|
200403313 2
<br />Granting Clauses
<br />For good and valuable consideration, the receipt and sufficiency of which are
<br />hereby acknowledged, Grantor agrees that to secure the payment and performance of (i) in the
<br />event that Grantor is not the Borrower, all obligations and liabilities of Grantor which may arise
<br />under or in connection with the Guarantee and Collateral Agreement (including, without
<br />limitation, Section 2 thereof) or any other Loan Document to which Grantor is a party, in each
<br />case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities,
<br />costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel
<br />to the Beneficiary or to any Secured Party that are required to be paid by the Grantor pursuant to
<br />the terms of this Deed of Trust or any other Loan Document), and (ii) in the event that Grantor is
<br />the Borrower, the unpaid principal of and interest on the Loans and Reimbursement Obligations
<br />and all other obligations and liabilities of the Grantor (including, without limitation, interest
<br />accruing at the then applicable rate provided in the Credit Agreement after the maturity of the
<br />Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided
<br />in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of
<br />any insolvency, reorganization or like proceeding, relating to the Grantor, whether or not a claim
<br />for post -filing or post - petition interest is allowed in such proceeding) to the Beneficiary or any
<br />Lender (or, in the case of any Specified Swap Agreement or Specified Cash Management
<br />Agreement, any Affiliate of any Lender), whether direct or indirect, absolute or contingent, due
<br />or to become due, or now existing or hereafter incurred, which may arise under, out of, or in
<br />connection with, the Credit Agreement, this Deed of Trust, the other Loan Documents, any
<br />Letter of Credit, any Specified Swap Agreement, any Specified Cash Management Agreement or
<br />any other document made, delivered or given by any Loan Party in connection with any of the
<br />foregoing, in each case whether on account of principal, interest, reimbursement obligations,
<br />fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and
<br />disbursements of counsel to the Administrative Agent or to the Lenders that are required to be
<br />paid by the Grantor pursuant to the terms of any of the foregoing agreements) (collectively, the
<br />"Obli ations ");
<br />To secure the full and timely payment, performance and discharge of the Obligations secured
<br />hereby, Grantor has GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents
<br />does GRANT, BARGAIN, SELL and CONVEY unto Trustee, in trust, WITH POWER OF
<br />SALE, for the benefit and security of Beneficiary, under and subject to the terms and conditions
<br />hereinafter set forth, the Mortgaged Property described as follows, subject, however, to
<br />Permitted Exceptions:
<br />(a) the Land;
<br />(b) all right, title and interest Grantor now has or may hereafter acquire in and
<br />to the Improvements or any part thereof and all the estate, right, title, claim or demand
<br />whatsoever of Grantor, in possession or expectancy, in and to the Real Estate or any part
<br />thereof;
<br />(c) all present and future right, title and interest of Grantor in, to and under all
<br />easements, rights of way, licenses, operating agreements, abutting strips and gores of
<br />land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and
<br />flowage rights, development rights, air rights, mineral and soil rights, plants, standing and
<br />509265- 1023 - 02729- NY02.2352389.1
<br />
|