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201007174 The Grantor, the Trustee and the Agent covenant, represent and agree as follows: ARTICLE I Secured Obligations 1.1 Secured li ations. This Security Instrument secures the prompt payment, performance and observance of all Obligations (as defined in the Intercreditor Agreement), whether now existing or hereafter arising or incurred, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired (the "Secured Obligations'. The Secured Obligations are, in part, a revolving line of credit facility and the unpaid balance may decrease or increase from time to time and may from time to time be reduced to zero without resulting in a release, satisfaction or reconveyance of this Security Instrument. 1.2 Future Advances. The Agent and/or the Secured Creditors may advance or loan additional sums (herein "Future Advances") to the Grantor. This Security Instrument shall secure not only existing indebtedness, but also such Future Advances, with interest thereon as provided in the Credit Agreement, whether such advances are obligatory or to be made at the option of the Agent, the Secured Parties or otherwise, to the same extent as if such Future Advances were made on the date of execution of this Security Instrument. ARTICLE TI Grantor's Covenants, Representations and Agreements 2.l Title to Premises. The Grantor represents and warrants to the Agent that (i) it is the fee simple owner of the Land and is the owner of the balance of the Premises and has the right to convey the same, (ii) that as of the date hereof title to the Prexnises is free and clear of all liens, encumbrances and other matters except for the matters shown on the title insurance policy accepted by the Agent in connection with this Security Instrument and such other matters as are expressly permitted by the Credit Agreement and the Senior Note Agreement (the "Permitted Encumbrances"). The Grantor shall warrant and defend the title to the Premises except for the Permitted Encumbrances against the claims of all Persons. 2.2 Taxes and Other Charges. The Grantor will .pay prior to delinquency all taxes, general and special assessments, insurance premiums, permit fees, inspection fees, license fees, water and sewer charges, franchise fees and equipment rents and any other charges or fees against it or the Prexnises (and the Grantor, upon request by the Agent, will submit to the Agent receipts evidencing said payments) unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Grantor. CHARTU 182503v1 5