Common use of GRANTING CLAUSES Clause in Contracts

GRANTING CLAUSES. All the estate, right, title and interest of Grantor in, to and under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A hereto (the “Land”); TOGETHER with all of Grantor’s right, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings and improvements now or hereafter located on the Land (hereinafter collectively referred to as the “Improvements”) and all right, title and interest, if any, of Grantor in and to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all property, and all additions thereto and substitutions or replacements thereof now or hereinafter contained or attached to and used in connection with the Land and the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Property or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Security Property unto Trustee, for the benefit and security of Beneficiary and the other Secured Parties, and their successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement.

GRANTING CLAUSES. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; SUBJECT TO THE TERMS AND CONDITIONS HEREIN, MORTGAGOR DOES HEREBY IRREVOCABLY MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY TO MORTGAGEE, IN EACH CASE FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY MORTGAGOR: All of the estate, right, title title, claim or demand whatsoever of Mortgagor, in possession or expectancy, in and interest to those certain tracts of Grantor inland, to and under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A A, attached hereto and made a part hereof (the “Land”); TOGETHER with The rights, interests and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and all of GrantorMortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted from such Exhibit A relating to the tenementsLand, hereditamentstogether with any amendments, appurtenances renewals, extensions, supplements, modifications or other agreements related to the foregoing, and all the estates and further together with any other servitudes, easements, rights of Grantor way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in and connection with, or in any way related to the Land; TOGETHER with all All of GrantorMortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in and to any and all buildings and improvements now buildings, improvements, structures, fixtures, or hereafter located on the Land any other real property (hereinafter collectively referred to as collectively, the “Improvements”; together with the Land, the “Real Estate”) located on the Land; All rights, estates, powers and privileges appurtenant to the rights, interests and properties set forth in clauses (a)-(c) above; without limiting any other provision of these granting clauses, all right, title and interestinterest of Mortgagor in, if anyto and under all easements, rights of Grantor in and to the streetsway, roadslicenses, sidewalks and alleys operating agreements, abutting the Land, and strips and gores within of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or pertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record)center line thereof; TOGETHER with all of Grantor’s right, title and interest in of Mortgagor in, to and to any under all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings, appliances and all propertyarticles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or hereinafter subsequently attached to, or contained in or attached to and used or usable in any way in connection with any operation or letting of the Land and Mortgaged Property (as defined below), including but without limiting the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all generality of the foregoing, including the items hereinafter enumeratedall screens, are herein collectively referred to as the “Fixture Property”)awnings, including all removable window shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and floor coveringswindows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioningconditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and elevator plants, cooking facilities, vacuum cleaning unloading equipment and systems, call systemsstoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, hoses, pumps, tanks, loading racks, wharves, docks, pipelines, conduits, appliances, equipment, fittings and fixturesfixtures of every kind and description held in connection with the operation of, to and located on, the extent Mortgaged Property, and all licenses and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with the same constitutes real Mortgaged Property, and all renewals or replacements of the foregoing or substitutions for the foregoing provided that the foregoing items described in this clause (f) shall not include any rights or property or fixtures excluded as collateral in the state Security Agreement or the Credit Agreement (all of the foregoing non-excluded rights or property in which the Land is located this paragraph (the Land, the Improvements and the Fixture Property are hereinafter collectively f) being referred to as the “Security PropertyEquipment”); TOGETHER with all of Grantor’s right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Mortgaged Property and the Equipment, subsequently acquired by Mortgagor (or released from the lien of any equipment financing after the date hereof) or constructed, assembled or placed by Mortgagor on the Mortgaged Property, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Mortgaged Property or offsite, and, in each such case, without any further deed, conveyance, “assignment or other act by Mortgagor provided that the foregoing items described in this clause (g) shall not include any rights or property excluded as collateral in the Security Agreement or the Credit Agreement; all right, title and interest of Mortgagor in, to and under all leases, subleases, lettings underlettings, concession agreements, management agreements, licenses and licenses other similar agreements granting to a third party a right to use or occupancy of the Security Mortgaged Property or the Equipment or any part thereof thereof, now existing or hereafter subsequently entered into, into by Mortgagor and whether written or oral and all amendments, modifications, supplements, additions, extensions and renewals thereof (all guarantees of any of the foregoing are hereinafter collectively referred (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to as time, the “Leases”), including and all rights of Mortgagor in respect of cash and securities deposited thereunder (as down payments, security deposits or otherwise), and the right to receive and collect the rents, security depositsrevenues, income, proceeds, earnings, royalties, revenuesrents, issues and profits payable thereunder thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the rights to enforce, whether at law or in equity or by any other means, all provisions use and options thereof or thereunder (all enjoyment of the foregoing are hereinafter collectively referred to Mortgaged Property (as defined below) (collectively, the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue premiums under insurance policies now or hereafter subsequently obtained by Grantor and Mortgagor relating to the Security Mortgaged Property or Equipment and Mortgagor’s interest in and to all proceeds of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, any such insurance policies (including proceeds of hazard and title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and compensation heretofore other compensation, including the interest payable thereon and hereafter the right to collect and receive the same, made to the present and all or any subsequent owners owner of the Security Mortgaged Property by any governmental or other lawful authorities Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Mortgaged Property or any easement thereinor other right therein subject to the provisions set forth below; and to the extent the grant of a Lien therein is not prohibited under the applicable contract, including awards for consent, license or other item unless the appropriate consent has been obtained and not prohibited by applicable law, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any change manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of grade the Mortgaged Property or Equipment or any part thereof and all agreements and options relating to the purchase or lease of streets any portion of the Mortgaged Property or any property which is adjacent or peripheral to the Mortgaged Property which are appurtenant to the ownership of the Mortgaged Property, together with the right to exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Mortgaged Property or any part thereof, and (iii) all drawings, plans, specifications and similar or related items relating to the Mortgaged Property. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in, and not excluded from, the foregoing clauses (a) through (j) are hereinafter collectively referred to as the “AwardsMortgaged Property”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Security Property unto Trustee, for the benefit and security of Beneficiary and the other Secured Parties, and their successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement.

