under the Credit Agreement that the Mortgagor
shall execute and deliver this Mortgage to the Mortgagee and;
NOW, THEREFORE, in consideration of the premises and to induce the Mortgagee and
the Lenders to enter into the Credit Agreement and to induce the Lenders to make
their respective extensions of credit to the Borrowers thereunder, the Mortgagor
hereby agrees with the Mortgagee, for the ratable benefit of the Secured
Parties, as follows:
Granting Clauses
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Mortgagor agrees to secure the Obligations (as defined in
the Guarantee and Collateral Agreement) of such Mortgagor (the "Obligations").
MORTGAGOR HEREBY GRANTS TO MORTGAGEE A LIEN UPON AND A SECURITY INTEREST IN, AND
HEREBY MORTGAGES TO MORTGAGEE AND ITS ASSIGNS, SUBJECT ONLY TO THE PERMITTED
EXCEPTIONS:
A.
THE OWNED LAND;
B.
ALL RIGHT, TITLE AND INTEREST MORTGAGOR
NOW HAS OR MAY HEREAFTER ACQUIRE IN AND TO THE IMPROVEMENTS OR ANY PART THEREOF
(WHETHER OWNED IN FEE BY MORTGAGOR OR HELD OTHERWISE);
C.
ALL RIGHT, TITLE AND INTEREST OF
MORTGAGOR IN, TO AND UNDER ALL EASEMENTS, RIGHTS OF WAY, LICENSES, OPERATING
AGREEMENTS, ABUTTING STRIPS AND GORES OF LAND, STREETS, WAYS, ALLEYS, PASSAGES,
SEWER RIGHTS, WATERS, WATER COURSES, WATER AND FLOWAGE RIGHTS, DEVELOPMENT
RIGHTS, AIR RIGHTS, MINERAL AND SOIL RIGHTS, PLANTS, STANDING AND FALLEN TIMBER,
AND ALL ESTATES, RIGHTS, TITLES, INTERESTS, PRIVILEGES, LICENSES, TENEMENTS,
HEREDITAMENTS AND APPURTENANCES BELONGING, RELATING OR APPERTAINING TO THE REAL
ESTATE, AND ANY REVERSIONS, REMAINDERS, RENTS, ISSUES, PROFITS AND REVENUE
THEREOF AND ALL LAND LYING IN THE BED OF ANY STREET, ROAD OR AVENUE, IN FRONT OF
OR ADJOINING THE REAL ESTATE TO THE CENTER LINE THEREOF;
D.
ALL RIGHT, TITLE AND INTEREST OF MORTGAGOR
IN AND TO ALL OF THE FIXTURES, CHATTELS, BUSINESS MACHINES, MACHINERY,
APPARATUS, EQUIPMENT, FURNISHINGS, FITTINGS, AND ARTICLES OF PERSONAL PROPERTY
OF EVERY KIND AND NATURE WHATSOEVER, AND ALL APPURTENANCES AND ADDITIONS THERETO
AND SUBSTITUTIONS OR REPLACEMENTS THEREOF (TOGETHER WITH, IN EACH CASE,
ATTACHMENTS, COMPONENTS, PARTS AND ACCESSORIES) CURRENTLY OWNED OR SUBSEQUENTLY
ACQUIRED BY MORTGAGOR AND
D-3
NOW OR SUBSEQUENTLY ATTACHED TO, THE REAL ESTATE (ALL OF THE FOREGOING IN THIS
PARAGRAPH (D) BEING REFERRED TO AS THE "EQUIPMENT");
E.
ALL RIGHT, TITLE AND INTEREST OF
MORTGAGOR IN AND TO ALL SUBSTITUTES AND REPLACEMENTS OF, AND ALL ADDITIONS AND
IMPROVEMENTS TO, THE REAL ESTATE AND THE EQUIPMENT, SUBSEQUENTLY ACQUIRED BY OR
RELEASED TO MORTGAGOR OR CONSTRUCTED, ASSEMBLED OR PLACED BY MORTGAGOR ON THE
REAL ESTATE, IMMEDIATELY UPON SUCH ACQUISITION, RELEASE, CONSTRUCTION,
ASSEMBLING OR PLACEMENT, INCLUDING ANY AND ALL BUILDING MATERIALS WHETHER STORED
AT THE REAL ESTATE OR OFFSITE, AND, IN EACH SUCH CASE, WITHOUT ANY FURTHER DEED,
CONVEYANCE, ASSIGNMENT OR OTHER ACT BY MORTGAGOR;
F.
ALL RIGHT, TITLE AND INTEREST OF
MORTGAGOR IN, TO AND UNDER ALL LEASES, SUBLEASES, UNDERLETTINGS, CONCESSION
AGREEMENTS, MANAGEMENT AGREEMENTS, LICENSES AND OTHER AGREEMENTS RELATING TO THE
USE OR OCCUPANCY OF THE REAL ESTATE OR THE EQUIPMENT OR ANY PART THEREOF, NOW
EXISTING OR SUBSEQUENTLY ENTERED INTO BY MORTGAGOR AND WHETHER WRITTEN