Common use of Title and Permitted Encumbrances Clause in Contracts

Title and Permitted Encumbrances. Grantor has in Grantor’s own right, and Grantor covenants to maintain lawful, good and marketable title to the Property, is lawfully seized and possessed of the Property and every part thereof, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for the Permitted Encumbrances. Grantor will warrant generally and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrances, to Trustee and its successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereof. Grantor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of Holder. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders of any existing or future violation or other breach thereof by Grantor, the Property or otherwise. If any right or interest of Holder or any Lender in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder and Lenders, or any of them (whether or not named as parties to legal proceedings with respect thereto), are hereby authorized and empowered to take such steps as in their discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each Lender, including the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor hereby promises to pay) owing by Grantor to Trustee or to Holder, for its own account or the account of Lenders (as the case may be), and the party (Trustee, Holder or Lenders, as the case may be) making such expenditures shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has Mortgagor has, in GrantorMortgagor’s own right, and Grantor Mortgagor covenants to maintain maintain, lawful, good and marketable title to its interest in the Property, Oil and Gas Lease and the leasehold estate created thereby together with all other Property subject to this Mortgage. Mortgagor is lawfully seized and possessed of the Property and every part thereof, and has the right to convey its interest in the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) the liens and security interests evidenced by this Mortgage, (ii) statutory liens for real estate taxes and assessments on the Property which are not yet due and payable without premium or penalty; (iii) other liens and security interests (if any) in favor of Mortgagee (the matters described in the foregoing clauses (i) through (v) being herein called the “Permitted Encumbrances”). Grantor Mortgagor, and Mortgagor’s successors and assigns, will warrant generally specially and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee Mortgagee and its successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereofthereof by, through or under Mortgagor. Grantor Mortgagor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of HolderMortgagee. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders Mortgagee of any existing or future violation or other breach thereof by GrantorMortgagor, by the Property or otherwise. If any right or interest of Holder or any Lender Mortgagee in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder and Lenders, or any of them Mortgagee (whether or not named as parties a party to legal proceedings with respect thereto), are is hereby authorized and empowered to take such steps as in their its discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderMortgagee, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor Mortgagor hereby promises to pay) owing by Grantor Mortgagor to Trustee or to Holder, for its own account or the account of Lenders (as the case may be)Mortgagee, and the party (Trustee, Holder or Lenders, as the case may be) making such expenditures Mortgagee shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has has, in Grantor’s own right, and Grantor covenants to maintain maintain, lawful, good and marketable title to the Property, is lawfully seized and possessed of the Property and every part thereof, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) the matters, if any, set forth under the heading “Permitted Encumbrances” in Exhibit B hereto, which are Permitted Encumbrances only to the extent the same are valid and subsisting and affect the Property, (ii) the liens and security interests evidenced by this Deed of Trust, (iii) statutory liens for real estate taxes and assessments on the Property which are not yet delinquent, (iv) other liens and security interests (if any) in favor of Lender, and (v) any Leases (as hereinafter defined) made in accordance with this Deed of Trust and the assignment of such Leases pursuant to Section 3.1 hereof (the matters described in the foregoing clauses (i), (ii), (iii), (iv), and (v) being herein called the “Permitted Encumbrances”). Grantor Grantor, and Grantor’s successors and assigns, will warrant generally and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee Grantee or its trustee and its Holder and their respective successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereof. Grantor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of Holder. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Grantee or its trustee or Holder or Lenders of any existing or future violation or other breach thereof by Grantor, by the Property or otherwise. If any right or interest of Grantee or its trustee or Holder or any Lender in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, TrusteeGrantee, Holder its trustee and LendersHolder, or any of them (whether or not named as parties to legal proceedings with respect thereto), are hereby authorized and empowered to take such steps as in their discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderHolder, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor hereby promises to pay) owing by Grantor to Trustee Holder or to Holder, for Grantee or its own account or the account of Lenders trustee (as the case may be), and the party (Trustee, Holder or Lenderstrustee, as the case may be) making such expenditures shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has has, in Grantor’s 's own right, and Grantor covenants to maintain lawful, (i) good and marketable indefeasible title to the Land and Improvements on the Land; and (ii) lawful and good title in and to the other Mortgaged Property, is lawfully seized and possessed all of the Property and every part thereof, and has the right to convey the same, foregoing free and clear of all liens, charges, claims, security interests, and encumbrances except for (x) the matters, if any, set forth under the heading "Permitted Encumbrances" in Exhibit B attached hereto, which are Permitted Encumbrances only to the extent the same are valid and subsisting and affect the Mortgaged Property, (y) the liens and security interests evidenced by this Deed of Trust, and (z) other liens and security interests (if any) in favor of Grantee (the matters described in the foregoing clauses (x), (y), and (z), being herein called the "Permitted Encumbrances"). Grantor and Grantor's successors and assigns will warrant generally and forever defend title to the Mortgaged Property, subject as aforesaid to the Permitted Encumbrances, to Trustee and its his successors or substitutes and assigns, for the benefit of Grantee, against the claims and demands of all persons claiming or to claim the same or any part thereof. Grantor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will Encumbrance, unless the failure to pay, perform, observe or keep any of the foregoing (i) would not result in a lien upon the Mortgaged Property or (ii) could not reasonably be expected to have a Material Adverse Effect. Grantor shall not modify or permit modification of otherwise amend any Permitted Encumbrance without the prior written consent of Holderif such modification or amendment could reasonably be expected to have a Material Adverse Effect. