14 - SECOND TRUST DEED (Boise, Idaho) 0199298.01
After recording, please return to: (For Recorder's Use Only)
Xxxxxxx X. Xxxxxx
Xxxx, Xxxxxx, Xxxxx, Xxxxxxx & Tongue
851 S.W. Sixth Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000-1357
=================================================================
SECOND TRUST DEED
Date: February 18, 1999
Among: ELMER'S RESTAURANTS, INC.
("Grantor")
an Oregon corporation
11802 X.X. Xxxxx Street
P.O. Box 16938
Portland, OR 97292-0938
and: EAGLE'S VIEW MANAGEMENT COMPANY, INC. ("Beneficiary")
an Oregon corporation
P.O. Box 10638
Eugene, OR 97440
and: ALLIANCE TITLE & ESCROW CORP. ("Trustee")
0000 Xxxx Xxxxx Xxxxxx
Xxxxx, XX 00000
Grantor, in consideration of the indebtedness recited and
the trust created in this Trust Deed, irrevocably grants and
conveys to Trustee, in trust, with power of sale, the real
property commonly known as 0000 X. Xxxxxxx Xxxx., located in
Boise, Ada County, Idaho, which is more particularly described in
attached Exhibit A, which is incorporated herein by this
reference (the "Land");
TOGETHER with all the improvements now or hereafter erected
on the Land, and all easements, rights, appurtenances, rents
(subject however to the rights and authorities given in this
Trust Deed to Beneficiary to collect and apply such rents),
royalties, mineral, oil and gas rights and profits, water, water
rights, and water stock, and all fixtures now or hereafter
attached to the Land, all of which, including replacements and
additions thereto, shall be deemed to be and remain a part of the
property covered by this Trust Deed; and all of the foregoing,
together with the Land are referred to in this Trust Deed as the
"Property;"
TO SECURE to Beneficiary (a) the repayment of the
indebtedness evidenced by a Promissory Note dated August 25,
1998, and amended by that certain First Amendment to Promissory
Note of even date herewith (the "Note"), originally given by CBW,
Inc., an Oregon corporation which merged with and into Grantor,
with an original principal balance of $4 million and a present
principal balance of $1.25 million, with interest thereon as
provided in the Note, and with the balance of the indebtedness of
the Note, if not sooner paid, due and payable on February 25,
2004, and all renewals and/or extensions of the Note; (b) the
repayment of any and all other indebtedness owing from Grantor to
Beneficiary at any time hereafter; (c) the repayment of all other
sums, with interest thereon, advanced in accordance with the
terms of this Trust Deed to protect the security of this Trust
Deed; and (d) the performance of the covenants and agreements of
Grantor contained in this Trust Deed (the "Obligations").
GRANTOR COVENANTS that (a) Grantor is lawfully seized of the
estate conveyed by this Trust Deed and has the right to grant and
convey the Property; (b) the Property is unencumbered, except for
the first priority trust deed granted in favor of Xxxxx Fargo
Bank (the "Prior Lienholder") to secure a loan with a principal
balance not to exceed $7,000,000.00 (the "Prior Lien") and such
other exceptions that are reasonably approved in writing by
Beneficiary (the "Permitted Exceptions"); and (c) Grantor will
warrant and defend the title to the Property against all claims
and demands, subject to the Prior Lien, the lien of this Trust
Deed, and the Permitted Exceptions.
Xxxxxxx and Beneficiary covenant and agree as follows:
1. Payment of Principal and Interest. Grantor shall
promptly pay when due the principal and interest on the
indebtedness evidenced by the Note, prepayment and other charges
as provided in the Note and this Trust Deed, and the principal of
and interest on any other advances secured by this Trust Deed.
2. Application of Payments on the Note. All payments
received by Beneficiary under the Note and Section 1 above shall
be applied by Beneficiary as set forth in the Note.
3. Taxes, Assessments and Liens. Grantor shall pay all
taxes, assessments, and other charges, fines and impositions
attributable to the Property which may attain a priority over
this Trust Deed, and leasehold payments or ground rents (if any)
by Grantor making payments, when due, directly to the payee
thereof. Grantor shall promptly furnish to Beneficiary all
notices of amounts due under this Section 3, if requested by
Beneficiary, and Grantor shall promptly furnish to Beneficiary
receipts evidencing such payments. Grantor may pay taxes and
assessments pursuant to the assessor's installment schedule.
