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<br />mortgage, and is given to secure the Obligations, in each case of (a), (b), or (c) above, for the
<br />benefit of Administrative Agent and the other Secured Parties, upon the terms, provisions and
<br />conditions herein set forth (the Deed of Trust Mortgaged Properties, the Other Mortgaged
<br />Properties and the Georgia Secured Property are herein sometimes collectively called the
<br />"Mortgaged Properties ").
<br />Section 1.2. Grant of Security Interest. In order to further secure the payment of the
<br />secured indebtedness hereinafter referred to and the performance of the obligations, covenants,
<br />agreements, warranties, and undertakings of Mortgagor hereinafter described, Mortgagor hereby
<br />grants to Administrative Agent for the benefit of Administrative Agent and the other Secured
<br />Parties a security interest in the entire interest of Mortgagor (whether now owned or hereafter
<br />acquired by operation of any Requirement of Law or otherwise) in and to:
<br />(a) the Mortgaged Properties;
<br />(b) without limitation of any other provision of this Section 1.2, all payments
<br />received in lieu of performance which are related to the Mortgaged Properties (regardless of
<br />whether such payments or rights thereto accrued, and/or the events which gave rise to such
<br />payments occurred, on or before or after the date hereof, including, without limitation, firm or
<br />prepaid transportation payments and similar payments, payments received in settlement of or
<br />pursuant to a judgment rendered with respect to firm transportation or similar obligations or
<br />other obligations under a contract, and payments received in buyout or buydown or other
<br />settlement of a contract) and/or imbalances in deliveries (the payments described in this
<br />subsection (b) being herein called "Payments in Lieu");
<br />(c) all equipment, inventory, improvements, fixtures, accessions, goods, including
<br />Products owned by Mortgagor, and other personal or movable property of whatever nature
<br />(including, but not limited to, that held in connection with the operation of the Mortgaged
<br />Properties or the treating, handling, separation, stabilization, storing, processing, heating,
<br />transporting, gathering or marketing of Products), and all licenses and permits of whatever
<br />nature, including, but not limited to, that now or hereafter used or held for use in connection with
<br />the Mortgaged Properties or in connection with the operation thereof or the treating, handling,
<br />separation, stabilization, storing, processing, heating, transporting, gathering, or marketing of
<br />Products, and all renewals or replacements of the foregoing or substitutions for the foregoing;
<br />(d) all accounts, receivables, contract rights, choses in action (i.e., rights to enforce
<br />contracts or to bring claims thereunder), commercial tort claims and other general intangibles of
<br />whatever nature (regardless of whether the same arose and/or the events which gave rise to the
<br />same occurred, on or before or after the date hereof, including, but not limited to, that related to
<br />the . Mortgaged Properties, the operation thereof, or the treating, handling, separation,
<br />stabilization, storing, processing, transporting, gathering, or marketing of Products, and
<br />including, without limitation, any of the same relating to payment of proceeds thereof or to
<br />payment of amounts which could constitute Payments in Lieu);
<br />(e) without limitation of the generality of the foregoing, any rights and interests of
<br />Mortgagor under any present or future hedge or swap agreements, cap, floor, collar, exchange,
<br />forward or other hedge or protection agreements or transactions, or any option with respect to
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