permitted Encumbrances. Every such application for the
payment of such insurance or condemnation moneys shall state that no
Default or Event of Default has occurred and is continuing and shall be
accompanied by a date down endorsement to the lender's title insurance
policy being delivered pursuant to Section 7(a)(iv) of the Note Agreement
insuring that, as of the date of such payment, the property will be subject
to the lien of this Deed of Trust as a first lien thereon subject only to
Permitted Encumbrances. The Grantor will remain solely responsible for the
rebuilding, restoration or substitution of the Granted Property, whether or
not the proceeds of insurance maintained in accordance with the provisions
hereof are sufficient therefor.
(b) In cases involving insurance proceeds where the amount of any one
loss is less than $100,000 and no Default or Event of Default shall have
occurred and be continuing under this Deed of Trust, the amount payable in
respect of any such loss will be received by the Indenture Trustees and shall be
by the Indenture Trustees paid over immediately to the Grantor for use by the
Grantor in paying for replacement or repair of or substitutes for the damaged or
destroyed property.
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(c) Subject to section 2.6(e) hereof with respect to adjustments of
losses, any appraisal or adjustment of such loss or any settlement or payment of
indemnity therefor which shall be agreed upon between the Grantor and the
relevant insurance company shall be accepted by the Indenture Trustees.
(d) In the event the insurance moneys or condemnation award, as the
case may be, shall not have been applied to one or more of the purposes
specified in section 4.1(a) hereof within the 12-month period provided for
thereby, then the Indenture Trustees shall apply such insurance moneys or
condemnation award, as the case may be, to the prepayment, with premium, of the
Notes together with interest accrued thereon in an amount sufficient to exhaust
such cash as nearly as may be upon giving the Grantor 10 days' advance notice of
its intent so to do, such prepayment to be made in units of $1,000 but otherwise
to be made ratably on all outstanding Notes in accordance with the principal
amounts unpaid thereon, together with interest accrued thereon and a premium
equal to the Yield-Maintenance Premium; any balance remaining after such
prepayment to be released to the Grantor. Partial prepayments made pursuant to
this section 4.1(d) shall be paid and applied upon the terms and in the manner
provided in Section 5 of the Indenture.
4.2. Other Proceeds. Any other moneys received by the Indenture
Trustees in connection with the release of property shall be held by the
Indenture Trustees as part of the Granted Property and shall be applied by the
Indenture Trustees to the prepayment, with premium, of the Notes together with
interest accrued thereon in an amount sufficient to exhaust such cash as nearly
as may be upon giving the Grantor ten (10) days' advance notice of its intent so
to do, such prepayment to be made in units of $1,000 but otherwise to be made
ratably on all outstanding Notes in accordance with the principal amounts unpaid
thereon, together with interest accrued thereon and a premium equal to the Yield
Maintenance Premium; any balance remaining after such payment to be released to
the Grantor.
SECTION 5. DEFAULTS AND REMEDIES THEREFOR.
5.1. Events of Default. The Grantor acknowledges and agrees, without
limitation, that each and all of the terms and provisions of Section 6.1 of the
Indenture have been and are incorporated into this Deed of Trust by reference to
the same extent as though fully set out herein and that the term Event of
Default wherever used in this Deed of Trust shall mean an Event of Default as
defined in Section 6.1 of the Indenture.
27
5.2. Remedies. When any Event of Default has occurred and is
continuing, the Indenture Trustees and/or the Security Trustee may exercise any
one or more or all, and in any order, of the remedies hereinafter set forth or
as provided for in the Indenture, it being expressly understood that no remedy
herein or in the Indenture conferred is intended to be exclusive of any other
remedy or remedies; but each and every remedy shall be cumulative and shall be
in addition to every other remedy given herein or now or hereafter existing at
law or in equity or by statute:
(a) The Indenture Trustees may, by notice in writing to the Grantor,
declare the entire unpaid balance of the Notes to be immediately due and
payable; and thereupon the entire principal and interest accrued on the
Notes and, to the extent permitted by law, the Yield-Maintenance Premium
(as defined in Section 5.4 of the Indenture) shall be and become
immediately due and payable.
(b) The Indenture Trustees and/or the Security Trustee personally or
by agents or attorneys may enter into and take possession of all or any
part of the Granted Property, and may forthwith use, operate and manage the
Granted Property, collect the earnings and income therefrom, pay all
principal charges including taxes and assessments levied thereon and
operating and maintenance expenses and all disbursements and liabilities of
the Grantor hereunder and apply the net proceeds arising from any such
operation of the Granted Property as provided in section 5.3 hereof in
respect of the proceeds of a sale of the Granted Property.
