Exhibit
10.8


 


Drawn By and
Return To:


Keith A. Mrochek


Moore & Van
Allen PLLC


Bank of America Corporate
Center


100 North Tryon Street, Suite 4700


Charlotte, North
Carolina  28202-4003


Ph: 704-331-3522


mrochekk@mvalaw.com


 


[LEASEHOLD]
[MORTGAGE / DEED OF TRUST], ASSIGNMENT OF LEASES AND RENTS,


SECURITY AGREEMENT
AND FIXTURE FILING


 


STATE OF
                 


 


COUNTY OF
             


 


THIS SECURITY INSTRUMENT
COVERS GOODS WHICH ARE OR ARE TO BECOME FIXTURES, IS EFFECTIVE AS A FINANCING
STATEMENT FILED AS A FIXTURE FILING AND IS TO BE FILED IN THE REAL ESTATE
RECORDS.


 


THIS
[LEASEHOLD] [MORTGAGE / DEED OF TRUST],
ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Security
Instrument”) is made and entered into as of
              
      , 2009, by and between
                                                    ,
a
                                ,
whose address is
                                              
(the “Grantor”), [in favor of PRLAP, INC.,
a
                      
corporation, in its capacity as trustee (together with its successors and
assigns in such capacity, the “Trustee”), with an address of c/o Bank of America, N.A., 101
North Tryon Street, One Independence Center, Mail Code: NC1-001-15-14,
Charlotte, NC 28255-0001, Attn: Agency
Management], and BANK OF AMERICA, N.A., in its capacity as
administrative agent (together with its successors and assigns in such
capacity, the “Administrative Agent”) for the benefit of the lenders
from time to time party to the Credit Agreement described herein (the “Lenders”),
with an address of 101
North Tryon Street, One Independence Center, Mail Code: NC1-001-15-14,
Charlotte, NC 28255-0001, Attn: Agency
Management [, as beneficiary hereunder].


 


RECITALS


 


WHEREAS,
the Lenders have agreed to make available to Government Properties Income Trust, a Maryland real
estate investment trust (the “Principal Borrower”) and certain of its
Subsidiaries which, from time to time, qualify as “Borrowing Base Subsidiaries”
(collectively, with the Principal Borrower, the “Borrowers” and each a “Borrower”)
certain Loans, Letters of Credit and other
arrangements (the “Credit Facility”) pursuant to the terms of that
certain Credit Agreement, dated as of even date herewith, by and among the
Borrowers, the Administrative Agent and the Lenders party thereto from
time to time (as amended, modified, supplemented, extended, renewed or replaced
from time to time, the “Credit Agreement”).  All terms used but not otherwise defined
herein shall have the meanings provided in the Credit Agreement.


 


WHEREAS, the Grantor is a
Borrower under the Credit Agreement, is a Subsidiary (direct or indirect) of
the Principal Borrower and will be substantially benefited by the execution,
delivery and effectiveness of the Credit Agreement.


 


WHEREAS, the Grantor is,
as the owner of a Real Property that is intended by the Borrowers to qualify as
a Borrowing Base Property, required by the Credit Agreement to execute and
deliver this Security Instrument as security for the Secured Obligations (as
defined herein), which the Grantor is willing to do in consideration of the
agreement of the Lenders to make the Credit Facility available to the Borrowers
pursuant to the terms of the Credit Agreement.


 

















 


W I T N E S S E T H:


 


In consideration of the
foregoing recitals and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Grantor irrevocably
grants, mortgages, warrants, bargains, sells, pledges, remises, aliens,
assigns, conveys, transfers and sets over to the [Administrative
Agent, WITH MORTGAGE COVENANTS,]  [Trustee, in
trust, for the benefit of the Administrative Agent, WITH POWER OF SALE,]
and with all other statutory rights and covenants and subject to the further
terms and conditions of this Security Instrument and the Credit Agreement, all
of the Grantor’s right, title and interest in and to the following:


 


(a)           All that tract or
parcel of land and other real property interests in
              
