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<br />200800520
<br />2<bl'OJJ:)22
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<br />B. Pursuant to the Loan Agreement and subject to the terms and conditions therein
<br />set forth, Beneficiary has agreed to make a certain new loan and amend and restate a certain
<br />existing loan to Grantor to assist Grantor in paying off certain indebtedness to other lenders and
<br />financing certain general working capital needs and certain activities related to the Real Estate (as
<br />hereinafter defined).
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<br />C. The aggregate principal amount of the Loan outstanding from time to time under
<br />the Loan Agreement may not exceed $5,373,359, excluding advances made to protect the lien and
<br />security of this Deed of Trust.
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<br />D. To evidence and secure such indebtedness, Grantor has executed and delivered the
<br />Loan Agreement, one or more Notes as more particularly described in Annex I attached hcrcto
<br />and made part hereof (collectively, the "Notes") and certain other Loan Documents (as defincd in
<br />the Loan Agreement).
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<br />E. It has been agreed that as a condition precedent to the making of the Loan,
<br />Grantor will further secure such indebtedness by the execution and delivery of this Deed of Trust.
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<br />F. As used in this Deed of Trust, the term "Secured Obligations" means and includes
<br />all of the following in any order of priority that Beneficiary may choose: (i) all performance and
<br />payment obligations of Grantor under or in connection with the Loan Agreement, the Notes, this
<br />Deed of Trust and all of the other Loan Documents; provided, however, that this Deed of Trust
<br />does not secure any Loan Document or other document or any provision of any Loan Document
<br />or other document, that is expressly stated to be unsecured; (ii) all other obligations of Grantor to
<br />Beneficiary, in each case howsoever created, arising or evidenced, whether direct or indirect, joint
<br />or several, absolute or contingent, or now or hereafter existing, or due or to become due,
<br />including, without limitation, those obligations arising out of or in connection with the Loan
<br />Agreement, the Notes, the Deed of Trust or any of the other Loan Documents, including, without
<br />limitation, any and all advances, costs or expenses paid or incurred by Beneficiary, including,
<br />without limitation, such advances as may be made from time to time to protect any or all of the
<br />Collateral (as hereinafter defined) and other collateral under the Loan Documents, to perform any
<br />obligation of Grantor hereunder or under any of the other Loan Documents or to collect any
<br />amount owing to Beneficiary which is secured hereby or under the other Loan Documents; (iii)
<br />payment and performance of all future advances and other obligations that Grantor, or any
<br />successor in interest to Grantor, and/or any other obligor (if different than Grantor), or any
<br />successor in ownership of all or part of the Collateral, may agree to pay and/or perform (whether
<br />as principal, surety, or guarantor) for the benefit of Beneficiary, when a writing evidences the
<br />parties' agreement that the advance or obligation be secured by this Deed of Trust; (iv) payment
<br />and performance of all modifications, amendments, extensions, and renewals, however evidenced,
<br />of any of the Secured Obligations, including any successor agreements or instruments which
<br />restate and supersede any agreements or instruments evidencing the Secured Obligations; (v) all
<br />obligations of Grantor to Citibank, N.A. or Citibank, N.A's affiliates or subsidiaries (collectively,
<br />"Citibank"), in the event Citibank is the Protection Lender (as defined in the Loan Agreement), in
<br />connection with any interest rate swap, basis swap, forward rate transaction, commodity swap,
<br />commodity option, equity or index swap or option bond, note or bill option, interest rate option,
<br />forward foreign exchange transaction, cap, collar, or floor transaction, currency swap, cross
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<br />2
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<br />NEWY 1 \8176568.2
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