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders Grantee of any existing or future violation or other breach thereof by Grantor, by the Mortgaged Property or otherwise. No part of the Mortgaged Property constitutes all or any part of the homestead of Grantor. If any right or interest of Holder or any Lender Grantee in the Mortgaged Property or any part thereof shall be endangered or questioned challenged or shall be attacked directly or indirectly, Trustee, Holder Trustee and LendersGrantee, or any either of them (whether or not named as parties to legal proceedings with respect thereto), ) are hereby authorized and empowered to take such steps as in their discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderGrantee, including including, but not limited to, the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor hereby promises to pay) owing by Grantor to Grantee or Trustee or to Holder, for its own account or the account of Lenders (as the case may be)) and shall be secured hereby, and the party (Grantee or Trustee, Holder or Lenders, as the case may be) making such expenditures shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has has, in Grantor’s 's own right, and Grantor covenants to maintain maintain, lawful, good and marketable title to the Property, is lawfully seized and possessed of the Property and every part thereof, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) the matters, if any, set forth under the heading "Permitted Encumbrances" in Exhibit B hereto, which are Permitted Encumbrances only to the extent the same are valid and subsisting and affect the Property, (ii) the liens and security interests evidenced by this Amended and Restated Deed of Trust and the exceptions set forth in Schedule B – Section II of that certain Xxxxxxx Land Title Services, LLC Commitment for Title Insurance issued to the Grantor and the Grantee, (iii) statutory liens for real estate taxes and assessments on the Property which are not yet delinquent, and (iv) other liens and security interests (if any) in favor of County (the matters described in the foregoing clauses (i), (ii), (iii) and (iv) being herein called the "Permitted Encumbrances"). Grantor Grantor, and Grantor's successors and assigns, will warrant generally and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee and its his successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereofthereof through Grantor. Grantor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of Holder, other than the documents related to the Senior Debt (as defined in the Amended and Restated Loan Agreement). Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders of any existing or future violation or other breach thereof by Grantor, by the Property or otherwise. No part of the Property constitutes all or any part of the principal residence of Grantor if Grantor is an individual. If any right or interest of Holder or any Lender in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder Trustee and LendersHolder, or any either of them (whether or not named as parties to legal proceedings with respect thereto), are hereby authorized and empowered to take such steps as in their discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderHolder, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor hereby promises to pay) owing by Grantor to Holder or Trustee or to Holder, for its own account or the account of Lenders (as the case may be), and the party (Trustee, Holder or LendersTrustee, as the case may be) making such expenditures shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has Mortgagor has, in Grantor’s Mortgagor's own right, and Grantor Mortgagor covenants to maintain maintain, lawful, good and marketable indefeasible title to the Property, is lawfully seized and possessed of the Property and every part thereof, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for the Liens other than Permitted EncumbrancesLiens. Grantor Mortgagor will warrant generally and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee Administrative Agent and its successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereofthereof other than holders of Permitted Liens. Grantor will Mortgagor will, prior to delinquency, punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance Lien and will not modify or permit modification of any Permitted Encumbrance Lien without the prior written consent of HolderAdministrative Agent (unless, as modified, the same continue to constitute Permitted Liens). Inclusion of any matter as a Permitted Encumbrance Lien does not constitute approval or waiver by Holder or Lenders Administrative Agent of any existing or future violation or other breach thereof by GrantorMortgagor, by the Property or otherwise. If any right or interest of Holder or any Lender Administrative Agent in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder and Lenders, or any of them Administrative Agent (whether or not named as parties a party to legal proceedings with respect thereto), are is hereby authorized and empowered to take such steps as in their discretion its Permitted Discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderAdministrative Agent, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor Mortgagor hereby promises to pay) owing by Grantor to Trustee or to Holder, for its own account or the account of Lenders (as the case may be), and the party (Trustee, Holder or Lenders, as the case may beAdministrative Agent) making such expenditures shall be subrogated to all rights of the person receiving such payment.. DAL 79534929v8

Title and Permitted Encumbrances. Grantor has Mortgagor has, in Grantor’s Mortgagor's own right, and Grantor Mortgagor covenants to maintain maintain, lawful, good and marketable title to the Property, is lawfully seized and possessed of the Property and every part thereof, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) the matters, if any, set forth under the heading "Permitted Encumbrances" in Exhibit B hereto, which are Permitted Encumbrances only to the extent the same are valid and subsisting and affect the Property, (ii) the liens and security interests evidenced by this Mortgage, (iii) statutory liens for real estate taxes and assessments on the Property which are not yet due and payable, and (iv) other liens and security interests (if any) in favor of Mortgagee (the matters described in the foregoing clauses (i), (ii), (iii) and (iv) being herein called the "Permitted Encumbrances"). Grantor Xxxxxxxxx, and Xxxxxxxxx's successors and assigns, will warrant generally and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee Xxxxxx and its successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereof. Grantor Mortgagor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of Holder. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders of any existing or future violation or other breach thereof by GrantorMortgagor, by the Property or otherwise. No part of the Property constitutes all or any part of the principal residence of Mortgagor if Mortgagor is an individual. If any right or interest of Holder or any Lender in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder and Lenders, or any of them (whether or not named as parties party to legal proceedings with respect thereto), are is hereby authorized and empowered to take such steps as in their its discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderHolder, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor Xxxxxxxxx hereby promises to pay) owing by Grantor to Trustee or Xxxxxxxxx to Holder, for its own account or the account of Lenders (as the case may be), and the party (Trustee, Holder or Lenders, as the case may be) making such expenditures shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has has, in Grantor’s 's own right, and Grantor covenants to maintain maintain, lawful, good and marketable title to the Property, is lawfully seized and possessed of the Property and every part thereof, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) the matters, if any, set forth under the heading "Permitted Encumbrances" in Exhibit B hereto, which are Permitted Encumbrances only to the extent the same are valid and subsisting and affect the Property, (ii) the liens and security interests evidenced by this Deed of Trust, (iii) statutory liens for real estate taxes and assessments on the Property which are not yet delinquent, and (iv) other liens and security interests (if any) in favor of Lender, (the matters described in the foregoing clauses (i), (ii), (iii), and (iv) being herein called the "Permitted Encumbrances"). Grantor Grantor, and Grantor's successors and assigns, will warrant generally and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee and its his successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereof. Grantor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of Holder. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders of any existing or future violation or other breach thereof by Grantor, by the Property or otherwise. No part of the Property constitutes all or any part of the principal residence of Grantor if Grantor is an individual. If any right or interest of Holder or any Lender in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder Trustee and LendersHolder, or any either of them (whether or not named as parties to legal proceedings with respect thereto), are hereby authorized and empowered to take such steps as in their discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderHolder, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor hereby promises to pay) owing by Grantor to Holder or Trustee or to Holder, for its own account or the account of Lenders (as the case may be), and the party (Trustee, Holder or LendersTrustee, as the case may be) making such expenditures shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has Mortgagor has, in GrantorMortgagor’s own right, and Grantor Mortgagor covenants to maintain maintain, lawful, good and marketable title to its interest in the Property, Oil and Gas Lease and the leasehold estate created thereby together with all other Property subject to this Mortgage. Mortgagor is lawfully seized and possessed of the Property and every part thereof, and has the right to convey its interest in the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) the liens and security interests evidenced by this Mortgage, (ii) statutory liens for real estate taxes and assessments on the Property which are not yet due and payable without premium or penalty; (iii) other liens and security interests (if any) in favor of Mortgagee (the matters described in the foregoing clauses (i) through (v) bing herein called the “Permitted Encumbrances”). Grantor Mortgagor, and Mortgagor’s successors and assigns, will warrant generally specially and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee Mortgagee and its successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereofthereof by, through or under Mortgagor. Grantor Mortgagor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of HolderMortgagee. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders Mortgagee of any existing or future violation or other breach thereof by GrantorMortgagor, by the Property or otherwise. If any right or interest of Holder or any Lender Mortgagee in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder and Lenders, or any of them Mortgagee (whether or not named as parties a party to legal proceedings with respect thereto), are is hereby thereof by Mortgagor, by the Property or otherwise. If any right or interest of Mortgagee in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Mortgagee (whether or not named as a party to legal proceedings with respect thereto), is hereby authorized and empowered to take such steps as in their its discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderMortgagee, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor Mortgagor hereby promises to pay) owing by Grantor Mortgagor to Trustee or to Holder, for its own account or the account of Lenders (as the case may be)Mortgagee, and the party (Trustee, Holder or Lenders, as the case may be) making such expenditures Mortgagee shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has in Grantor’s own right, and Grantor covenants to Borrower shall maintain lawful, lawful good and marketable title to the Property, is lawfully seized and possessed of the each Property and every part thereof, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (a) the Permitted Encumbrances, (b) subject to Borrower’s right to contest pursuant to Section 4.4, Section 4.8 and Section 4.11 hereof, the liens and security interests evidenced by the applicable Security Instrument, (c) statutory liens for Real Property Taxes on such Property which are not yet delinquent, and (d) other liens and security interests (if any) in favor of Administrative Agent. Grantor Through the term of this Agreement, Xxxxxxxx, and Xxxxxxxx’s successors and assigns, will warrant generally and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee Administrative Agent and its successors or substitutes and assigns, against the claims and demands of all persons Persons claiming or to claim the same or any part thereof. Grantor Borrower will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance Encumbrances and will not modify or permit modification of any Permitted Encumbrance in any material respect without the prior written consent of HolderAdministrative Agent, except as may be required by any Governmental Authority or utility provider as applicable. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders Administrative Agent of any existing or future violation or other breach thereof by GrantorBorrower, by the Property or otherwise. If any right or interest of Holder Administrative Agent or any Lender Lenders in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder and Lenders, or any of them Administrative Agent (whether or not it or any Lender is named as parties a party to legal proceedings with respect thereto), are is hereby authorized and empowered to take such steps as in their its reasonable discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder Administrative Agent and each LenderLenders, including the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures expenses so made of every kind and character incurred by Administrative Agent shall be a demand obligation (which obligation Grantor hereby promises part of the Indebtedness and shall be due and payable to pay) owing by Grantor to Trustee or to Holder, for its own account or the account of Lenders (as the case may be), and the party (Trustee, Holder or Lenders, as the case may be) making such expenditures Administrative Agent upon demand. Administrative Agent shall be subrogated to all rights of the person Person receiving such payment.. 4.24

Title and Permitted Encumbrances. Grantor has Trustor has, in GrantorTrustor’s own right, and Grantor Trustor covenants to maintain lawfulmaintain, good good, valid and marketable merchantable title to the Mortgaged Property, is lawfully seized and possessed of the Property and every part thereof, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for the Permitted Encumbrances. Grantor Trustor, and Trustor’s successors and assigns, will warrant generally and forever defend title to the Mortgaged Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee and its successors or substitutes and assigns, Beneficiary against the claims and demands of all persons claiming or to claim the same or any part thereof. Grantor Trustor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of HolderBeneficiary. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders Beneficiary of any existing or future violation or other breach thereof by GrantorTrustor, with respect to the Mortgaged Property or otherwise. No part of the Mortgaged Property constitutes all or any part of the homestead of Trustor. If any right or interest of Holder or any Lender Beneficiary in the Mortgaged Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder and Lenders, or any of them Beneficiary (whether or not named as parties a party to legal proceedings with respect thereto), are ) is hereby authorized and empowered to take such steps as in their its discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderBeneficiary, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation an Obligation (which obligation Grantor Obligation Trustor hereby promises to paypay on demand of Beneficiary) owing by Grantor Trustor to Trustee or to Holder, for its own account or the account of Lenders (as the case may be)Beneficiary, and the party (Trustee, Holder or Lenders, as the case may be) making such expenditures Beneficiary shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has in Grantor’s own right, and The Grantor covenants to maintain maintain, lawful, good and marketable title to the Property, the Grantor is lawfully seized and possessed of the Property and every part thereof, as described above, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) the matters, if any, set forth under the heading "Permitted Encumbrances" in Exhibit B hereto and any encumbrances set forth on the County’s title policy, (ii) the liens and security interests evidenced by this County Deed of Trust, (iii) statutory liens for real estate taxes and assessments on the Property which are not yet delinquent, and (iv) other liens and security interests (if any) in favor of County (the matters described in the foregoing clauses (i), (ii), (iii) and (iv) being herein called the "Permitted Encumbrances"). Grantor Grantor, and Grantor's successors and assigns, will warrant generally and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee and its his successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereofthereof through Grantor. Grantor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of Holder, other than the documents related to the Senior Debt (as defined in the Loan Agreement). Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders of any existing or future violation or other breach thereof by Grantor, by the Property or otherwise. No part of the Property constitutes all or any part of the principal residence of Grantor if Grantor is an individual. If any right or interest of Holder or any Lender in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder Trustee and LendersHolder, or any either of them (whether or not named as parties to legal proceedings with respect thereto), are hereby authorized and empowered to take such steps as in their discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderHolder, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor hereby promises to pay) owing by Grantor to Holder or Trustee or to Holder, for its own account or the account of Lenders (as the case may be), and the party (Trustee, Holder or LendersTrustee, as the case may be) making such expenditures shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has Mortgagor has, in GrantorMortgagor’s own right, and Grantor Mortgagor covenants to maintain maintain, lawful, good and marketable title to its interest in the Property, Oil and Gas Lease and the leasehold estate created thereby together with all other Property subject to this Mortgage. Mortgagor is lawfully seized and possessed of the Property and every part thereof, and has the right to convey its interest in the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) a senior collateral assignment and mortgage securing $1.0 million in indebtedness of Mortgagor to a third party, (ii) the matters, if any, encumbering the Property on the date hereof, including those set forth in any title commitment of Mortgagor, which are Permitted Encumbrances (as hereinafter defined) only to the extent the same are valid and subsisting and affect the Property, (iii) the liens and security interests evidenced by this Mortgage, (iv) statutory liens for real estate taxes and assessments on the Property which are not yet due and payable without premium or penalty; (v) other liens and security interests (if any) in favor of Mortgagee and (vi) the current fee owner’s fee interest in the Premises (the matters described in the foregoing clauses (i) through (vi) being herein called the “Permitted Encumbrances”). Grantor Mortgagor, and Mortgagor’s successors and assigns, will warrant generally specially and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee Mortgagee and its successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereofthereof by, through or under Mortgagor. Grantor Mortgagor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of HolderMortgagee. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders Mortgagee of any existing or future violation or other breach thereof by GrantorMortgagor, by the Property or otherwise. If any right or interest of Holder or any Lender Mortgagee in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder and Lenders, or any of them Mortgagee (whether or not named as parties a party to legal proceedings with respect thereto), are is hereby authorized and empowered to take such steps as in their its discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderMortgagee, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor Mortgagor hereby promises to pay) owing by Grantor Mortgagor to Trustee or to Holder, for its own account or the account of Lenders (as the case may be)Mortgagee, and the party (Trustee, Holder or Lenders, as the case may be) making such expenditures Mortgagee shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has Mortgagor has, in Grantor’s Mortgagor's own -------------------------------- right, and Grantor Mortgagor covenants to maintain maintain, lawful, good and marketable title to the Property, is lawfully seized and possessed of the Property and every part thereof, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) the matters, if any, set forth under the heading "Permitted Exceptions" in Exhibit B hereto, which --------- are Permitted Exceptions only to the extent the same are valid and subsisting and affect the Property, (ii) the liens and security interests evidenced by this Mortgage, and (iii) other liens and security interests (if any) in favor of Mortgagee (the matters described in the foregoing clauses (i), (ii) and (iii) being herein called the "Permitted Encumbrances"). Grantor Mortgagor, and Mortgagor's ---------------------- successors and assigns, will warrant generally and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee Mortgagee and its successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereof. Grantor Mortgagor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of HolderMortgagee. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders Mortgagee of any existing or future violation or other breach thereof by GrantorMortgagor, by the Property or otherwise. If any right or interest of Holder or any Lender Mortgagee in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder and Lenders, or any of them Mortgagee (whether or not named as parties a party to legal proceedings with respect thereto), are ) is hereby authorized and empowered to take such steps as in their its discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderMortgagee, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor Mortgagor hereby promises to pay) owing by Grantor Mortgagor to Trustee or to Holder, for its own account or the account of Lenders (as the case may be)Mortgagee, and the party (Trustee, Holder or Lenders, as the case may be) making such expenditures Mortgagee shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has in Grantor’s 's own right, and Grantor covenants to maintain maintain, lawful, good and marketable indefeasible title to the Mortgaged Property, is lawfully seized and possessed of the Property and every part thereof, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) any and all matters of record as of the Permitted Encumbrancesdate hereof and disclosed to Agent only to the extent the same are valid and subsisting and affect the Mortgaged Property, (ii) the liens and security interests evidenced by this Mortgage, (iii) statutory liens for ad valorem taxes and standby fees on the Mortgaged Property which are not yet delinquent, and (iv) other liens and security interests (if any) in favor of any Bank (the matters described in the foregoing clauses (i), (ii), (iii) and (iv) being herein called the "PERMITTED ENCUMBRANCES"). Grantor Grantor, and Grantor's successors and assigns, will warrant generally and forever defend title to the Mortgaged Property, subject as aforesaid to the Permitted Encumbrances, to Trustee and its his successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereof. Grantor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of HolderAgent. