|
241002922
<br />(a) "Guaranty" shall mean the Master U.S. Guaranty dated as of December 9, 2004,
<br />executed by, among others, Subsidiary pursuant to that certain Joinder to Master
<br />U.S. Guaranty dated of even date herewith, and such other parties as may
<br />hereafter become parties thereto, as amended, modified, supplemented, replaced
<br />or restated from time, and any of the other Joint Guarantees (as defined in the
<br />Intercreditor Agreement) executed by Subsidiary.
<br />(b) "Intercreditor Agreement" shall mean that certain Second Amended and Restated
<br />Intercreditor Agreement dated as of February 10, 2010, among, inter olio, The
<br />Toronto-Dominion Bank, as Canadian administrative agent for the Senior Facility
<br />Lenders (as defined in the Intercreditor Agreement) (in such capacity, the "Senior
<br />Facility Agent"), CPPIB Credit Investments Inc., as administrative agent for the
<br />Subordinated Facility Lenders (as defined in the Intercreditor Agreement) (in such
<br />capacity, the "Subordinated Facility Agent"), and The Toronto-Dominion Bank,
<br />as Master Collateral Agent for the Senior Facility Agent, the Senior Facility
<br />Lenders, the Subordinated Facility Agent and the Subordinated Facility Lenders,
<br />as acknowledged and agreed to by Subsidiary and various affiliates of Subsidiary,
<br />as the same may be amended, modified, supplemented, restated or replaced from
<br />time to time.
<br />(c) "Master Collateral Agent" shall mean The Toronto-Dominion Bank, in its
<br />capacity as Master Collateral Agent for the Benefited Creditors under the
<br />Intercreditor Agreement, together with its successors and assigns.
<br />All terms not defined in this Instrument shall have the same meaning herein as are
<br />prescribed in the Intercreditor Agreement.
<br />In connection with the execution of this Instrument, Subsidiary has become a party to the
<br />Benefited Creditor Documents and has became a party to the Guaranty, and the Benefited
<br />Creditors are consenting to or making various accommodations thereunder, which are reasonably
<br />expected to benefit Subsidiary, directly or indirectly, and are in furtherance of the business
<br />interests of Subsidiary.
<br />Subsidiary, in consideration of the indebtedness herein recited and the trust herein
<br />created, and for other good and valuable consideration, the receipt and sufficiency of which are
<br />hereby acknowledged, irrevocably grants, conveys and assigns to Trustee, in trust, with power of
<br />sale, all of Subsidiary's estate, right, title and interest, now owned or hereafter acquired,
<br />including any reversion ar remainder interest, under that certain Lease dated as of November 18,
<br />2004, by and between R.T.M., L.L.C. ("Landlord") and Subsidiary, as amended by that certain
<br />Lease Extension and Modification Agreement dated as of May 1, 2006 (the "Ground Lease"), as
<br />evidenced by that certain Memorandum of Lease recorded concurrently with this Instrument,
<br />which Ground Lease covers the real property located in Hall County, Nebraska described on
<br />Exhibit A attached hereto and incorporated herein including all heretofore or hereafter vacated
<br />alleys and streets abutting the property, and all easements, rights, appurtenances, tenements,
<br />2
<br />(Grand Island, Hall County, Nebraska)
<br />10476803.5
<br />14451-2246
<br />
|