Grantor shall promptly discharge any lien which has priority over
this Trust Deed, except the Prior Lien; provided, that Grantor
shall not be required to discharge any such lien so long as
Grantor shall agree in writing to the payment of the obligation
secured by such lien in a manner acceptable to Beneficiary, in
Beneficiary's sole and unfettered discretion, or shall in good
faith contest such lien by, or defend enforcement of such lien
in, legal proceedings that operate to prevent the enforcement of
the lien or forfeiture of the Property or any part thereof.
4. Insurance.
4.1 Requirement to Maintain Property Insurance.
Grantor shall obtain and maintain at all times "all risk"
property insurance, together with endorsements for replacement
cost, inflation adjustment, and all other endorsements as
Beneficiary may from time to time require, all in amounts not
less than the full replacement value of all improvements now
existing or hereafter erected on the Property, without reduction
for co-insurance.
4.2 Requirement to Maintain Liability Insurance.
Grantor shall obtain and maintain at all times comprehensive
general liability insurance with limits, coverages, and risks
insured that are acceptable to Beneficiary, and in no event less
than $2,000,000 combined single limit coverage.
4.3 Insurance Carrier; Premium Payments. The
insurance carrier or carriers providing the insurance shall be
chosen by Grantor subject to approval by Beneficiary. All
premiums on insurance policies shall be paid by Grantor making
payment, when due, directly to the insurance carrier.
4.4 Form of Policies; Proof of Loss. All insurance
policies and renewals thereof shall be in forms acceptable to
Beneficiary and shall include a standard mortgage clause in favor
of and in a form acceptable to Beneficiary. Subject to the
rights of the Prior Lienholder, Beneficiary shall have the right
to hold the policies and renewals thereof, and Grantor shall
promptly furnish to Beneficiary all renewal notices and all
receipts of paid premiums. In the event of loss, Grantor shall
give prompt notice to the insurance carrier and Beneficiary.
Beneficiary may make proof of loss if not made promptly by
Grantor.
4.5 Proceeds. Unless Beneficiary and Grantor
otherwise agree in writing, insurance proceeds shall be applied
to restoration of the Property damaged, if restoration is
economically feasible based upon fixed bids for restoration from
the insurance proceeds, but if restoration is not economically
feasible the insurance proceeds shall be applied to the sums
secured by this Trust Deed, subject to the rights of the Prior
Lienholder. If the Property is abandoned by Grantor, or if
Grantor fails to respond to Beneficiary within 30 days from the
date notice is mailed by Beneficiary to Grantor indicating that
the insurance carrier offers to settle a claim for insurance
benefits, Beneficiary is authorized to collect and apply the
insurance proceeds at Beneficiary's option to restoration of the
Property or to the sums secured by this Trust Deed.
4.6 No Postponement of Payments; Right to Proceeds.
Unless Beneficiary and Grantor otherwise agree in writing, any
such application of proceeds to principal shall not extend or
postpone the due date of any payments referred to in Section 1 of
this Trust Deed or change the amount of such payments. If under
Section 15 of this Trust Deed the Property is acquired by
Beneficiary, all right, title and interest of Grantor in and to
any insurance policies and in and to the proceeds thereof
resulting from damage to the Property prior to the sale or
acquisition shall pass to Beneficiary to the extent of the sums
secured by this Trust Deed immediately prior to such sale or
acquisition.
5. Compliance with Laws. Grantor represents, warrants, and
covenants that: (a) the Property, if developed, has been
developed, and all improvements located on the Property, if any,
have been constructed and maintained, in full compliance with all
applicable laws, statutes, ordinances, regulations, and codes of
all federal, state, and local governments (collectively "Laws"),
and all covenants, conditions, easements, and restrictions
affecting the Property (collectively "Covenants"); and (b)
Grantor and its operations upon the Property currently comply,
and will hereafter comply in all material respects with all
applicable Laws and Covenants.
6. Environmental Covenants, Warranties and Compliance.
6.1 Environmental Law Definition. For purposes of
this section, "Environmental Law" means any federal, state, or
local law, statute, ordinance, or regulation pertaining to
Hazardous Substances, health, industrial hygiene, or
environmental conditions, including without limitation the
Comprehensive Environmental Response, Compensation, and Liability
Act of 1980 ("CERCLA"), as amended, 42 USC 9601-9675, and the
Resource Conservation and Recovery Act of 1976 ("RCRA"), as
amended, 42 USC 6901-6992.
