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200212049 Real Estate or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Real Estate or any easement or other right therein; (J) 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 relating to the purchase or lease of any portion of the Real Estate or any property which is adjacent or peripheral to the Real Estate, together with the right to exercise such options and all leases of Equipment (collectively, the "Contracts "), (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 (collectively, the "Permits ") and (iii) all drawings, plans, specifications and similar or related items relating to the Real Estate (collectively, the "Plans "); (K) any and all monies now or subsequently on deposit for the payment of real estate taxes or special assessments against the Real Estate or for the payment of premiums on insurance policies covering the foregoing property or otherwise on deposit with or held by Beneficiary as provided in this Deed of Trust; and (L) 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 (F) are collectively referred to as the "Premises ", and those described in the foregoing clauses (A) through (L) are collectively referred to as the "Trust Property"). TO HAVE AND TO HOLD the Trust Property and the rights and privileges hereby granted unto Trustee, its successors and assigns for the uses and purposes set forth, until the Indebtedness is fully repaid and the Obligations are fully performed. Notwithstanding anything to the contrary set forth herein, the maximum aggregate principal amount secured hereby shall not exceed at any one time $540,000,000.00. This Deed of Trust covers present and future advances in the aggregate amount of the obligations secured hereby, made by the Lenders 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. Terms and Conditions Grantor further represents, warrants, covenants and agrees with Trustee and Beneficiary as follows: 1. Warranty of Title. Grantor represents and warrants that: (i) Grantor has indefeasible record title in fee simple to, or a valid leasehold or easement interest in, the Real Estate, and good title to, or a valid leasehold or beneficial easement interest in, the rest of the Trust Property, subject only to this Deed of Trust and Liens expressly permitted under the Note Purchase Agreement (collectively, the `Permitted Exceptions "). Grantor shall warrant, defend 032375 -0313 -01038- NY01.22248994