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202604570
<br />As additional collateral and further security for the Indebtedness, the Grantor does hereby assign
<br />to the Agent and grants to the Agent a security interest in all of the right, title and the interest of the
<br />Grantor in and to any and all insurance policies and proceeds thereof and any and all leases (including
<br />equipment leases), rental agreements, management contracts, construction contracts, architects' contracts,
<br />technical services agreements, or other contracts, licenses and permits to the extent now or hereafter
<br />relating solely to the Premises (the "Intangible Personalty") or any part thereof, and the Grantor agrees to
<br />execute and deliver to the Agent such additional instruments, in form and substance reasonably
<br />satisfactory to the Agent, as may hereafter be requested by the Agent to evidence and confirm said
<br />assignment; provided, however, that acceptance of any such assignment shall not be construed as a
<br />consent by the Agent to any lease, rental agreement, management contract, franchise agreement,
<br />construction contract, technical services agreement or other contract, license or permit, or to impose upon
<br />the Agent any obligation with respect thereto. Notwithstanding the foregoing provisions, such
<br />assignment and grant of security interest contained herein shall not extend to, and the Intangible
<br />Personalty shall not include, any personalty which is now or hereafter held by the Grantor as licensee,
<br />lessee or otherwise, to the extent that such personalty is not assignable or capable of being encumbered as
<br />a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to
<br />the extent that any such restriction shall be enforceable under applicable law); provided, however, that the
<br />foregoing assignment and grant of security interest shall extend to, and the Intangible Personalty shall
<br />include, any and all proceeds of such personalty to the extent that the assignment or encumbering of such
<br />proceeds is not so restricted under the terms of the license, lease or other agreement applicable thereto.
<br />The Grantor hereby grants to the Agent as security for the Indebtedness a security interest in (i)
<br />the Fixtures, (ii) the Rents and Profits and (iii) the Intangible Personalty, and this Deed of Trust shall be
<br />considered to be a security agreement which creates a security interest in such items for the benefit of the
<br />Agent. In that regard, the Grantor grants to the Agent all of the rights and remedies of a secured party
<br />under the laws of the state in which the Premises are located.
<br />The Grantor, the Trustee and the Agent covenant, represent and agree as follows:
<br />ARTICLE I
<br />Indebtedness Secured
<br />1.1 Indebtedness. The Agent and the Lenders have established One Hundred Twenty Million
<br />and No/100 Dollars ($120,000,000.00) in senior secured credit facilities in favor of the Borrowers
<br />pursuant to the terms of the Credit Agreement. The amount of such senior secured credit facilities may be
<br />increased to an aggregate amount of up to One Hundred Forty Million and No/100 Dollars
<br />($140,000,000.00) pursuant to the terms of the Credit Agreement. Maximum Principal Amount Secured.
<br />The maximum principal amount to be secured by this Deed of Trust, not including amounts advanced to
<br />protect the security, shall not exceed $140,000,000.00. This Deed of Trust is given to secure the payment
<br />and performance by the Grantor, the Borrowers and the other Credit Parties of (a) all obligations under
<br />each Note, the Credit Agreement, this Deed of Trust and the other Loan Documents from the Grantor, the
<br />Borrowers and the other Credit Parties to any Lender or Agent, (b) all obligations and liabilities incurred
<br />in connection with the collection and enforcement of the foregoing and (c) all other Secured Obligations
<br />(all of which whether now existing or hereafter arising, collectively, the "Indebtedness").
<br />1.2 Future Advances. This Deed of Trust is given to secure the Indebtedness and the
<br />repayment of the aforesaid credit facilities together with each advance of any Loan, any renewals or
<br />extensions or modifications thereof upon the same or different terms or at the same or different rate of
<br />interest and also to secure all future advances and readvances that may subsequently be made to the
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