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202202GG0
<br />1230 Peachtree Street, NE
<br />Suite 2100
<br />Atlanta, GA 30309
<br />Attn: Chris Molen
<br />E-mail: cmolen@mcguirewoods.com
<br />Section 1.19. Maturity of Indebtedness. The final maturity of the indebtedness secured hereby,
<br />subject to the rights of acceleration, is May 26, 2025.
<br />Section 1.20. Limit on Secured Indebtedness. It is the intention of Mortgagor and Administrative
<br />Agent that this Mortgage not constitute a fraudulent transfer or fraudulent conveyance under any state or
<br />federal law that may be applied hereto. Mortgagor and, by its acceptance hereof, Administrative Agent
<br />hereby acknowledges and agrees that, notwithstanding any other provision of this Mortgage, the amount of
<br />indebtedness secured by Mortgagor hereunder shall be limited to the maximum amount of indebtedness
<br />that can be secured by Mortgagor hereunder without rendering this Mortgage voidable under any applicable
<br />Requirement of Law relating to fraudulent conveyances or fraudulent transfers with respect to Mortgagor.
<br />Section 1.21. Excluded Assets. Notwithstanding any other provision of this Mortgage, this
<br />Mortgage shall not, at any time, constitute a grant of a Lien, privilege, security interest or encumbrance in
<br />any property that is, at such time, an Excluded Asset (as hereinafter defined), and the terms "Property,"
<br />"Collateral" and each of the defined terms incorporated therein shall exclude the Excluded Assets. For
<br />purposes of this Mortgage, "Excluded Assets" shall mean: (a) any permit, lease, license, contract, property
<br />right or agreement to which any Mortgagor is a party or any of its rights or interests thereunder if, and only
<br />for so long as, the grant of a Lien, privilege, security interest or encumbrance hereunder shall constitute or
<br />result in a breach, termination or default under any such permit, lease, license, contract, property right or
<br />agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections
<br />9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable Requirement
<br />of Law or principles of equity); provided, however, that such security interest shall attach immediately to
<br />any portion of such permit, lease, license, contract, property rights or agreement that does not result in any
<br />of the consequences specified above; (b) the Excluded Stock (as hereinafter defined); (c) all cars, trucks,
<br />trailers and other vehicles covered by a certificate of title under the laws of any state to which any Mortgagor
<br />has any right, title or interest; (d) all Letter -of -Credit Rights (other than Letter -of -Credit Rights constituting
<br />a Supporting Obligation) (in each case, as such term defined in the UCC), (e) all Farm Products (as defined
<br />in the UCC), (f) Buildings or Manufactured (Mobile) Homes (as those terms are defined in applicable Flood
<br />Insurance Laws) located in or on the Facilities and (g) any property as to which Administrative Agent
<br />reasonably determines that the costs of obtaining or perfecting a Lien in such property are excessive in
<br />relation to the value of the security to be afforded thereby. For purposes of this Mortgage, "Excluded
<br />Stock" shall mean: (a) the voting Capital Stock of any Excluded Foreign Subsidiary in excess of 65% of
<br />the outstanding voting Capital Stock of such Excluded Foreign Subsidiary; and (b) the Capital Stock of any
<br />Unrestricted Subsidiary.
<br />ARTICLE II
<br />Representations, Warranties and Covenants
<br />Section 2.1. Mortgagor represents, warrants, and covenants as follows:
<br />(a) Title and Permitted Liens. Mortgagor has, as of the date hereof, good and defensible title
<br />to the Property, free and clear of all Liens, privileges, security interests, and encumbrances except for
<br />Customary Permitted Liens. From and after the date hereof, Mortgagor covenants to maintain good and
<br />defensible title to the Property, free and clear of all Liens, privileges, security interests, and encumbrances
<br />except for the Liens permitted by Section 7.3 of the Credit Agreement. Mortgagor will warrant and defend
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