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<br />2007101~~
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<br />trade names, trademarks, symbols, service marks, books, records, plans, specifications, designs,
<br />drawings, permits, licenses, contract rights (including, without limitation, any contract with any
<br />architect or engineer or with any other provider of goods or services for or in connection with
<br />any construction, repair or other work upon the Premises, and any contract for management or
<br />any other provision of service in connection with the Premises), approvals, actions, refunds of
<br />real estate taxes and assessments and any other governmental impositions related to the
<br />Premises, approvals, actions and causes of action that now or hereafter relate to, are derived from
<br />or are used in connection with the Premises, or the use, operation, maintenance, occupancy or
<br />enjoyment thereof or the conduct of any business or activities thereon (all of the foregoing being
<br />the "Intangible Personalty") or any part thereof, and the Grantor agrees to execute and deliver to
<br />the Administrative Agent such additional instruments, in fonn and substance reasonably
<br />satisfactory to the Administrative Agent, as may hereafter be reasonably requested by the
<br />Administrative Agent to evidence and confirm said assignment; provided, however, that
<br />acceptance of any such assigrunent shall not be construed as a consent by the Administrative
<br />Agent to any lease, rental agreement, management contract, franchise agreement, construction
<br />contract, technical services agreement or other contract, license or permit, or to impose upon the
<br />Administrative Agent any obligation with respect thereto.
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<br />(3) All proceeds, products, offspring, rents and profits from any of the foregoing,
<br />including, without limitation, those from sale, exchange, transfer, collection, loss, damage,
<br />disposition, substitution or replacement of any of the foregoing.
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<br />All the Tangible Personalty that comprises a part of the Premises shall, as far as permitted
<br />by law, be deemed to be "fixtures" affixed to the aforesaid Land and conveyed therewith. As to
<br />the balance of the Tangible Personalty and the Intangible Personalty, this Deed of Trust shall be
<br />considered to be a security agreement that creates a security interest in such items for the benefit
<br />of the Administrative Agent. In that regard, the Grantor grants to the Administrative Agent all of
<br />the rights and remedies of a secured party under the Uniform Commercial Code and grants to the
<br />Administrative Agent a security interest in all of the Tangible Personalty and Intangible
<br />Personalty subject to the further terms of this Deed of Trust.
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<br />The Grantor, and by acceptance hereof the Trustee and the Administrative Agent,
<br />covenant, represent and agree as follows:
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<br />AR TlCLE I
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<br />Secured Obligations
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<br />1.1 Secured Obligations. This Deed of Trust secures all of the following, whether now
<br />existing or hereafter incurred (the "Secured Obligations"): (i) all of the Credit Party Obligations
<br />(including liabilities and obligations owing from Holdco or any of its Restricted Subsidiaries to any
<br />Hedging Agreement Provider arising under any Secured Hedging Agreement), howsoever
<br />evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent, or joint
<br />and several and (ii) all expenses and charges, legal and otherwise, incurred by the Administrative
<br />Agent, the Lenders and/or the Hedging Agreement Providers in collecting or enforcing any of the
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<br />CHAR2\I056808v2
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