200411880 - Laserfiche WebLink

Browse

200411880 delivery of this Deed of Trust. Certain term loans remain outstanding under the Existing Credit Agreement and continue to be secured by the Existing Deed of Trust. Pursuant to the terms of, and subject to the conditions specified in, the Credit Agreement, (i) the Lenders have agreed to make Term Loans, Revolving Loans and Incremental Extensions of Credit to the Borrower, (ii) the Swingline Lender has agreed to make Swingline Loans to the Borrower (the Swingline Loans, together with the Term Loans, Revolving Loans and Incremental Extensions of Credit, the "Loans ") and (iii) the Fronting Bank has agreed to issue Letters of Credit for the account of the Borrower. The sum of the principal amount of the Loans and the Letters of Credit from time to time outstanding and secured hereby shall not exceed Seven Hundred Million Dollars ($700,000,000). Grantor is a wholly owned Subsidiary of the Borrower and will derive substantial benefit from the making of the Loans by the Lenders, the making of the Swingline Loans by the Swingline Lender and the issuance of Letters of Credit by the Fronting Bank. In order to induce the Lenders to make Loans, the Swingline Lender to make Swingline Loans and the Fronting Bank to issue Letters of Credit, the Grantor and certain other Subsidiaries of the Borrower (collectively, the "Guarantors ") have entered into a Guarantee Agreement of even date herewith with Collateral Agent for the benefit of the Secured Parties pursuant to which Grantor, jointly with each other Guarantor, and severally, as a primary obligor and not merely as a surety, has guaranteed the Obligations (as defined in the Guarantee Agreement). As used in this Deed of Trust, the term "Secured Parties" shall mean (a) the Lenders, (b) the Administrative Agent, (c) the Collateral Agent, (d) the Fronting Bank, (e) the Syndication Agent, (f) each counterparty to a Rate Protection Agreement entered into with Borrower if such counterparty was a Lender (or an Affiliate of a Lender) at the time the Rate Protection Agreement was entered into, (g) the beneficiaries of each indemnification obligation undertaken by any Borrower or Guarantor under any Loan Document and (h) the successors and assigns of each of the foregoing. The obligations of the Lenders to make Loans, of the Swingline Lender 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 continue the lien of the Existing Deed of Trust 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, deeds of trust and/or deeds to secure debt (the "Other Mortgages ") that create security interests in certain Mortgaged Properties other than the Trust Property to secure the performance of the Obligations. 3 [[NYC0RP:2455832v1 ]] T