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<br />therefor, or in modification, renewal or extension thereof, in whole or in part, such revolving
<br />credit loans being subject to increase up to an aggregate amount of $500,000,000 under the terms
<br />of the Credit Agreement (as from time to time amended, supplemented, restated, increased or
<br />otherwise modified, and all other notes given in substitution therefor, or in modification, renewal
<br />or extension thereof, in whole or in part, the "Notes "); (ii) all additional loans or advances made
<br />by Administrative Agent or the Lenders to or for the benefit of Borrower or any Subsidiary of
<br />Borrower pursuant to the Credit Agreement or any other Loan Document (it being contemplated
<br />that the Lenders may lend additional sums to Borrower or any Subsidiary of Borrower pursuant
<br />to the Credit Agreement from time to time, but shall not be obligated to do so, and Mortgagor
<br />agrees that the payment of any such additional loans shall be secured by this Mortgage), (iii) all
<br />interest (including, without limitation, interest accruing at any post - default rate and interest
<br />accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency,
<br />reorganization or like proceeding, whether or not a claim for post - filing or post - petition interest
<br />is allowed in such proceeding), fees, premiums, costs (including costs of collection), expenses,
<br />penalties, indemnities, reasonable legal and other fees, and all other reasonable amounts which
<br />may now or hereafter be owed to the Administrative Agent, the Issuing Lenders, the Arrangers,
<br />or any other Secured Party under or in connection with the Credit Agreement or any of the other
<br />Loan Documents, whether or not evidenced by a promissory note or other instrument; (iv) all
<br />obligations and liabilities of any nature now or hereafter existing under or arising in connection
<br />with the Letters of Credit and Reimbursement Obligations, together with interest and other
<br />amounts payable with respect thereto; (v) all other Obligations, indebtedness, obligations and
<br />liabilities now or hereafter existing of any kind of any Loan Party or other Group Member to
<br />Administrative Agent or any other Secured Parties under documents which recite that they are
<br />intended to be secured by this Mortgage; (vi) any sums which may be advanced or paid by
<br />Trustee or Administrative Agent or any Secured Party under the terms hereof or of the Credit
<br />Agreement or other Loan Documents on account of the failure of Mortgagor or any other Loan
<br />Party to comply with the covenants of Mortgagor or other Loan Party contained herein or
<br />therein; and (vii) all other Obligations, obligations and liabilities of Mortgagor arising pursuant
<br />to the provisions of this Mortgage and the other Loan Documents, including penalties,
<br />indemnities, legal and other fees, charges and expenses, and amounts advanced by and expenses
<br />incurred in order to preserve any collateral or security interest, whether due after acceleration or
<br />otherwise; (b) all Obligations, obligations and liabilities of Borrower, any other Loan Party or
<br />any Group Member to the Administrative Agent or any other Secured Party, whether now in
<br />existence or hereafter arising, whether by acceleration, termination or otherwise, which may
<br />arise under, out of, or in connection with, any Specified Swap Agreement, any Specified Cash
<br />Management Agreement or any other document made, delivered or given in connection herewith
<br />or therewith, including, without limitation, any amounts payable in respect of a liquidation of, an
<br />acceleration of obligations under, or an early termination of, any Specified Swap Agreement, and
<br />any unpaid amounts owing in respect thereof; (c) any and all other present or future Obligations;
<br />and (d) any and all renewals, modifications, substitutions, rearrangements or extensions of any of
<br />the foregoing, whether in whole or in part; provided that, notwithstanding anything to the
<br />contrary contained herein, this Mortgage shall not secure any Excluded Swap Obligation.
<br />Section 1.4. Secured Indebtedness. The indebtedness referred to in Section 1.3, and all
<br />renewals, extensions and modifications thereof, and all substitutions therefor, in whole or in part,
<br />are herein sometimes referred to as the "secured indebtedness" or the "indebtedness secured
<br />hereby." It is contemplated and acknowledged that the secured indebtedness may include
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