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders Agent of any existing or future violation or other breach thereof by Grantor, by the Mortgaged Property or otherwise. No part of the Mortgaged Property constitutes all or any part of the homestead of Grantor. If any right or interest of Holder Agent or any Lender Bank in the Mortgaged Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder Trustee and LendersAgent, or any either of them (whether or not named as parties to legal proceedings with respect thereto), are hereby authorized and empowered to take such reasonable steps as in their discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderAgent or any Bank, including including, but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All reasonable expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor hereby promises to pay) owing by Grantor to Agent or Trustee or to Holder, for its own account or the account of Lenders (as the case may be), and the party (Agent or Trustee, Holder or Lenders, as the case may be) making such expenditures shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has has, in Grantor’s own right, and Grantor covenants to maintain lawfulmaintain, good good, valid and marketable merchantable title to the Mortgaged Property, is lawfully seized and possessed of the Property and every part thereof, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for the Permitted Encumbrances. Grantor Grantor, and Grantor’s successors and assigns, will warrant generally and forever defend title to the Mortgaged Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee and its successors or substitutes and assigns, Beneficiary against the claims and demands of all persons claiming or to claim the same or any part thereof. Grantor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of HolderBeneficiary. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders Beneficiary of any existing or future violation or other breach thereof by Grantor, with respect to the Mortgaged Property or otherwise. No part of the Mortgaged Property constitutes all or any part of the homestead of Grantor. If any right or interest of Holder or any Lender Beneficiary in the Mortgaged Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder and Lenders, or any of them Beneficiary (whether or not named as parties a party to legal proceedings with respect thereto), are ) is hereby authorized and empowered to take such steps as in their its discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderBeneficiary, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation an Obligation (which obligation Obligation Grantor hereby promises to paypay on demand of Beneficiary) owing by Grantor to Trustee or to Holder, for its own account or the account of Lenders (as the case may be)Beneficiary, and the party (Trustee, Holder or Lenders, as the case may be) making such expenditures Beneficiary shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has has, in Grantor’s Xxxxxxx's own right, and Grantor covenants to maintain maintain, lawful, good and marketable title to the Property, is lawfully seized and possessed of the Property and every part thereof, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) the matters, if any, set forth under the heading "Permitted Encumbrances" in Exhibit B hereto, which are Permitted Encumbrances only to the extent the same are valid and subsisting and affect the Property, (ii) the liens and security interests evidenced by this County Deed of Trust, (iii) statutory liens for real estate taxes and assessments on the Property which are not yet delinquent, and (iv) other liens and security interests (if any) in favor of County (the matters described in the foregoing clauses (i), (ii), (iii) and (iv) being herein called the "Permitted Encumbrances"). Grantor Xxxxxxx, and Xxxxxxx's successors and assigns, will warrant generally and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee and its his successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereof. Grantor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of Holder, other than the documents related to the Xxxxxx and Dunlop Senior Debt (as defined in the Loan Agreement). Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders of any existing or future violation or other breach thereof by Grantor, by the Property or otherwise. No part of the Property constitutes all or any part of the principal residence of Grantor if Grantor is an individual. If any right or interest of Holder or any Lender in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder Trustee and LendersHolder, or any either of them (whether or not named as parties to legal proceedings with respect thereto), are hereby authorized and empowered to take such steps as in their discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderHolder, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor hereby promises to pay) owing by Grantor to Holder or Trustee or to Holder, for its own account or the account of Lenders (as the case may be), and the party (Trustee, Holder or LendersTrustee, as the case may be) making such expenditures shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has has, in Grantor’s 's own right, and Grantor covenants to maintain maintain, lawful, good and marketable indefeasible title to the Mortgaged Property, is lawfully seized and possessed of the Property and every part thereof, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) the matters, if any, set forth on EXHIBIT B hereto, which are Permitted EncumbrancesEncumbrances only to the extent the same are valid and subsisting and affect the Mortgaged Property, (ii) the liens and security interests evidenced by this Deed of Trust, (iii) statutory liens for ad valorem taxes and standby fees on the Mortgaged Property which are not yet delinquent, (iv) other liens and security interests (if any) in favor of Lender, and (v) Permitted Liens (as defined in the Credit Agreement) (the matters described in the foregoing clauses (i), (ii), (iii), (iv), and (v) being herein called the "PERMITTED ENCUMBRANCES"). Grantor Grantor, and Grantor's successors and assigns, will warrant generally and forever defend title to the Mortgaged Property, subject as aforesaid to the Permitted Encumbrances, to Trustee and its his successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereof. Grantor will punctually pay, perform, observe observe, and keep all covenants, obligations obligations, and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of HolderAgent. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders Agent of any existing or future violation or other breach thereof by Grantor, by the Mortgaged Property or otherwise. If any right or interest of Holder Agent or any Lender Holders in the Mortgaged Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder Agent, and LendersHolders, or any of them (whether or not named as parties to legal proceedings with respect thereto), are hereby authorized and empowered to take such steps as in their discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderAgent or Holders, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a due and payable upon demand obligation (which obligation Grantor hereby promises to pay) owing by Grantor to Agent, Holders or Trustee or to Holder, for its own account or the account of Lenders (as the case may be), and the party (Agent, Holders or Trustee, Holder or Lenders, as the case may be) making such expenditures shall be subrogated to all rights of the person receiving such payment. Agent, Holders, or Trustee (as the case may be) shall exercise their reasonable best efforts to notify Grantor prior to taking any such steps or incurring any such expenditures, except in the case of exigent circumstances.