County,
                          ,
more particularly described in Exhibit A attached hereto and made a
part hereof, together with all of the Grantor’s right, title and interest in,
to and under all rights of way, easements, privileges and appurtenances
relating or appertaining to such real estate and all water and water rights,
sewer and sewer rights, ditches and ditch rights, minerals, oil and gas rights,
royalties, lease or leasehold interests owned by the Grantor, now or hereafter
used in connection with or appurtenant to or related to such real estate, and
all interests of the Grantor now owned or hereafter acquired in and to streets,
roads, alleys and public places, now or hereafter used in connection with such
real estate, and all existing or future licenses, contracts, permits and
agreements required or used in connection with the ownership, operation or
maintenance of such real estate, and any and all insurance proceeds, and any
and all awards, including interest, previously or hereafter made to the Grantor
for taking by eminent domain or in lieu thereof (collectively, the “Land”) [, including, without limitation, (i) all rights, title and
interest of the Grantor under that certain
                                
by and between
                                ,
as ground lessor, and Grantor, as ground lessee, dated as of
                        ,
as the same has been amended, restated, supplemented or otherwise modified from
time to time prior to the date hereof (the “Ground Lease”), which Ground Lease
pertains to all or a portion of the parcel constituting the Land and (ii) any
and all additional titles, estates, interests, rights or options to purchase
the Land which Grantor now or may at any time acquire in or to the Land or the
Ground Lease]; and


 


(b)           All buildings and
improvements of every kind and description now or hereafter erected or placed
on the Land (the “Improvements”) and all materials intended for
construction, reconstruction, alteration and repair of such Improvements now or
hereafter erected thereon, all of which materials shall be deemed to be
included within the Premises (as hereinafter defined) immediately upon the
delivery thereof to the Land (or if later, the date specified for title to pass
to Grantor in any contract relating to such construction, reconstruction,
alteration or repair), and all fixtures and articles of personal property now
or hereafter owned by the Grantor and attached to or contained in and used in
connection with the Land and Improvements including, but not limited to, all
furniture, furnishings, apparatus, machinery, equipment, motors, elevators,
supplies, fittings, radiators, ranges, refrigerators, awnings, shades, screens,
blinds, carpeting, office equipment and other furnishings, cooking, glassware,
restaurant and kitchen equipment, medical, dental, therapeutic, paramedical or
rehabilitation equipment, cleaning apparatus, beds, linens, lamps, televisions,
telephones, cash registers, and computers, and all plumbing, heating, lighting,
laundry, ventilating, refrigerating, incinerating, air conditioning and sprinkler
equipment and fixtures and appurtenances thereto and all renewals or
replacements thereof or articles in substitution thereof, whether or not the
same are or shall be attached to the Land and Improvements in any manner (the “Tangible
Personalty”) and all proceeds of the Tangible Personalty (hereinafter, the
Land, Improvements, Tangible Personalty and all other property and interests
described above may be collectively referred to as the “Premises”).


 


TO HAVE AND HOLD the
same, together with all privileges, hereditaments, easements and appurtenances
thereunto belonging, to the [Administrative Agent]
[Trustee, for the benefit of the Administrative
Agent,]  as security for the
Secured Obligations.


 


As additional security
for the Secured Obligations, the Grantor hereby transfers and assigns to the
Administrative Agent and grants to the Administrative Agent a security interest
under the Uniform Commercial Code (as defined herein) in all right, title and
interest of the Grantor in and to all of the following:


 


(1)           (a) All
right, title and interest of the Grantor, as lessor, in and to all existing and
future leases, subleases, tenancies, licenses, occupancy agreements or
agreements to lease all or any portion of the Premises (including without
limitation, any master lease or agreement pursuant to which the Premises
comprises a portion of


 