6.2 Hazardous Substance Definition. For the purposes
of this section, "Hazardous Substance" includes, without
limitation, any material, substance, or waste that is or becomes
regulated or that is or becomes classified as hazardous,
dangerous, or toxic under any federal, state, or local statute,
ordinance, rule, regulation, or law.
6.3 No Generation or Use. Grantor will not use,
generate, manufacture, produce, store, release, discharge, or
dispose of on, under or about the Property or the Property's
groundwater, or transport to or from the Property, any Hazardous
Substance and will not permit any other person to do so, except
for such Hazardous Substances that may be used in the ordinary
course of Grantor's business and in compliance with all
Environmental Laws, including but not limited to those relating
to licensure, notice, and recordkeeping.
6.4 Compliance with Law. Grantor will keep and
maintain the Property in compliance with, and shall not cause or
permit all or any portion of the Property, including groundwater,
to be in violation of any Environmental Law.
6.5 Indemnification. Grantor shall hold Beneficiary,
its directors, officers, employees, agents, successors, and
assigns, harmless from, indemnify them for, and defend them
against any and all losses, damages, liens, costs, expenses, and
liabilities directly or indirectly arising out of or attributable
to any violation of any Environmental Law, any breach of
Grantor's warranties in this Section 6, or the use, generation,
manufacture, production, storage, release, threatened release,
discharge, disposal, or presence of a Hazardous Substance on,
under, or about the Property, including without limitation the
costs of any required repair, cleanup, containment, or
detoxification of the Property, the preparation and
implementation of any closure, remedial or other required plans,
attorney fees and costs (including but not limited to those
incurred in any proceeding and in any review or appeal), fees,
penalties, and fines.
6.6 Representations. Grantor represents and warrants
to Beneficiary that: (a) neither the Property nor Grantor is in
violation of or subject to any existing, pending, or threatened
investigation by any governmental authority under any
Environmental Law; (b) Grantor has not and is not required by any
Environmental Law to obtain any permit or license other than
those it has obtained to construct or use the improvements
located on the Property; and (c) to the best of Grantor's
knowledge, no Hazardous Substance has ever been used, generated,
manufactured, produced, stored, released, discharged, or disposed
of on, under, or about the Property in violation of any
Environmental Law.
6.7 Survival. All representations, warranties, and
covenants in this Section 6 shall survive the satisfaction of the
Obligations, the reconveyance of the Property, or the foreclosure
of this Trust Deed by any means.
7. Preservation and Maintenance of Property. Grantor
shall keep the Property in good repair and shall not commit waste
or permit impairment or deterioration of the Property, and shall
comply with the provisions of any lease if this Trust Deed is on
a leasehold.
8. Protection of Beneficiary's Security.
8.1 Appearances; Disbursements. If Grantor fails to
perform the covenants and agreements contained in this Trust
Deed, or, notwithstanding Section 3 of this Trust Deed, if any
action or proceeding is commenced which materially affects
Beneficiary's interest in the Property, including, but not
limited to, construction lien foreclosure, eminent domain,
insolvency, code enforcement, or arrangements or proceedings
involving a bankrupt or decedent, then Beneficiary at
Beneficiary's option, may make such appearances, disburse such
sums and take such action as is necessary to protect
Beneficiary's interest, including, but not limited to,
disbursement of reasonable costs and attorney fees, and entry
upon the Property to make repairs.
8.2 Interest on Disbursements. Any amounts disbursed
by Beneficiary pursuant to this Section 8, with interest thereon,
shall become additional indebtedness of Grantor secured by this
Trust Deed. Unless Grantor and Beneficiary agree to other terms
of payment, such amounts shall be payable upon notice from
Beneficiary to Grantor requesting payment thereof, and shall bear
interest from the date of disbursement at the rate of 15 percent
per annum, unless payment of interest at such rate would be
contrary to applicable law, in which event such amounts shall
bear interest at the highest rate permissible under applicable
law. Nothing contained in this Section 8 shall require
Beneficiary to incur any expense or take any action under this
Trust Deed.
9. Inspection. Beneficiary may make or cause to be made
reasonable entries upon and inspections of the Property during
business hours after prior written notice.
10. Condemnation.
10.1 Assignment of Proceeds. The proceeds of any award
or claim for damages, direct or consequential, in connection with
condemnation or other taking of the Property, or part thereof, or
for conveyance in lieu of condemnation, are hereby assigned and
shall be paid to Beneficiary, subject to the rights of the holder
of the Prior Lienholder.