(c) (i) The Indenture Trustees and/or the Security Trustee may,
pursuant to the power of sale granted hereunder, if at the time such action
may be lawful and always subject to compliance with any mandatory legal
requirements, either with or without taking possession and either before or
after taking possession and without instituting any legal proceedings
whatsoever and having first given notice of such sale by registered or
certified mail to the Grantor once at least 20 days prior to the date of
such sale, and any other notice which may be required by law, sell and
dispose of said Granted Property or any part thereof at public auction or
private sale, as permitted by applicable law, to the highest bidder, which
28
may be the Grantor, in one lot as an entirety or in separate lots (the
Grantor for itself and for all who may claim by, through or under it hereby
expressly waiving and releasing all rights to have the property covered by
the lien of this Deed of Trust marshalled), and either for cash or on
credit, as permitted by applicable law, and on such terms as the Indenture
Trustees may determine and at any place (whether or not it be the location
of the Granted Property or any part thereof) designated in the notice above
referred to. Any such sale or sales may be adjourned from time to time by
announcement at the time and place appointed for such sale or sales or for
any such adjourned sale or sales, without further published notice.
(ii) With respect to any Granted Property located in the State of
North Carolina, the Indenture Trustees and/or the Security Trustee are
hereby authorized and empowered by giving at least 20 days' notice by three
publications in any newspaper, daily or weekly, of general circulation
published in the County in which the Granted Property is located, to sell
the Granted Property or any part thereof, at the front door of the
Courthouse in said County to the highest bidder for cash, at public outcry,
free from all legal and equitable rights of redemption, exemptions of
homestead and all other exemptions of every kind all of which are hereby
expressly waived. The Indenture Trustees and/or the Security Trustee are
hereby further authorized and empowered to execute and deliver a deed for
the property so sold to the purchaser at any such sale.
(d) The Indenture Trustees may proceed to protect and enforce their
rights by a suit or suits in equity or at law, or for the specific
performance of any covenant or agreement contained herein or in the Notes,
or in aid of the execution of any power herein or therein granted, or for
the foreclosure of this Deed of Trust, or for the enforcement of any other
appropriate legal or equitable remedy. Upon the bringing of any suit to
foreclose this Deed of Trust or to enforce any other remedy available
hereunder, the plaintiff shall be entitled as a matter of right, without
notice and without giving bond to the Grantor or anyone claiming under, by
or through it, and without regard to the solvency or insolvency of the
Grantor or the then value of the Granted Property, to have a receiver
appointed of all the Granted Property and of the earnings, income, rents,
issues, profits and proceeds thereof, with such power as the court making
such appointment shall confer, and the Grantor does hereby irrevocably
consent to such appointment.
29
(e) In case of any sale of the Granted Property, or of any part
thereof, pursuant to any judgment or decree of any court or otherwise in
connection with the enforcement of any of the terms of this Deed of Trust,
the principal of the Notes, if not previously due, and the interest accrued
thereon, shall at once become and be immediately due and payable; also in
the case of any such sale, the Indenture Trustees may bid and become the
purchaser, and the purchaser or purchasers, for the purpose of making
settlement for or payment of the purchase price, shall be entitled to turn
in and use the Notes and any claims for interest and premium matured and
unpaid thereon, in order that there may be credited as paid on the purchase
price the sum apportionable and applicable to the Notes, including
principal and interest and premium thereof, out of the net proceeds of such
sale after allowing for the proportion of the total purchase price required
to be paid in actual cash. If at any foreclosure proceeding or sale
pursuant to the power of sale, or U.C.C. sale the Granted Property shall be
sold for a sum less than the total amount of indebtedness for which
judgment is therein given, the Indenture Trustees shall be entitled to the
entry of a deficiency decree against the Grantor and against the property
of the Grantor for the amount of such deficiency.
(f) In addition to any other remedies provided for hereby or by law,
the Indenture Trustees shall have the rights of a secured party under the
Uniform Commercial Code of the jurisdiction in which the Granted Property
is located upon the occurrence and continuance of an Event of Default
hereunder. Any requirement of said Uniform Commercial Code for reasonable
notification shall be met by mailing written notice to the Grantor, at its
address set forth in section 6.3 hereof, at least 10 days prior to the sale
or other event for which such notice is required.