2

















 


the leased property),
whether written or oral or for a definite period or month-to-month, together
with any extensions, renewals, amendments, modifications or replacements
thereof, and any options, rights of first refusal or guarantees of any tenant’s
obligations under any lease now or hereafter in effect with respect to the
Premises (collectively, the “Leases”); and (b) all rents (including
without limitation, base rents, minimum rents, additional rents, percentage
rents, parking, maintenance and deficiency rents and payments which are
characterized under the terms of the applicable Lease as payments of interest
and/or principal with respect to the Premises), security deposits, tenant
escrows, income, receipts, revenues, reserves, issues and profits of the
Premises from time to time accruing, including, without limitation, (i) all
rights to receive payments arising under, derived from or relating to any
Lease, (ii) all lump sum payments for the cancellation or termination of
any Lease, the waiver of any term thereof, or the exercise of any right of
first refusal, call option, put option or option to purchase, and (iii) the
return of any insurance premiums or ad valorem tax payments made in advance and
subsequently refunded (the “Rents and Profits”).  This assignment shall extend to and cover any
and all extensions and renewals and future Leases and to any and all present
and future rights against guarantor(s) of any such obligations and to any
and all Rents and Profits collected under the Leases or derived from the
Premises.  In pursuance of this
assignment, and not in lieu hereof, the Grantor shall, upon request from the
Administrative Agent, execute and deliver to the Administrative Agent separate
specific assignments of rents and leases covering some or all of the Leases,
the terms of such assignments being incorporated herein by reference.  This assignment is absolute and effective
immediately and without possession; however, the Grantor shall have a revocable
license to receive, collect and enjoy the Rents and Profits accruing from the
Premises until such time as an Event of Default has occurred and is continuing.  Upon the occurrence and during the
continuance of an Event of Default, the license shall be revoked automatically,
without need of further notice, possession, foreclosure or any other act or
procedure, and all Rents and Profits assigned hereby during such period shall
be payable to the Administrative Agent.


 


(2)           All insurance
policies and proceeds thereof (including, without limitation, the proceeds of
any rental or loss of rents insurance carried by the Grantor), condemnation
awards, any and all leases of personal property (including equipment leases),
rental agreements, sales contracts, management contracts, franchise agreements,
construction contracts, architects’ contracts, technical services agreements,
and other contracts, licenses and permits now or hereafter affecting the
Premises, all accounts relating to the Premises, including rights to payment
for goods sold or leased or to be sold or leased or for services rendered or to
be rendered), escrows, documents, instruments, chattel paper, claims, deposits
and general intangibles, as the foregoing terms are defined in the Uniform
Commercial Code in effect in the State in which the Premises is located, as
amended from time to time (the “Uniform Commercial Code”), and all
franchises, trade names, trademarks, symbols, service marks, books, records,
plans, specifications, designs, drawings, permits, licenses (including, without
limitation, business licenses, state health department licenses, food service
licenses, licenses to conduct business, certificates of need and all such other
permits, licenses and rights obtained from any governmental, quasi-governmental
or private person or entity whatsoever concerning ownership, operation, use or
occupancy of the Premises), contract rights (including, without limitation, any
contract with any architect or engineer or with any other provider of goods or
services for or in connection with any construction, repair or other work upon
the Premises, and any contract for management or any other provision of service
in connection with the Premises), approvals, actions, refunds of real estate
taxes and assessments and any other governmental impositions related to the
Premises, approvals, actions and causes of action that now or hereafter relate
to, are derived from or are used in connection with the Premises, or the use,
operation, maintenance, occupancy or enjoyment thereof or the conduct of any
business or activities thereon (all of the foregoing being the “Intangible
Personalty”) or any part thereof, and the Grantor agrees to execute and deliver
to the Administrative Agent such additional instruments, in form and substance
reasonably satisfactory to the Administrative Agent, as may hereafter be
reasonably requested by the Administrative Agent to evidence and confirm said
assignment; provided, however, that acceptance of any such
assignment shall not be construed as a consent by the Administrative Agent to
any lease, rental agreement, management contract, franchise agreement,
construction contract, technical services agreement or other contract, license
or permit, or to impose upon the Administrative Agent any obligation with
respect thereto.


