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200403313 4 including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below); and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to Grantor for the taking by eminent domain, condemnation or otherwise, of all or any part of the Premises, subject to the provisions relating to such awards and compensation generally set forth herein and in the Credit Agreement; (h) to the extent not prohibited under the applicable contract, consent, license or other item unless the appropriate consent has been obtained, all right, title and interest of Grantor in and to (i) all contracts from time to time executed by Grantor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Real Estate or Equipment or any part thereof and all agreements and options relating to the purchase or lease of any portion of the Real Estate, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Real Estate or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Real Estate; and (i) all proceeds, both cash and noncash, of the foregoing; (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Grantor and described in the foregoing clauses (a) through (d) are collectively referred to as the "Premises ", and those described in the foregoing clauses (a) through (i) are collectively referred to as the "Mortgaged Propert y "). TO HAVE AND TO HOLD the Mortgaged Property unto Trustee, its successors and assigns for the uses and purposes set forth, until the Obligations are fully paid and performed, provided, however, that the condition of this Deed of Trust is such that if the Obligations are fully paid and performed, then the estate hereby granted shall cease, terminate and become void but shall otherwise remain in full force and effect. This Deed of Trust covers present and future advances and re- advances, in the aggregate amount of the Obligations secured hereby, made by the Secured Parties for the benefit of Grantor, and the lien of such future advances and re- advances shall relate back to the date of this Deed of Trust to the extent permitted by applicable law. Terms and Conditions Grantor further represents, warrants, covenants and agrees with Trustee and Beneficiary and the Secured Parties as follows: 1. Defined Terms. Capitalized terms used herein (including in the "Background" and "Granting Clauses" sections above) and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement or the Guarantee and Collateral Agreement, as applicable. References in this Deed of Trust to the "Default Rate" shall mean the interest rate applicable pursuant to Section 2.14(c) of the Credit Agreement. References herein to the "Secured Parties" shall mean the collective reference to (i) Beneficiary, (ii) the Lenders (including any Issuing Lender in its capacity as Issuing Lender), (iii) any other holders from time 509265 -1023- 02729- NY02.2352389.1