Title and Permitted Encumbrances. Grantor has in Grantor’s own right, and Grantor covenants to Borrower shall maintain lawful, good and marketable title to the Property, is lawfully seized and possessed of the Property and every part thereof, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (a) the Permitted Encumbrances, (b) the liens and security interests evidenced by the Mortgage, (c) statutory liens for Real Property Taxes on the Property which are not yet delinquent, and (d) other liens and security interests (if any) in favor of Administrative Agent. Grantor Borrower shall not suffer and shall promptly cause to be paid and discharged all liens, charges, claims, security interests, and encumbrances against the Property (except those expressly permitted pursuant to the foregoing sentence or under another section of this Agreement) within ten (10) days of the date that any such liens, charges, claims, security interests and encumbrances are filed or recorded against the Property. Borrower, and Borrower’s successors and assigns, will warrant generally and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee Administrative Agent and its successors or substitutes and assigns, against the claims and demands of all persons Persons claiming or to claim the same or any part thereof. Grantor Borrower will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance Encumbrances and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of HolderAdministrative Agent. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders Administrative Agent of any existing or future violation or other breach thereof by GrantorBorrower, by the Property or otherwise. If any right or interest of Holder Administrative Agent or any Lender Lenders in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder and Lenders, or any of them Administrative Agent (whether or not it or any Lender is named as parties a party to legal proceedings with respect thereto), are is hereby authorized and empowered to take such steps as in their its discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder Administrative Agent and each LenderLenders, including the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures expenses so made of every kind and character incurred by Administrative Agent shall be a demand obligation (which obligation Grantor hereby promises part of the Indebtedness and shall be due and payable to pay) owing by Grantor to Trustee or to Holder, for its own account or the account of Lenders (as the case may be), and the party (Trustee, Holder or Lenders, as the case may be) making such expenditures Administrative Agent upon demand. Administrative Agent shall be subrogated to all rights of the person Person receiving such payment.

Title and Permitted Encumbrances. Grantor has Borrower has, in Grantor’s Borrower's own right, and Grantor Borrower covenants to maintain maintain, lawful, good and marketable fee simple title to the Property, is lawfully seized and possessed of the Property and every part thereof, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) the matters, if any, set forth under the heading "Permitted Exceptions" in Exhibit B hereto, which are Permitted Exceptions only to the extent the same are valid and subsisting and affect the Property, (ii) the liens and security interests evidenced by this Security Instrument, (iii) other liens and security interests (if any) in favor of Lender (the matters described in the foregoing clauses (i), (ii) and (iii) being herein called the "Permitted Encumbrances"). Grantor Borrower, and Borrower's successors and assigns, will warrant generally and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee Lender and its successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereof. Grantor Borrower will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of HolderLender. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders Lender of any existing or future violation or other breach thereof by GrantorBorrower, by the Property or otherwise. If any right or interest of Holder or any Lender in the Property or any part thereof shall be endangered or questioned or XXXXX/ORANGE COUNTY ASSOCIATES DEED OF TRUST PAGE 5 shall be attacked directly or indirectly, Trustee, Holder and Lenders, or any of them Lender (whether or not named as parties the party to legal proceedings with respect thereto), are ) is hereby authorized and empowered to take such steps as in their its discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each Lender, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor Borrower hereby promises to pay) owing by Grantor Borrower to Trustee or to Holder, for its own account or the account of Lenders (as the case may be)Lender, and the party (Trustee, Holder or Lenders, as the case may be) making such expenditures Lender shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has Mortgagor has, in GrantorMortgagor’s own right, and Grantor Mortgagor covenants to maintain lawfulmaintain, good good, valid and marketable merchantable title to the Mortgaged Property, is lawfully seized and possessed of the Property and every part thereof, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for the Permitted Encumbrances. Grantor Mortgagor, and Mortgagor’s successors and assigns, will warrant generally and forever defend title to the Mortgaged Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee and its successors or substitutes and assigns, Mortgagee against the claims and demands of all persons claiming or to claim the same or any part thereof. Grantor Mortgagor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of HolderMortgagee. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders Mortgagee of any existing or future violation or other breach thereof by GrantorMortgagor, with respect to the Mortgaged Property or otherwise. No part of the Mortgaged Property constitutes all or any part of the homestead of Mortgagor. If any right or interest of Holder or any Lender Mortgagee in the Mortgaged Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder and Lenders, or any of them Mortgagee (whether or not named as parties a party to legal proceedings with respect thereto), are ) is hereby authorized and empowered to take such steps as in their its discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderMortgagee, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation an Obligation (which obligation Grantor Obligation Mortgagor hereby promises to paypay on demand of Mortgagee) owing by Grantor Mortgagor to Trustee or to Holder, for its own account or the account of Lenders (as the case may be)Mortgagee, and the party (Trustee, Holder or Lenders, as the case may be) making such expenditures Mortgagee shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has Mortgagor has, in GrantorMortgagor’s own right, and Grantor Mortgagor covenants to maintain maintain, lawful, good and marketable title to the Property, is lawfully seized and possessed of the Property and every part thereof, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) the matters, if any, set forth under the heading “Permitted Encumbrances” in Exhibit B hereto, which are Permitted Encumbrances only to the extent the same are valid and subsisting and affect the Property, (ii) the liens and security interests evidenced by this Mortgage, (iii) statutory liens for real estate taxes and assessments on the Property which are not yet delinquent, and (iv) other liens and security interests (if any) in favor of Mortgagee (the matters described in the foregoing clauses (i), (ii), (iii) and (iv) being herein called the “Permitted Encumbrances”). Grantor Mortgagor owns and holds the Fee Parcel in fee simple absolute. Mortgagor is the owner of a valid and subsisting interest as tenant under the Ground Lease, that the Ground Lease is in full force and effect, there are no defaults thereunder and no event has occurred or is occurring which after notice or passage of time or both will result in such a default, that the Ground Lease is subject to no lien, charge or encumbrance of any kind and is prior to all liens, charges and encumbrances whatsoever on the fee interest of the lessor thereunder except such as are listed as exceptions to title in the title policy insuring the lien hereof. Mortgagor, and Mortgagor’s successors and assigns, will warrant generally and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee Mortgagee and its his successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereof. Grantor Mortgagor will preserve the leasehold estate created in it by the Ground Lease, and will forever warrant and defend the same to Mortgagee and will forever warrant and defend the validity and priority of the lien hereof against the claims of all persons and parties whomsoever. Mortgagor will perform or cause to be performed all of the covenants and conditions required to be performed by it under the Ground Lease, will do all things necessary to preserve unimpaired its rights thereunder, and will not enter into any agreement modifying or amending the Ground Lease or releasing the lessor thereunder from any obligations imposed upon it thereby. If Mortgagor receives a notice of default under the Ground Lease, it shall immediately cause a copy of such notice to be sent by registered United States mail to Mortgagee. Mortgagor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of HolderMortgagee. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders Mortgagee of any existing or future violation or other breach thereof by GrantorMortgagor, by the Property or otherwise. No part of the Property constitutes all or any part of the principal residence of Mortgagor if Mortgagor is an individual. If any right or interest of Holder or any Lender Mortgagee in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder Mortgagee and LendersMortgagee, or any either of them (whether or not named as parties to legal proceedings with respect thereto), are hereby authorized and empowered to take such steps as in their discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderMortgagee, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor Mortgagor hereby promises to pay) owing by Grantor Mortgagor to Trustee Mortgagee or to Holder, for its own account or the account of Lenders Mortgagee (as the case may be), and the party (Trustee, Holder Mortgagee or LendersMortgagee, as the case may be) making such expenditures shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has Mortgagor has, in Grantor’s Mortgagor's own right, and Grantor Mortgagor covenants to maintain maintain, lawful, good and marketable title to the Property, is lawfully seized and possessed of the Property and every part thereof, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) the matters, if any, set forth under the heading "Permitted Encumbrances" in Exhibit B hereto, which are Permitted Encumbrances only to the extent the same are valid and subsisting and affect the Property, (ii) the liens and security interests evidenced by this Mortgage, (iii) statutory liens for real estate taxes and assessments on the Property which are not yet delinquent, and (iv) other liens and security interests (if any) in favor of Mortgagee (the matters described in the foregoing clauses (i), (ii), (iii) and (iv) being herein called the "Permitted Encumbrances"). Grantor Mortgagor, and Mortgagor's successors and assigns, will warrant generally and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee Mortgagee and its his successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereof. Grantor Mortgagor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of HolderMortgagee. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders Mortgagee of any existing or future violation or other breach thereof by GrantorMortgagor, by the Property or otherwise. No part of the Property constitutes all or any part of the principal residence of Mortgagor if Mortgagor is an individual. If any right or interest of Holder or any Lender Mortgagee in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder Mortgagee and LendersMortgagee, or any either of them (whether or not named as parties to legal proceedings with respect thereto), are hereby authorized and empowered to take such steps as in their discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderMortgagee, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor Mortgagor hereby promises to pay) owing by Grantor Mortgagor to Trustee Mortgagee or to Holder, for its own account or the account of Lenders Mortgagee (as the case may be), and the party (Trustee, Holder Mortgagee or LendersMortgagee, as the case may be) making such expenditures shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has Borrower has, in Grantor’s Borrower's own right, and Grantor Borrower covenants to maintain maintain, lawful, good and marketable fee simple title to the Property, is lawfully seized and possessed of the Property and every part thereof, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) the matters, if any, set forth under the heading "Permitted Exceptions" in Exhibit B hereto, which are Permitted Exceptions only to the extent the same are valid and subsisting and affect the Property, (ii) the liens and security interests evidenced by this Security Instrument, (iii) other liens and security interests (if any) in favor of Lender (the matters described in the foregoing clauses (i), (ii) and (iii) being herein called the "Permitted Encumbrances"). Grantor Borrower, and Borrower's successors and assigns, will warrant generally and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee Lender and its successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereof. Grantor Borrower will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of HolderLender. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders Lender of any existing or future violation or other breach thereof by GrantorBorrower, by the Property or otherwise. If any right or interest of Holder or any Lender in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder and Lenders, or any of them Lender (whether or not XXXXX/FREMONT ASSOCIATES DEED OF TRUST PAGE 5 named as parties the party to legal proceedings with respect thereto), are ) is hereby authorized and empowered to take such steps as in their its discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each Lender, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor Borrower hereby promises to pay) owing by Grantor Borrower to Trustee or to Holder, for its own account or the account of Lenders (as the case may be)Lender, and the party (Trustee, Holder or Lenders, as the case may be) making such expenditures Lender shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has in Grantor’s own right, and The Grantor covenants to maintain maintain, lawful, good and marketable title to the Property, the Grantor is lawfully seized and possessed of the Property and every part thereof, as described above, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) the matters, if any, set forth under the heading "Permitted Encumbrances" in Exhibit B hereto and any encumbrances set forth on the County’s title policy, (ii) the liens and security interests evidenced by this County Deed of Trust, (iii) statutory liens for real estate taxes and assessments on the Property which are not yet delinquent, and (iv) other liens and security interests (if any) in favor of County (the matters described in the foregoing clauses (i), (ii), (iii) and (iv) being herein called the "Permitted Encumbrances"). Grantor Xxxxxxx, and Xxxxxxx's successors and assigns, will warrant generally and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee and its his successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereofthereof through Grantor. Grantor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of Holder, other than the documents related to the Senior Debt (as defined in the Loan Agreement). Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders of any existing or future violation or other breach thereof by Grantor, by the Property or otherwise. No part of the Property constitutes all or any part of the principal residence of Grantor if Grantor is an individual. If any right or interest of Holder or any Lender in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder Trustee and LendersHolder, or any either of them (whether or not named as parties to legal proceedings with respect thereto), are hereby authorized and empowered to take such steps as in their discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderHolder, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor hereby promises to pay) owing by Grantor to Holder or Trustee or to Holder, for its own account or the account of Lenders (as the case may be), and the party (Trustee, Holder or LendersTrustee, as the case may be) making such expenditures shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has has, in Grantor’s 's own right, and Grantor covenants to maintain maintain, lawful, good and marketable title to the Property, is lawfully seized and possessed of the Property and every part thereof, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) the matters, if any, set forth under the heading "Permitted Encumbrances" in Exhibit B hereto, which are Permitted Encumbrances only to the extent the same are valid and subsisting and affect the Property, (ii) the liens and security interests evidenced by this County Deed of Trust, (iii) statutory liens for real estate taxes and assessments on the Property which are not yet delinquent, and (iv) other liens and security interests (if any) in favor of County (the matters described in the foregoing clauses (i), (ii), (iii) and (iv) being herein called the "Permitted Encumbrances"). Grantor Grantor, and Grantor's successors and assigns, will warrant generally and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee and its his successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereof. Grantor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of Holder, other than the documents related to the Xxxxxx and Dunlop Senior Debt (as defined in the Loan Agreement). Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders of any existing or future violation or other breach thereof by Grantor, by the Property or otherwise. No part of the Property constitutes all or any part of the principal residence of Grantor if Grantor is an individual. If any right or interest of Holder or any Lender in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder Trustee and LendersHolder, or any either of them (whether or not named as parties to legal proceedings with respect thereto), are hereby authorized and empowered to take such steps as in their discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderHolder, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor hereby promises to pay) owing by Grantor to Holder or Trustee or to Holder, for its own account or the account of Lenders (as the case may be), and the party (Trustee, Holder or LendersTrustee, as the case may be) making such expenditures shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has in Grantor’s own right, and The Grantor covenants to maintain maintain, lawful, good and marketable title to the Property, the Grantor is lawfully seized and possessed of the Property and every part thereof, as described above, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) the matters, if any, set forth under the heading "Permitted Encumbrances" in Exhibit B hereto and any encumbrances set forth on the County’s title policy, (ii) the liens and security interests evidenced by this CDBG Deed of Trust, (iii) statutory liens for real estate taxes and assessments on the Property which are not yet delinquent, and (iv) other liens and security interests (if any) in favor of County (the matters described in the foregoing clauses (i), (ii), (iii) and (iv) being herein called the "Permitted Encumbrances"). Grantor Grantor, and Grantor's successors and assigns, will warrant generally and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee and its his successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereofthereof through Grantor. Grantor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of Holder, other than the documents related to the Senior Debt (as defined in the Loan Agreement). Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders of any existing or future violation or other breach thereof by Grantor, by the Property or otherwise. No part of the Property constitutes all or any part of the principal residence of Grantor if Grantor is an individual. If any right or interest of Holder or any Lender in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder Trustee and LendersHolder, or any either of them (whether or not named as parties to legal proceedings with respect thereto), are hereby authorized and empowered to take such steps as in their discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderHolder, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor hereby promises to pay) owing by Grantor to Holder or Trustee or to Holder, for its own account or the account of Lenders (as the case may be), and the party (Trustee, Holder or LendersTrustee, as the case may be) making such expenditures shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has Mortgagor has, in GrantorMortgagor’s own right, and Grantor Mortgagor covenants to maintain maintain, lawful, good and marketable title to its interest in the Property, Oil and Gas Lease and the leasehold estate created thereby together with all other Property subject to this Mortgage. Mortgagor is lawfully seized and possessed of the Property and every part thereof, and has the right to convey its interest in the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) the liens and security interests evidenced by this Mortgage, (ii) statutory liens for real estate taxes and assessments on the Property which are not yet due and payable without premium or penalty; (iii) other liens and security interests (if any) in favor of Mortgagee (the matters described in the foregoing clauses (i) through (v) being herein called the “Permitted Encumbrances”). Grantor Mxxxxxxxx, and Mxxxxxxxx’s successors and assigns, will warrant generally specially and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee Mortgagee and its successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereofthereof by, through or under Mxxxxxxxx. Grantor Mortgagor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of HolderMortgagee. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders Mortgagee of any existing or future violation or other breach thereof by GrantorMortgagor, by the Property or otherwise. If any right or interest of Holder or any Lender Mortgagee in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder and Lenders, or any of them Mortgagee (whether or not named as parties a party to legal proceedings with respect thereto), are is hereby authorized and empowered to take such steps as in their its discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderMortgagee, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor Mortgagor hereby promises to pay) owing by Grantor Mortgagor to Trustee or to Holder, for its own account or the account of Lenders (as the case may be)Mortgagee, and the party (Trustee, Holder or Lenders, as the case may be) making such expenditures Mortgagee shall be subrogated to all rights of the person receiving such payment.

Title and Permitted Encumbrances. Grantor has Mortgagor has, in GrantorMortgagor’s own right, and Grantor Mortgagor covenants to maintain maintain, lawful, good and marketable title to the Property, is lawfully seized and possessed of the Property and every part thereof, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) the matters, if any, set forth under the heading “Permitted Encumbrances” in Exhibit B hereto, which are Permitted Encumbrances only to the extent the same are valid and subsisting and affect the Property, (ii) the liens and security interests evidenced by this Mortgage, (iii) statutory liens for real estate taxes and assessments on the Property which are not yet delinquent, and (iv) other liens and security interests (if any) in favor of Mortgagee (the matters described in the foregoing clauses (i), (ii), (iii) and (iv) being herein called the “Permitted Encumbrances”). Grantor Mortgagor, and Mortgagor’s successors and assigns, will warrant generally and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrancesaforesaid, to Trustee Mortgagee and its his successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereof. Grantor Mortgagor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of HolderMortgagee. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders Mortgagee of any existing or future violation or other breach thereof by GrantorMortgagor, by the Property or otherwise. No part of the Property constitutes all or any part of the principal residence of Mortgagor if Mortgagor is an individual. If any right or interest of Holder or any Lender Mortgagee in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder Mortgagee and LendersMortgagee, or any either of them (whether or not named as parties to legal proceedings with respect thereto), are hereby authorized and empowered to take such steps as in their discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each LenderMortgagee, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor Mortgagor hereby promises to pay) owing by Grantor Mortgagor to Trustee Mortgagee or to Holder, for its own account or the account of Lenders Mortgagee (as the case may be), and the party (Trustee, Holder Mortgagee or LendersMortgagee, as the case may be) making such expenditures shall be subrogated to all rights of the person receiving such payment.