 


(3)           All proceeds,
products, offspring, rents and profits from any of the foregoing, including,
without limitation, those from sale, exchange, transfer, collection, loss,
damage, disposition, substitution or replacement of any of the foregoing.


 


All the Tangible
Personalty which comprise a part of the Premises shall, as far as permitted by
law, be deemed to be “fixtures” affixed to the aforesaid Land and conveyed
therewith.  As to the balance of the
Tangible


 


3

















 


Personalty and the
Intangible Personalty, this Security Instrument shall be considered to be a
security agreement which creates a security interest in such items for the
benefit of the Administrative Agent.  In
that regard, the Grantor grants to the Administrative Agent all of the rights
and remedies of a secured party under the Uniform Commercial Code and grants to
the Administrative Agent a security interest in all of the Tangible Personalty
and Intangible Personalty.


 


The Grantor [, the Trustee] and the Administrative Agent covenant,
represent and agree as follows:


 


ARTICLE I


 


SECURED OBLIGATIONS


 


1.1           Secured Obligations.  This Security Instrument secures the prompt
payment, performance and observance of all Obligations (as defined in the
Credit 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.  This
Security Instrument is one of the Mortgages referenced in the Credit Agreement
and is a Collateral Document and Loan Document thereunder.


 


1.2           Future Advances.  The Administrative Agent and/or the Lenders
may advance or loan additional sums (herein, “Future Advances”) to any
Borrower.  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 Administrative Agent, the Lenders
or otherwise, to the same extent as if such Future Advances were made on the
date of execution of this Security Instrument.


 


ARTICLE II


 


ASSIGNMENT OF LEASES AND RENTS


 


2.1           Assignment of Leases and Grantor
Collection of Rents and Profits.


 


(a)           The Grantor
hereby authorizes and directs any lessees or tenants of the Premises that, upon
written notice from the Administrative Agent, all Rents and Profits and all
payments required under the Leases, or in any way respecting same, shall be
made directly to the Administrative Agent as they become due.  The Grantor hereby relieves said lessees and
tenants from any liability to the Grantor by reason of said payments being made
to the Administrative Agent.  Nevertheless,
until the Administrative Agent notifies in writing said lessees and tenants to
make such payments to the Administrative Agent, the Grantor shall be entitled
to collect all such Rents and Profits and/or payments.  The Administrative Agent is hereby authorized
to give such notification only during the continuance of any Event of Default.


 


(b)           Any and all Rents
and Profits collected by the Administrative Agent may be applied in the manner
set forth in the Credit Agreement. 
Receipt by the Administrative Agent of such Rents and Profits shall not
constitute a waiver of any right that the Administrative Agent may enjoy under
this Security Instrument, the Credit Agreement or under the laws of the state
in which the Premises is located, nor shall the receipt and application thereof
cure any default hereunder nor affect any foreclosure proceeding or any sale
authorized by this Security Instrument, the Credit Agreement and the laws of
the state in which the Premises is located.


 


(c)           The Administrative Agent does not
consent to, does not assume and shall not be liable for any obligation of the
lessor under any of the Leases and all such obligations shall continue to rest
upon the Grantor as though this assignment had not been made.  The Administrative Agent shall not be liable
for the failure or inability to collect any Rents and Profits.


 


4

















 


ARTICLE III


 


EVENT OF DEFAULT


 


An event of default (“Event
of Default”) shall exist under the terms of this Security Instrument upon
the occurrence of an Event of Default under the terms of the Credit Agreement.


 


ARTICLE IV


 


ACCELERATION; FORECLOSURE


 


4.1           Acceleration of Secured
Obligations.  Upon the occurrence and
during the continuance of an Event of Default, the entire balance of all or any
portion of the Secured Obligations, including all accrued interest, shall, at
the option of the Administrative Agent, become immediately due and payable.