It is understood and agreed that the Notes are also secured by other
mortgages and deeds of trust and that in case of default in any of the terms,
conditions or provisions of this Deed of Trust or the Indenture, the Indenture
Trustees may resort to part or all of the security for the Notes, the Note
Agreements and the Indenture and foreclose the mortgages and deeds of trust in
any order. The pendency of any proceeding with respect to any one of the
above-mentioned mortgages and deeds of trust shall not be grounds for the
abatement of, or for hindering, staying, delaying or preventing any proceeding
with respect to foreclosure of this Deed of Trust.
30
5.3. Application of Proceeds. The purchase money proceeds and/or
avails of any sale of the Granted Property, or any part thereof and the proceeds
and the avails of any remedy hereunder and all insurance monies or proceeds or
awards of condemnation paid to the Indenture Trustees pursuant to the provisions
of section section 2.6 and 3.2 hereof shall be paid to the Indenture Trustees
under the Indenture and such Indenture Trustees shall apply such proceeds and
avails, and all insurance monies and proceeds or awards of condemnation held by
the Indenture Trustees during the continuation of any Event of Default, in the
manner provided in section 6.10 of the Indenture.
5.4. Waiver of Extension, Appraisement and Stay Laws. The Grantor
covenants that, to the extent that such rights may be lawfully waived, it will
not now, or at any time hereafter, insist upon or plead, or in any manner
whatever claim or take any benefit or advantage of, legal, equitable and
statutory rights of redemption, exemption or homestead, any stay or extension
law now or at any time hereafter in force or any other similar exemptions and
rights arising under or created by an applicable statute or judicial decision,
or claim, take or insist upon any benefit or advantage of or from any law now or
hereafter in force providing for the valuation or appraisement of the Granted
Property or any part thereof prior to any sale or sales thereof to be made
pursuant to any provision herein contained, or to the decree, judgment or order
of any court of competent jurisdiction or, after confirmation of any such sale
or sales claim or exercise any right under any statute now or hereafter made or
enacted by any state or otherwise to redeem the property so sold or any part
thereof, and hereby expressly waives for itself and on behalf of each and every
person who may claim under it, all benefit and advantage of any such law or laws
which would otherwise be available to any such person in connection with the
enforcement of any of the Security Trustee and the Indenture Trustees' remedies
hereunder; and covenants that it will not in connection with any such
enforcement proceedings invoke or utilize any such law or laws or otherwise
hinder, delay or impede the execution of any power herein granted and delegated
to the Security Trustee and the Indenture Trustees but will suffer and permit
the execution of every such power as though no such law or laws had been made or
enacted.
Any sale, whether under any power of sale hereby given or by virtue of
judicial proceedings, shall operate to divest all right, title, interest, claim
31
and demand whatsoever, either at law or in equity, of the Grantor in and to the
property sold and shall be a perpetual bar, both at law and in equity, against
the Grantor, its successors and assigns, and against any and all persons
claiming the property sold or any part thereof under, by or through the Grantor,
its successors or assigns.
5.5. Effect of Discontinuance of Proceedings. In case the Indenture
Trustees and/or the Security Trustee shall have proceeded to enforce any right
under this Deed of Trust by foreclosure, sale, entry or otherwise, and such
proceedings shall have been discontinued or abandoned for any reason or shall
have been determined adversely, then and in every such case the Grantor and the
Indenture Trustees and/or the Security Trustee shall be restored to their
position and rights hereunder as they existed immediately prior to the
commencement of such proceedings with respect to the property subject to the
lien of this Deed of Trust.
5.6. Delay or Omission Not a Waiver. No delay or omission of the
Indenture Trustees and/or the Security Trustee to exercise any right or power
arising from any default on the part of the Grantor shall exhaust or impair any
such right or power or prevent its exercise during the continuance of such
default. No waiver by the Indenture Trustees and/or the Security Trustee of any
such default, whether such waiver be full or partial, shall extend to or be
taken to affect any subsequent default, or to impair the rights resulting
therefrom, except as may be otherwise provided herein. No remedy hereunder is
intended to be exclusive of any other remedy but each and every remedy shall be
cumulative and in addition to any and every other remedy given hereunder or
otherwise existing. Nor shall the giving, taking or enforcement of any other or
additional security, collateral or guaranty for the payment of the indebtedness
secured under this Deed of Trust operate to prejudice, waive or affect the
security of this Deed of Trust or any rights, powers or remedies hereunder; nor
shall the Indenture Trustees and/or the Security Trustee be required to first
look to, enforce or exhaust such other or additional security, collateral or
guaranties.
SECTION 6. MISCELLANEOUS.
