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200 010492 3 each other Guarantor, and severally, as a primary obligor and not merely as a surety, has guaranteed (a) the due and punctual payment by the Borrower of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans and the Swingline Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise, (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceedings, regardless of whether allowed or allowable in such proceeding) of the Borrower to the Secured Parties under the Credit Agreement and the other Loan Documents to which the Borrower is or is to be a party, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrower under or pursuant to the Credit Agreement and the other Loan Documents and (c) the due and punctual payment and performance of all obligations of the Borrower, monetary or otherwise, under each Rate Protection Agreement entered into with a counterparty that was a Lender (or an Affiliate of a Lender) at the time such Rate Protection Agreement was entered into (all the obligations referred to in the preceding clauses (a) through (c) above, and all extensions and renewals thereof, in whole or in part, being referred to collectively as the "Obligations "). The obligations of the Lenders to make Loans, of the Swingline Lenders to make Swingline Loans and of the Fronting Bank to issue Letters of Credit under the Credit Agreement are conditioned upon, among other things, the execution and delivery by the Grantor of this Deed of Trust, in the form hereof, to secure the Obligations. Pursuant to the requirements of the Credit Agreement, the Grantor is entering into this Deed of Trust to create a lien on and security interest in the Trust Property (as defined herein) to secure the performance and payment by the Grantor of the Obligations. The Credit Agreement also requires the granting by the Grantor and the other Guarantors of mortgages, trust deeds and deeds to secure debt (the "Other Mortgages ") that create security [NYCorp; 1105401 .3:DPCO2:11 /11 /00- 12:05a] (Hall County)