10.2 Total and Partial Taking. In the event of a total
taking of the Property, the proceeds shall be applied to the sums
secured by the Prior Lien and this Trust Deed, with the excess,
if any, paid to Grantor. In the event of a partial taking of the
Property, unless Grantor and Beneficiary otherwise agree in
writing, there shall be applied to the sums secured by this Trust
Deed such proportion of the proceeds as is equal to that
proportion which the amount of the sums secured by this Trust
Deed immediately prior to the date of taking bears to the fair
market value of the Property immediately prior to the date of
taking with the balance of the proceeds paid to Grantor.
10.3 Property is Abandoned; Failure to Respond. If the
Property is abandoned by Grantor, or if, after notice by
Beneficiary to Grantor that the condemnor offers to make an award
or settle a claim for damages, Grantor fails to respond to
Beneficiary within 30 days after the date such notice is mailed,
Beneficiary is authorized to collect and apply the proceeds, at
Beneficiary's option, either to restoration or repair of the
Property or to the sums secured by this Trust Deed.
10.4 No Postponement of Payments. Unless Beneficiary
and Grantor otherwise agree in writing, any such application of
proceeds to principal shall not extend or postpone the due date
of any payments referred to in Section 1 of this Trust Deed or
change the amount of such payments.
11. Grantor Not Released. Extension of the time for
payment or modification of amortization of the sums secured by
this Trust Deed granted by Beneficiary to any successor in
interest of Grantor shall not operate to release, in any manner,
the liability of the original Grantor and Xxxxxxx's successors in
interest. Beneficiary shall not be required to commence
proceedings against such successor, refuse to extend time for
payment, or otherwise modify amortization of the sums secured by
this Trust Deed by reason of any demand made by the original
Grantor or Xxxxxxx's successors in interest.
12. Forbearance by Beneficiary Not a Waiver. Any
forbearance by Beneficiary in exercising any right or remedy
under this Trust Deed, or otherwise afforded by applicable law,
shall not be a waiver of or preclude the exercise of any such
right or remedy. The procurement of insurance or the payment of
taxes or other liens or charges by Beneficiary shall not be a
waiver of Beneficiary's right to accelerate the maturity of the
indebtedness secured by this Trust Deed.
13. Remedies Cumulative. All remedies provided in this
Trust Deed are distinct and cumulative to any other right or
remedy under this Trust Deed or afforded by law or equity, and
may be exercised concurrently, independently or successively.
14. Due on Sale. If all or any part of the Property or any
interest in the Property is sold, transferred, assigned,
conveyed, pledged, hypothecated, or given, either voluntarily or
involuntarily, or by operation of law, without Beneficiary's
prior written consent, or in the event of a default with respect
to the Prior Lien, or if any lien or encumbrance subordinate to
the lien of this Trust Deed is placed or allowed to remain on the
Property which adversely affects the lien of this Trust Deed,
Beneficiary may, at Beneficiary's option, declare all the sums
secured by this Trust Deed to be immediately due and payable, and
seek any and all other remedies available under this Trust Deed,
the Note or under applicable law.
15. Default and Remedies.
15.1 Events of Default. Each of the following shall
constitute an event of default under this Trust Deed:
15.1.1 Nonpayment. Failure of Grantor to pay
any of the Obligations on or before the due date and within any
applicable cure period.
15.1.2 Breach of Other Covenants. Failure of
Grantor to perform or abide by any other covenant included in the
Obligations, including without limitation those covenants in the
Note, in this Trust Deed or in any other loan document or
agreement between Grantor and Beneficiary and the failure to cure
any such nonperformance within any applicable cure period.
15.1.3 Other Default. The occurrence of any
other event of default under the Note or any of the other
Obligations.
15.1.4 Prior Lien. The occurrence of any
default under the terms and conditions of the Prior Lien.
15.2 Remedies.
15.2.1 Acceleration. Upon Grantor's breach of
any covenant or agreement of Grantor in this Trust Deed,
including the covenants to pay when due any sums secured by this
Trust Deed, Beneficiary at Beneficiary's option may declare all
of the sums secured by this Trust Deed to be immediately due and
payable without further demand and may invoke the power of sale
and any other remedies permitted by applicable law.
15.2.2 Sale by Trustee. If Beneficiary invokes
the power of sale, Beneficiary shall execute or cause Trustee to
execute a written notice of the occurrence of an event of default
and of Beneficiary's election to cause the Property to be sold,
and shall cause such notice to be recorded in each county in
which the Property or some part of the Property is located.
