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200403670
<br />"Premises "), (3) all materials, supplies, equipment, apparatus and other items of personal
<br />property now owned or hereafter acquired by Grantor and now or hereafter attached to or
<br />installed in any of the Improvements or the Land, and water, gas, electrical, telephone,
<br />storm and sanitary sewer facilities and all other utilities whether or not situated in
<br />easements (the "Fixtures "), (4) all reserves, escrows or impounds required under the
<br />Loan Agreement and all deposit accounts maintained by Grantor with respect to the Trust
<br />Property (the "Deposit Accounts "), (5) all existing and future leases, subleases, licenses,
<br />concessions, occupancy agreements or other agreements (written or oral, now or at any
<br />time in effect) which grant to any Person a possessory interest in, or the right to use or
<br />occupy, all or any part of the Trust Property, whether made before or after the filing by or
<br />against Grantor of any petition for relief under the Bankruptcy Code, together with any
<br />extension, renewal or replacement of the same and together with all related security and
<br />other deposits (the "Leases "), (6) all of the rents, additional rents, revenues, royalties,
<br />income, proceeds, profits, early termination fees or payments, security and other types of
<br />deposits, and other benefits paid or payable by parties to the Leases for using, leasing,
<br />licensing, possessing, operating from, residing in, selling or otherwise enjoying the Trust
<br />Property or any part thereof, whether paid or accruing before or after the filing by or
<br />against Grantor of any petition for relief under the Bankruptcy Code (the "Rents "), (7) all
<br />other agreements, such as construction contracts, architects' agreements, engineers'
<br />contracts, utility contracts, maintenance agreements, management agreements, service
<br />contracts, listing agreements, guaranties, warranties, permits, licenses, certificates and
<br />entitlements in any way relating to the construction, use, occupancy, operation,
<br />maintenance, enjoyment or ownership of the Trust Property (the "Property
<br />Agreements "), (8) all rights, privileges, tenements, hereditaments, rights -of -way,
<br />easements, appendages and appurtenances appertaining to the foregoing, (9) all property
<br />tax refunds, utility refunds and rebates, earned or received at any time (the "Tax
<br />Refunds "), (10) all accessions, replacements and substitutions for any of the foregoing
<br />and all proceeds thereof (the "Proceeds "), (11) all insurance policies, unearned premiums
<br />therefor and proceeds from such policies covering any of the above property now or
<br />hereafter acquired by Grantor (the "Insurance "), (12) all of Grantor's right, title and
<br />interest in and to any awards, damages, remunerations, reimbursements, settlements or
<br />compensation heretofore made or hereafter to be made by any governmental authority
<br />pertaining to the Land, Improvements or Fixtures (the "Condemnation Awards "), (13)
<br />all of Grantor's rights to appear and defend any action or proceeding brought with respect
<br />to the Trust Property and to commence any action or proceeding to protect the interest of
<br />Grantor in the Trust Property, and (14) all rights, powers, privileges, options and other
<br />benefits of Grantor as lessor under the Leases, including, without limitation, the
<br />immediate and continuing right to claim for, receive, collect and receive all Rents
<br />payable or receivable under the Leases or pursuant thereto (and to apply the same to the
<br />payment of the Indebtedness and the Obligations), and to do all other things which
<br />Grantor or any lessor is or may become entitled to do under the Leases. As used in this
<br />Deed of Trust, the term "Trust Property" shall mean all or, where the context permits or
<br />LA/975395.1 3
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