6.1. Successors and Assigns. Whenever any of the parties hereto is
referred to, such reference shall be deemed to include the successors and
assigns of such party; and all the covenants, promises and agreements in this
Deed of Trust contained by or on behalf of the Grantor, or by or on behalf of
the Indenture Trustees and/or the Security Trustee, shall bind and inure to the
benefit of the respective successors and assigns of such parties whether so
expressed or not.
32
6.2. Severability. The unenforceability or invalidity of any provision
or provisions of this Deed of Trust shall not render any other provision or
provisions herein contained unenforceable or invalid.
6.3. Addresses for Notices. All notices or other communications
required or contemplated by the provisions hereof shall, unless otherwise
specified, be in writing and shall be deemed to have been given or made on the
fifth business day after deposit thereof in the United States mail, by
registered or certified mail, postage prepaid, or when received if delivered by
hand or sent by facsimile communication the receipt of which is confirmed,
addressed as follows:
If to the Grantor:
Cumberland Mental Health, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Chief Financial Officer
FAX: ______________________________
Telephone: ________________________
If to the Security Trustee:
First American Title Insurance
Company of North Carolina, Inc.
000-X Xxxxx XxXxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
With a copy to the
Indenture Trustees:
The Citizens and Southern National Bank,
as trustee under a Trust Indenture
dated as of March 31, 1990
00 Xxxxx Xxxxxx, X.X., Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Corporate Trust Department
FAX: (000) 000-0000
Telephone: (000) 000-0000
Any party may designate an additional or different address for
subsequent notices or communications by notice duly given in accordance with
this Section to the other party.
33
6.4. Headings and Table of Contents. The headings of the sections of
this Deed of Trust and table of contents are inserted for purposes of
convenience only and shall not be construed to affect the meaning or
construction of any of the provisions hereof.
6.5. Release of Deed of Trust. The Indenture Trustees shall release
and discharge this Deed of Trust and the lien hereof by proper instrument or
instruments upon presentation of satisfactory evidence that all indebtedness
secured hereby has been fully paid or discharged.
6.6. Counterparts. This Deed of Trust may be executed, acknowledged
and delivered in any number of counterparts, each of such counterparts
constituting an original but all together only one Deed of Trust.
6.7. GOVERNING LAW. THIS DEED OF TRUST SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH NORTH CAROLINA LAW.
6.8. Substitution of Security Trustees. Grantor and Security Trustee
covenant and agree to and with the Indenture Trustees and the Beneficiaries that
in case the said Security Trustee, or any successor trustees, shall die, become
incapable of acting, renounce their trust, or for any reason the desire to
replace either or both of the Security Trustee or its successors and/or assigns
in trust, then the Indenture Trustees may appoint, in writing, a trustee or
trustees to take the place of the Security Trustee; and upon the probate and
registration of the same, the trustee or trustees thus appointed shall succeed
to all rights, powers, and duties of the Security Trustee.
34
IN WITNESS WHEREOF, the Grantor has caused this Deed of Trust to be
executed in its behalf by its President and attested by its Assistant Secretary
and First American Title Insurance Company, as Security Trustee, has caused this
Deed of Trust to be executed on its behalf by one of its _______________________
and its corporate seal to be hereunto affixed and attested by one of its
_______________, all as of the day and year above written.
CUMBERLAND MENTAL HEALTH, INC.
By ___________________________
Its President
ATTEST:
______________________________
Assistant Secretary
FIRST AMERICAN TITLE INSURANCE
COMPANY, as Security Trustee
By ___________________________
Its _____________________
ATTEST:
By: ________________________
Its ___________________
STATE OF ILLINOIS )
) SS
COUNTY OF XXXX )
On this 25th day of April, 1990, before me __________, a Notary
Public, personally appeared Xxxxx X. Xxxxx, who acknowledged himself to be the
President of Cumberland Mental Health, Inc., a North Carolina corporation, and
that he, as such President, being authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing the name of the
corporation by himself as President.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
_________________________
Notary Public
(Notarial Seal)
My commission expires: ______________, 199___.
2
STATE OF NORTH CAROLINA )
) SS
COUNTY OF )
On this day of April, 1990, before me, ___________________, a Notary
Public, personally appeared ___________________, who acknowledged himself to be
the ___________________ of First American Title Insurance Company, and that he,
as such _____________________, being authorized so to do executed the foregoing
instrument for the purposes therein contained, by signing the name of said
corporation by himself as __________________.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
_______________________
Notary Public
(Notarial Seal)
My commission expires: ______________, 199_.