Beneficiary or Trustee shall give notice of sale in the manner
prescribed by applicable law to Grantor and to the other persons
prescribed by applicable law. After the lapse of such time as
may be required by applicable law, Trustee, without demand on
Grantor, shall sell the Property at public auction to the highest
bidder at the time and place and under the terms designated in
the notice of sale in one or more parcels and in such order as
Trustee may determine. Trustee may postpone sale of all or any
parcel of the Property by public announcement at the time and
place of any previously scheduled sale. Beneficiary or
Beneficiary's designee may purchase the Property at any sale.
15.2.3 Trustee's Deed. Trustee shall deliver
to the purchaser Trustee's deed conveying the Property so sold
without any covenant or warranty, expressed or implied. The
recitals in the Trustee's deed shall be prima facie evidence of
the truth of the statements made therein. Trustee shall apply
the proceeds of the sale in the following order: (a) to all
reasonable costs and expenses of the sale, including, but not
limited to, reasonable Trustee and attorney fees and costs of
title evidence; (b) to all sums secured by the Prior Lien; (c) to
all sums secured by this Trust Deed; and (d) the excess (if any)
to the person or persons legally entitled thereto.
15.2.4 Other Remedies. Beneficiary may
exercise any other rights or remedies available to Beneficiary
under this Trust Deed, the Note, or any other loan document or
agreement between Grantor and Beneficiary, or otherwise allowed
under applicable law.
15.2.5 Cumulative Remedies. All remedies under
this Trust Deed are cumulative and not exclusive. Any election to
pursue one remedy shall not preclude the exercise of any other
remedy. An election by Beneficiary to cure shall not constitute a
waiver of the default or of any of the remedies provided in this
Trust Deed. No delay or omission in exercising any right or
remedy shall impair the full exercise of that or any other right
or remedy or constitute a waiver of the default.
15.2.6 Costs and Expenses. Beneficiary shall be
entitled to collect all reasonable costs and expenses incurred in
pursuing the remedies provided in this Section 15, including,
but not limited to, reasonable costs and attorney fees, as
provided below in Section 21.5.
16. Xxxxxxx's Right to Reinstate. Notwithstanding
Beneficiary's acceleration of the Obligations secured by this
Trust Deed, Grantor shall have the right to reinstate this Trust
Deed if all payments are made to Beneficiary as required under
applicable Idaho law and Grantor takes such action as Beneficiary
may reasonably require to assure that the lien of this Trust
Deed, Beneficiary's interest in the Property and Grantor's
obligation to pay the sums secured by this Trust Deed shall
continue unimpaired. Upon such payment and cure by Grantor, this
Trust Deed and the Obligations secured by this Trust Deed shall
remain in full force and effect as if no acceleration had
occurred.
17. Assignment of Rents; Appointment of Receiver;
Beneficiary in Possession. As additional security under this
Trust Deed, Grantor hereby assigns to Beneficiary the rents of
the Property (if any), provided that Grantor shall, prior to
acceleration under Section 15 of this Trust Deed or abandonment
of the Property, have the right to collect and retain such rents
as they become due and payable. Upon acceleration under Section
15 of this Trust Deed or abandonment of the Property,
Beneficiary, in person, by agent or by judicially appointed
receiver, shall be entitled to enter upon, take possession of and
manage the Property and to collect the rents of the Property (if
any), including those past due. All rents collected by
Beneficiary or the receiver shall be applied first to payment of
the costs of management of the Property and collection of rents,
including but not limited to, receiver fees, premiums on
receiver's bonds and reasonable attorney fees and costs, and to
the sums secured by this Trust Deed. Beneficiary and the
receiver shall be liable to account only for those rents actually
received.
18. Rights of Prior Lienholder. The rights of Beneficiary
with respect to insurance and condemnation proceeds as provided
in this Trust Deed, and all other rights granted under this Trust
Deed that have also been granted to the Prior Lienholder, shall
be subject to the rights of the Prior Lienholder. Grantor hereby
authorizes the Prior Xxxxxxxxxx, on satisfaction of the
indebtedness secured by the Prior Lien, to remit all remaining
insurance or condemnation proceeds and all other sums held by the
Prior Lienholder to Beneficiary to be applied in accordance with
this Trust Deed.
19. Reconveyance. Upon payment of all sums secured by this
Trust Deed, Beneficiary shall request Trustee to reconvey the
Property and shall surrender this Trust Deed and all notes
evidencing indebtedness secured by this Trust Deed to Trustee.
