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<br />200710141
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<br />Stanley Senior Funding, Inc. and BMO Capital Markets Financing, Inc., as co-documentation
<br />agents, and the Lenders party thereto from time to time (as amended, modified, supplemented,
<br />extended, renewed or replaced from time to time, the "Credit Agreement"; all terms used but not
<br />otherwise defined herein shall have the meanings provided in the Credit Agreement); and
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<br />WHEREAS, the Grantor is a Guarantor under the Credit Agreement and is required by
<br />the Credit Agreement to execute and deliver this Deed of Trust as security for the Secured
<br />Obligations (as defined herein), which the Grantor is willing to do in consideration of the
<br />agreement of the Lenders to make the Credit Facility available to the Borrowers pursuant to the
<br />terms of the Credit Agreement.
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<br />NOW, THEREFORE, in consideration of the foregoing recitals and for other good and
<br />valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
<br />Grantor irrevocably grants, mortgages, warrants, bargains, sells, pledges, remises, aliens, assigns,
<br />conveys, transfers and sets over to the Trustee, IN TRUST, for the benefit of the Administrative
<br />Agent, WITH POWER OF SALE, and with all other statutory rights and covenants and subject
<br />to the further terms of this Deed of Trust, all of the Grantor's right, title and interest in and to the
<br />following:
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<br />(a) The fee interest in the real property described in Exhibit A attached hereto and
<br />made a part hereof, together with all of the Grantor's right, title and interest in, to and under all
<br />rights of way, easements, privileges and appurtenances relating or appertaining to such real
<br />estate and all water and water rights, sewer and sewer rights, ditches and ditch rights, minerals,
<br />oil and gas rights, royalties, lease or leasehold interests owned by the Grantor, now or hereafter
<br />used in connection with or appurtenant to or related to such real estate, and all interests of the
<br />Grantor now owned or hereafter acquired in and to streets, roads, alleys and public places, now
<br />or hereafter used in connection with such real estate, and all existing or future licenses, contracts,
<br />permits and agreements required or used in connection with the ownership, operation or
<br />maintenance of such real estate, and any and all insurance proceeds, and any and all awards,
<br />including interest, previously or hereafter made to the Grantor for taking by eminent domain or
<br />in lieu thereof (collectively, the "Land"); and
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<br />(b) All buildings and improvements of every kind and description now or hereafter
<br />erected or placed on the Land (the "Improvements") and all materials intended for construction,
<br />reconstruction, alteration and repair of such Improvements now or hereafter erected thereon, all
<br />of which materials shall be deemed to be included within the Premises (as hereinafter defined)
<br />immediately upon the delivery thereof to the Land, and all fixtures and articles of personal
<br />property now or hereafter owned by the Grantor and attached to or contained in and used in
<br />connection with the Land and Improvements including, but not limited to, all furniture,
<br />furnishings, apparatus, machinery, equipment, motors, elevators, kitchen, cleaning apparatus,
<br />beds, linens, televisions, telephones, cash registers, computers, lan1ps, glassware, restaurant and
<br />kitchen equipment, supplies, fittings, radiators, ranges, refrigerators, awnings, shades, screens,
<br />blinds, carpeting, office equipment and other furnishings and all plumbing, heating, lighting,
<br />cooking, laundry, ventilating, refrigerating, incinerating, air conditioning and sprinkler
<br />equipment and fixtures and appurtenances thereto and all renewals or replacements thereof or
<br />articles in substitution thereof, whether or not the same are or shall be attached to the Land and
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<br />CHAR2\ 1 056S0Sv2
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