ANNEX A
A certain tract or parcel of land containing 5.398 acres lying and being in
Cross Creek Township, Cumberland County, North Carolina. Bounded on the North by
proposed Melrose Road Connector and Cumberland Medical Center, Inc., on the East
by Melrose Road Associates, Inc., on the South by Cumberland County (Cape Fear
Valley Hospital), on the West by Lots 21 and 31 of Section III Welmar Heights,
Xxxxxx Drive and Lots 32 and 66 of Part II, Section III Welmar Heights, and more
particularly described as follows:
Beginning at an existing iron pipe in the southern margin of Melrose Road (60
foot RJW), the northeast corner of a 5.398 acre tract as recorded in Plat Book
66, Page 99, Cumberland County Registry; said existing iron pipe also being the
northwest corner of Melrose Road Associates, Inc. as recorded in Deed Book 2258,
Page 323, Cumberland County registry; and runs thence with the western line of
Melrose Road Associates, Inc. South 31 degrees 51 minutes East 630.19 feet to an
existing iron pipe, the southeast corner of the aforesaid 5.398 acre tract and
being in the northern line of Cumberland County (Cape Fear Valley Hospital) as
recorded in Deed Book 2363, Page 839, Cumberland County Registry; thence with
said northern line South 75 degrees 01 minutes West 409.05 feet to an existing
concrete monument, the southwest corner of aforesaid 5.398 acre tract, said
monument also being the southeast corner of Lot No. 66 of Part II Section III
Welmar Heights as recorded In Plat Book 25, Page 11, Cumberland County Registry;
thence with the eastern lines of Lots 66 and 32 of said subdivision and Xxxx 00
xxx 00 xx Xxxxxxx XXX Xxxxxx Xxxxxxx as recorded in Plat Book 23, Page 58,
Cumberland County Registry, North 30 degrees 01 minutes West 573.90 feet to an
existing iron pipe in the eastern line of said Xxx Xx. 00 and being the
northwest corner of aforesaid 5.398 acre tract, said point also being the
southwest corner of Cumberland Medical Center, Inc. as recorded In Deed Book
2626, Page 213, Cumberland County Registry; thence with the southern line of
Cumberland Medical Center, Inc. North 58 degrees 18 minutes East 188.59 feet to
an existing iron pipe where the southern line of said Medical Center intersects
the southern margin of the Proposed Melrose Road Connector; thence with the
southern margin of the Proposed Melrose Road Connector South 88 degrees 58
minutes East 22.65 feet to an existing p. k. nail; thence continuing with said
proposed road on a radius of 235.32 feet an arc distance of 90.29 feet to an
existing iron pipe; thence continuing with said Proposed Melrose Road Connector
North 69 degrees 03 minutes East 83.76 feet to the point of beginning.
2
Containing 5.398 acres and being the same property of Cumberland Mental Health,
Inc. as recorded in Plat Book 66, Page 99, Cumberland County Registry.
EXCLUDED PROPERTY
The property covered by the following U.C.C. Financing Statements
constitutes Excluded Property hereunder:
FILING LOCATION: SECRETARY OF STATE, NORTH CAROLINA
DEBTOR: Healthcare Services of America, Inc., Cumberland Hospital
SECURED PARTY: The Citizens and Southern National Bank
FILING NO.: 0000000
-amended 0110085
-continued 0515782
DATE FILED: February 20, 1984
-amended March 18, 1985
-continued December 2, 1988
COLLATERAL: Leased computer equipment
FILING LOCATION: SECRETARY OF STATE, NORTH CAROLINA
DEBTOR: Ramsay Health Care, Inc.
SECURED PARTY: AT&T Credit Corporation
FILING NO.: 0620481
DATE FILED: November 3, 1989
COLLATERAL: Leased office equipment
ANNEX B
(to Deed of Trust and Security Agreement)
SCHEDULE I
Purchasers
Aetna Life Insurance Company
Xxxxxxxx, Xxxxxxxxxxx 00000
Monumental Life Insurance Company
x/x Xxxxxxxxxx Xxxxxxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Connecticut Mutual Life Insurance Company
Xxxxxxxx, Xxxxxxxxxxx 00000
Schedule I
(to Deed of Trust and Security Agreement)
SCHEDULE II
Assigned Agreements
NONE.
Schedule II
(to Deed of Trust and Security Agreement)
SCHEDULE III
Pledged Shares
NONE.
Schedule III
(to Deed of Trust and Security Agreement)