 


4.2           Foreclosure.  Upon the occurrence and during the
continuance of an Event of Default, the Administrative Agent may foreclose [or cause the Trustee to foreclose] the lien of this
Security Instrument by judicial or nonjudicial proceeding in a manner permitted
by applicable law.  The Grantor hereby
waives any statutory right of redemption in connection with such foreclosure proceeding.


 


4.3           Proceeds of Sale.  Following a foreclosure sale, the proceeds of
such sale shall, subject to applicable law, be applied in accordance with the
terms and conditions of the Credit Agreement.


 


4.4           Delivery of Possession After
Foreclosure.  In the event there is a
foreclosure sale hereunder and at the time of such sale, the Grantor or the
Grantor’s heirs, devisees, representatives, successors or assigns are occupying
or using the Premises, or any part thereof, each and all immediately shall
become the tenant of the purchaser at such sale, which tenancy shall be a
tenancy from day to day, terminable at the will of either landlord or tenant,
at a reasonable rental per day based upon the value of the property occupied,
such rental to be due daily to the purchaser; and to the extent permitted by
applicable law, the purchaser at such sale, notwithstanding any language herein
apparently to the contrary, shall have the sole option to demand possession
immediately following the sale or to permit the occupants to remain as tenants
at will.  In the event the tenant fails
to surrender possession of said property upon demand, the purchaser shall be
entitled to institute and maintain a summary action for possession of the
property (such as an action for forcible detainer) in any court having jurisdiction.


 


ARTICLE V


 


ADDITIONAL RIGHTS AND REMEDIES OF
ADMINISTRATIVE AGENT


 


5.1           Rights Upon Maturity or an Event
of Default.  Upon the occurrence and
during the continuance of an Event of Default, the Administrative Agent,
immediately and without additional notice and without liability therefor to the
Grantor and to the extent permitted by law, except for its own gross negligence
or willful misconduct, may do or cause to be done any or all of the
following:  (a) take physical
possession of the Premises; (b) exercise its right to collect the Rents
and Profits; (c) enter into contracts for the completion, repair and
maintenance of the Improvements thereon; (d) expend loan funds and any
income or Rents and Profits derived from the Premises for payment of any taxes,
insurance premiums, assessments and charges for completion, repair and
maintenance of the Improvements, preservation of the lien of this Security
Instrument and satisfaction and fulfillment of any liabilities or obligations
of the Grantor arising out of or in any way connected with the construction of
Improvements on the Premises whether or not such liabilities and obligations in
any way affect, or may affect, the lien of this Security Instrument; (e) enter
into leases demising the Premises or any part thereof; (f) take such steps
to protect and enforce the specific performance of any covenant, condition or
agreement in the Notes, this Security Instrument, the Credit Agreement, or the
other Loan Documents, or to aid the execution of any power herein granted; (g) generally,
supervise, manage, and contract with reference to the Premises as if the
Administrative Agent were equitable owner of the Premises; (h) seek the
appointment of a receiver as provided in Section 5.2 below; (i) exercise
any or all of the remedies available to a secured party under the Uniform
Commercial Code, including, but not limited to, selling, leasing or otherwise
disposing of any fixtures and personal property which is encumbered hereby at
public sale, with


 


5

















 


or without having such
fixtures or personal property at the place of sale, and upon such terms and in
such manner as the Administrative Agent may determine; (j) exercise any or
all of the remedies of a secured party under the Uniform Commercial Code with
respect to the Tangible Personalty and Intangible Personalty; and (k) enforce
any or all of the assignments or collateral assignments made in this Security
Instrument as additional security for the Secured Obligations.  The Grantor also agrees that any of the
foregoing rights and remedies of the Administrative Agent may be exercised at
any time independently of the exercise of any other such rights and remedies,
and the Administrative Agent may continue to exercise any or all such rights
and remedies until the Event(s) of Default are cured or waived with the
consent of the Required Lenders or the Lenders (as required by the Credit
Agreement) or until foreclosure and the conveyance of the Premises or until the
Secured Obligations are satisfied or paid in full and all Commitments are
terminated.


