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<br />20031437©
<br />G. It is a condition precedent to the obligation of the Lenders to make their
<br />respective extensions of credit to the Borrower under the Credit Agreement that Grantor shall
<br />have executed and delivered this Deed of Trust to Beneficiary for the ratable benefit of the
<br />Secured Parties. References herein to the "Secured Parties" shall mean the collective reference
<br />to Beneficiary, the other agents, the Revolving Credit Lenders (including any Issuing Lender it
<br />its capacity as Issuing Lender) and any Qualified Counterparties.
<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 of all obligations and liabilities
<br />of Grantor to the Secured Parties which may arise under or in connection with the Guarantee and
<br />Collateral Agreement (including, without limitation, Section 2 thereof) or any other Loan
<br />Document to which Grantor is a party, in each case whether on account of guarantee obligations,
<br />reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without
<br />limitation, all fees and disbursements of counsel to Beneficiary or to any Guaranteed Party (as
<br />defined in the Guarantee and Collateral Agreement) that are required to be paid by Grantor
<br />pursuant to the terms of this Agreement or any other Loan Document), (collectively, the
<br />"Obligations ");
<br />GRANTOR HEREBY CONVEYS TO TRUSTEE AND HEREBY GRANTS, ASSIGNS,
<br />TRANSFERS AND SETS OVER TO TRUSTEE, IN TRUST WITH POWER OF SALE FOR
<br />THE USE AND BENEFIT OF BENEFICIARY AND TRUSTEE A SECURITY INTEREST IN
<br />ALL OF GRANTOR'S RIGHT, TITLE AND INTEREST IN AND TO THE FOLLOWING
<br />(excluding in each case any Excluded Assets (as defined in the Guarantee and Collateral
<br />Agreement)):
<br />(a) the Real Estate;
<br />(b) all the estate, right, title, claim or demand whatsoever of Grantor, in
<br />possession or expectancy, in and to the Real Estate or any part thereof;
<br />(c) all easements, rights of way, licenses, operating agreements, abutting strips
<br />and gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses,
<br />water and flowage rights, development rights, air rights, mineral and soil rights, plants,
<br />standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses,
<br />tenements, hereditaments and appurtenances belonging, relating or appertaining to the
<br />Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and
<br />all land lying in the bed of any street, road or avenue, in front of or adjoining the Real
<br />Estate to the center line thereof;
<br />(d) all of the fixtures, chattels, business machines, machinery, apparatus,
<br />equipment, furnishings, fittings, appliances and articles of tangible personal property of
<br />every kind and nature whatsoever, and all appurtenances and additions thereto and
<br />substitutions or replacements thereof (together with, in each case, attachments,
<br />components, parts and accessories) currently owned or subsequently acquired by Grantor
<br />and now or subsequently attached to, or contained in or used or usable in any way in
<br />053114- 1025- 08505- NY01.2330405.1
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