Trustee shall reconvey the Property without warranty and without
charge to the person or persons legally entitled thereto. Such
person or persons shall pay all costs of recordation, if any.
20. Substitute Trustee. In accordance with applicable law,
Beneficiary may from time to time remove Trustee and appoint a
successor trustee. Without conveyance of the Property, the
successor trustee shall succeed to all the title, power and
duties conferred upon Trustee in this Trust Deed and by
applicable law.
21. Miscellaneous.
21.1 Notices. Except for any notice required under
applicable law to be given in another manner, (a) any notice to
Grantor provided for in this Trust Deed shall be given by
certified mail, return receipt requested, first class postage
prepaid, to Grantor's address stated on the first page of this
Trust Deed, or to such other address that Grantor may designate
by notice to Beneficiary as provided in this Trust Deed, and
(b) any notice to Beneficiary shall be given by certified mail,
return receipt requested, first class postage prepaid, to
Beneficiary's address stated on the first page of this Trust Deed
or to such other address as Beneficiary may designate by notice
to Grantor as provided in this Trust Deed. Any notice provided
for in this Trust Deed shall be deemed to have been given to
Grantor or Beneficiary when deposited in the United States mail.
21.2 Governing Law. The provisions of this Trust Deed
shall be governed by and construed in accordance with the laws of
the state of Idaho.
21.3 Grantor's Copy. Grantor shall be furnished a
conformed copy of the Note and of this Trust Deed at the time of
execution or after recordation.
21.4 Successors and Assigns Bound; Captions. The
covenants and agreements contained in this Trust Deed shall bind,
and the rights under this Trust Deed shall inure to, the
respective successors and assigns of Beneficiary and Grantor.
The captions and headings of the sections of this Trust Deed are
for convenience only and are not to be used to interpret or
define the provisions of this Trust Deed.
21.5 Attorney Fees. If Beneficiary refers any of the
Obligations to an attorney for collection or seeks legal advice
following a default; if Beneficiary is the prevailing party in
any litigation instituted in connection with any of the
Obligations; or if Beneficiary or any other person initiates any
judicial or nonjudicial action, suit, or proceeding in connection
with any of the Obligations or the Property (including but not
limited to proceedings under federal bankruptcy law, eminent
domain, under probate proceedings, or in connection with any
state or federal tax lien), and an attorney is employed by
Beneficiary to (1) appear in any such action, suit, or
proceeding, or (2) reclaim, seek relief from a judicial or
statutory stay, sequester, protect, preserve, or enforce
Beneficiary's interests, then in any such event Grantor shall pay
reasonable attorney fees, costs, and expenses incurred by
Beneficiary or its attorney in connection with the above-
mentioned events or any appeals related to such events, including
but not limited to costs incurred in searching records, the cost
of title reports, and the cost of surveyors' reports. Such
amounts shall be secured by this Trust Deed and, if not paid upon
demand, shall bear interest at the rate specified in Section 8.2.
21.6 Standard for Discretion. In the event this Trust
Deed is silent on the standard for any consent, approval,
determination, or similar discretionary action, the standard
shall be sole and unfettered discretion as opposed to any
standard of good faith, fairness, or reasonableness.
21.7 Conflicts. In the event that the terms and
conditions of this Trust Deed conflict in any way with the terms
and conditions of the Prior Lien, the terms and conditions of the
Prior Lien shall control.
21.8 Time is of the Essence. Time is of the essence
with respect to all covenants and obligations of Grantor under
this Trust Deed.
21.9 Commercial Property. Grantor covenants and
warrants that the Property are used by Grantor exclusively for
business and commercial purposes.
IN WITNESS WHEREOF, Xxxxxxx has executed this Trust Deed as
of the day and year first above written.
ELMER'S RESTAURANTS, INC.
an Oregon corporation
By: __/s/Xxxxx X. Xxxxx____
Name: Xxxxx X. Xxxxx
Title: President
STATE OF OREGON )
) ss.
County of )
This Trust Deed was acknowledged before me on February
_____, 1999, by __________ ________________________, as
_________________________ of Xxxxx's Restaurants, Inc.
______________________________
NOTARY PUBLIC FOR OREGON
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
LOT 1 IN BLOCK 1 AND LOT 1 IN BLOCK 2 OF CAPITOL PARK, ACCORDING
TO THE OFFICIAL PLAT THEREOF, FILED IN BOOK 53 OF PLATS AT PAGES
4728-4729, RECORDS OF ADA COUNTY, IDAHO.