 


5.2           Appointment of Receiver.  If any of the Secured Obligations are not
paid upon maturity or upon the occurrence and continuance of an Event of
Default, the Administrative Agent as a matter of right shall be entitled to the
appointment of a receiver or receivers for all or any part of the Premises, to
take possession of and to operate the Premises, and to collect the rents,
issues, profits, and income thereof, all expenses of which shall become Secured
Obligations, whether such receivership be incident to a proposed sale (or
sales) of such property or otherwise, and without regard to the value of the
Premises or the solvency of any Person or Persons liable for the payment of any
Secured Obligations, and the Grantor does hereby irrevocably consent to the
appointment of such receiver or receivers, waives any and all defenses to such
appointment, and agrees not to oppose any application therefor by the
Administrative Agent.  Nothing herein is
to be construed to deprive the Administrative Agent of any other right, remedy
or privilege it may have under the law to have a receiver appointed.  Any money advanced by the Administrative
Agent in connection with any such receivership shall be a demand obligation
(which obligation the Grantor hereby promises to pay) owing by the Grantor to
the Administrative Agent pursuant to this Security Instrument.


 


5.3           Waivers.  No waiver of any Event of Default shall at
any time thereafter be held to be a waiver of any rights of the Administrative
Agent stated anywhere in the Notes, this Security Instrument, the Credit
Agreement or any of the other Loan Documents, nor shall any waiver of a prior
Event of Default operate to waive any subsequent Event(s) of Default.  All remedies provided in this Security
Instrument, in the Notes, in the Credit Agreement and in the other Loan
Documents are cumulative and may, at the election of the Administrative Agent,
be exercised alternatively, successively, or in any manner and are in addition
to any other rights provided by law.


 


ARTICLE VI


 


GENERAL CONDITIONS


 


6.1           Terms.  The singular used herein shall be deemed to
include the plural; the masculine deemed to include the feminine and neuter;
and the named parties deemed to include their heirs, successors and
assigns.  The term “Lender” shall include
any of the Persons identified as a “Lender” on the signature pages to the
Credit Agreement, and any Person which may become a Lender by way of assignment
in accordance with the terms of the Credit Agreement, together with their
successors and permitted assigns.


 


6.2           Notices.  All notices and other communications required
or permitted to be given hereunder shall have been duly given in accordance
with the requirement of the Credit Agreement. 
[All notices or other communications to the
Trustee hereunder shall be given in accordance with the requirements of the
Credit Agreement to:


 


PRLAP, Inc.


c/o Bank
of America, N.A.


Agency
Management


101 North
Tryon Street


One
Independence Center


Mail
Code: NC1-001-15-14


Charlotte,
NC 28255-0001


Attention:
William A. (Bill) Cessna


Telecopy:
704.264.2501]


 


6

















 


6.3           Severability.  If any provision of this Security Instrument
is determined to be illegal, invalid or unenforceable, such provision shall be
fully severable and the remaining provisions shall remain in full force and
effect and shall be construed without giving effect to the illegal, invalid or
unenforceable provisions.


 


6.4           Headings.  The captions and headings herein are inserted
only as a matter of convenience and for reference and in no way define, limit,
or describe the scope of this Security Instrument nor the intent of any
provision hereof.


 


6.5           Conflicting Terms.  In the event the terms and conditions of this
Security Instrument conflict with the terms and conditions of the Credit
Agreement, the terms and conditions of the Credit Agreement shall control and
supersede the provisions of this Security Instrument with respect to such
conflicts.  In addition, to the extent
that the Grantor and the Administrative Agent are parties to a subordination,
non-disturbance and attornment agreement with any Tenant (“SNDA”) with
respect to the Premises, and the terms and conditions of this Security
Instrument are in conflict with the terms and conditions of such SNDA, the
terms and conditions of the SNDA shall govern and control.


 


6.6           Governing Law.  This Security Instrument shall be governed by
and construed in accordance with the internal law of the state where the Premises
is located.


