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<br />(b) "Debtor ": TCP Communications LLC, a Delaware limited liability
<br />company, whose address is 900 Cummings Center, Suite 316U, Beverly, Massachusetts 01915.
<br />(c) "Secured Party ": Administrative Agent for the benefit of itself, the
<br />Lenders, and any subsequent holder or holders of the Notes (hereinafter defined).
<br />(d) "Site Ground Lease ": Collectively, all site ground lease agreements
<br />entered into by Debtor for real property on which a Tower is located and more particularly
<br />described on Exhibit A attached hereto.
<br />(e) "Towers ": Communications tower sites and /or other types of
<br />communications or broadcast transmission facilities and the locations related thereto, leased,
<br />subleased, owned or otherwise used or operated by Debtor, including, without limitation, unless
<br />the context otherwise requires, rooftop sites, water towers and similar sites.
<br />(f) "Uniform Commercial Code ": The uniform commercial code enacted in
<br />the state or commonwealth in which Land (hereinafter defined) is located.
<br />The Loan Agreement dated as of July 30, 2004 between Debtor, Secured Party and the
<br />Lenders, pursuant to which the Notes and this Deed of Trust are executed, as such Loan
<br />Agreement may be amended, supplemented, renewed, extended, restated, or otherwise modified
<br />from time to time, is the "Loan Agreement" referred to in this Deed of Trust and a "Loan
<br />Document" for all purposes of this Deed of Trust.
<br />Section 1.2 Mortgaged Propert y. Debtor, in order to secure the payment of the
<br />indebtedness hereinafter referred to and the performance of the obligations, covenants,
<br />agreements, warranties and undertakings of Debtor hereinafter described, does hereby
<br />IRREVOCABLY GRANT, BARGAIN, SELL, ALIEN, REMISE, RELEASE, CONVEY,
<br />MORTGAGE, TRANSFER, ASSIGN, CONFIRM and SET OVER to the Trustee, whose
<br />address is 1248 "O" Street, Suite 1000, Lincoln, Nebraska 68508, IN TRUST WITH POWER
<br />OF SALE, in fee simple, all of Debtor's present and future estate, right, title and interest in and to
<br />the following described property, whether such property is now or hereafter in existence:
<br />(a) all rights, interests (including any and all land subject to a Site Ground
<br />Lease), power and privileges of Debtor in the real estate (the "Land ") described in Exhibit A
<br />attached hereto and incorporated herein by reference, and (i) all buildings, structures, and other
<br />improvements now or hereafter situated or to be situated on the Land, including, without
<br />limitation, all Towers now owned or hereafter situated or to be situated on the Land (the
<br />"Improvements "); and (ii) all right, title and interest of Debtor in and to (1) all streets, roads,
<br />alleys, easements, rights -of -way, licenses, rights of ingress and egress, existing or proposed,
<br />abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; and
<br />(2) any strips or gores between the Land and abutting or adjacent properties (the Land, the
<br />Improvements and other rights, titles and interests referred to in this clause a sometimes
<br />collectively called the "Premises ");
<br />(b) all fixtures, accessions, equipment, systems, machinery, goods, building
<br />and construction materials, supplies, and articles of personal property, of every kind and
<br />character, now owned or hereafter acquired by Debtor, which are now or hereafter attached to or
<br />situated in, on or about the Land or the Improvements, or used in or necessary to the complete
<br />DEED OF TRUST— Page 2
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