 


6.7           [Intentionally Omitted.] [Substitution
of Trustee.  If, for any reason, with
or without cause, the Administrative Agent shall elect to substitute a Trustee
for the trustee herein named (or for any successor to said trustee), the
Administrative Agent shall have the right to appoint successor Trustee(s),
which appointment may be effected without conveyance of the Premises and,
except where required by applicable law, without the need to execute or record
any instrument evidencing such appointment. 
Each new Trustee shall immediately upon such appointment become
successor in title to the Premises for the uses and purposes of this Security
Instrument, without conveyance of the Premises, with all the powers, duties and
obligations conferred on the Trustee in the same manner and to the same effect
as though he were named herein as the Trustee. 
If more than one Trustee has been appointed, each of such Trustees and
each successor thereto shall be and hereby is empowered to act independently.]


 


6.8           [Intentionally Omitted.]
[Subordination of United States Government
Leases.  No subordination of any
Lease between Grantor and the United States government (the “Government”)
to this Security Instrument shall operate to adversely affect any right of the Government
under such Lease so long as the Government is not in default of its obligations
thereunder, including, without limitation, the Government’s obligation to
execute such documents as may be required to evidence the Government’s deemed
attornment to the Administrative Agent (or any purchaser or transferee or their
successors or assigns) in connection with the taking possession of the Premises
by the Administrative Agent (or such purchaser or transferee or their
successors or assigns) pursuant to the exercise of remedies or otherwise by the
Administrative Agent (or any such purchaser or transferee or their successors
or assigns) hereunder.]


 


6.9           State Specific Provisions.  In the event of any inconsistencies between
this Section 6.9 and any of the other terms and provisions of this
Security Instrument, the terms and provisions of this Section 6.9 shall
control and be binding.  [ADD STATE SPECIFIC PROVISIONS THAT MUST TRACK EVENT OF DEFAULT AND
ACCELERATION AND FORECLOSURE PROCEDURES/REQUIREMENTS (FOR THE NY
MORTGAGE, WE NEED TO CAP THE AMOUNT SECURED AND PROVIDE THAT ANY REPAYMENTS
UNDER THE CREDIT FACILITY ARE FIRST APPLIED AGAINST ALL PROPERTIES OTHER THAN
THE NY PROPERTY)]


 


PROVIDED ALWAYS, and it
is the true intent and meaning of the Grantor and the Administrative Agent,
that if the Borrowers, the Grantor or any Guarantor, or their successors and
assigns, shall pay or cause to be paid and discharged unto the Administrative
Agent, its successors and assigns, the Secured Obligations according to the terms
of this Security Instrument and the Loan Documents and all Commitments are
terminated, then this Security Instrument shall cease, determine and be void
(and at the time of such payment and termination, upon request by Grantor and
at Grantor’s expense, Administrative Agent shall provide Grantor with a
satisfaction of this Security Instrument, in proper form for recording in the
land records of the county and state where the Premises are located, which
satisfaction shall be effective to discharge this Security Instrument of
record), otherwise it shall remain in full


 


7

















 


force and effect.  And it is agreed, by and between the Grantor
and the Administrative Agent, that the Grantor is to hold and enjoy the said premises
until the occurrence of an Event of Default.


 


[remainder
of page left intentionally blank – signature page and exhibits to
follow]


 


8

















 


IN WITNESS WHEREOF, the
Grantor has executed this [Mortgage] [Deed of Trust],
Assignment of Leases and Rents, Security Agreement and Fixture Filing under
seal as of the date first above written.


 


 


	
   

  	
  GRANTOR:

  
	
   

  	
   

  	
  ,

  
	
   

  	
  a

  	
   

  	
   

  
				



 


	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


[ADD
WITNESSES, ATTESTATIONS AND ACKNOWLEDGEMENTS


APPLICABLE
TO JURISDICTION WHERE PROPERTY IS LOCATED]


 

















 


Exhibit A


 


Legal
Description