GRANTING CLAUSES. All To secure the estate, right, title obligations of Mortgagor under the Guaranty and interest the payment of Grantor in, to all amounts due under and under, or derived fromthe performance and observance of all covenants and conditions contained in this Mortgage, the plotsGuaranty, pieces and parcels of land more particularly described in Exhibit A hereto (the “Land”); TOGETHER with all of Grantor’s rightLoan Agreement, title and interest in and to the tenementsNotes, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings other mortgages, security agreements, assignments of leases and improvements rents, guaranties, letters of credit and any other documents and instruments now or hereafter located on executed by Mortgagor, Borrower or any party related thereto or affiliated therewith to evidence, secure or guarantee the Land (hereinafter collectively referred to as payment of all or any portion of the “Improvements”) indebtedness under the Notes or the Guaranty and any and all rightrenewals, title extensions, amendments and interestreplacements of this Mortgage, if anythe Guaranty, the Loan Agreement, the Notes and any such other documents and instruments (the Guaranty, the Loan Agreement, the Notes, this Mortgage, such other mortgages, security agreements, assignments of Grantor in leases and to the streetsrents, roadsguaranties, sidewalks and alleys abutting the Landletters of credit, and strips any other documents and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements instruments now or hereafter affecting the Land, royalties executed and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all property, and all additions thereto and substitutions or replacements thereof now or hereinafter contained or attached to and used delivered in connection with the Land Loan, and the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Property or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additionsrenewals, extensions and renewals thereof (all of the foregoing are hereinafter collectively replacements hereof and thereof, being sometimes referred to collectively as the “Leases”), including cash Loan Instruments” and securities deposited thereunder (individually as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the a “RentsLoan Instrument”) and the right during the continuance to secure payment of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreementsindebtedness and obligations of Mortgagor or Borrower or any party related thereto or affiliated therewith to Lender, rights, written materials and intangible personal property (whether now existing or in the future existing) arising in connection withhereafter created, derived from absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are indebtedness and liabilities secured hereby being hereinafter collectively sometimes referred to as the “Awards”Mortgagor’s Liabilities,” provided that Mortgagor’s Liabilities shall, in no event, exceed $30,000,000); and TOGETHER with all of Grantor’s right, title and interest in and to all extensionsMortgagor does hereby convey, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyancewarrant, assignment or other act by Grantorassign, shall become subject transfer, pledge and deliver to Lender the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically following described herein. TO HAVE AND TO HOLD the Security Property unto Trustee, for the benefit and security of Beneficiary and the other Secured Parties, and their successors and assigns, forever, property subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement.herein:

GRANTING CLAUSES. All The Lessor hereby grants, conveys, assigns, transfers, mortgages and pledges to the estateIndenture Trustee, to the extent that it constitutes real property, and, to the extent that it does not constitute real property grants, conveys, assigns, transfers, mortgages, pledges to and creates a security interest in favor of the Indenture Trustee in, the following described property, rights and privileges, whether now owned or held or hereafter acquired (herein called the "Indenture Estate"), to wit, all right, title and interest of Grantor inthe Lessor, to now existing or hereafter arising, in and under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A hereto (the “Land”); TOGETHER with all of Grantor’s to: Granting Clause First --------------------- The entire right, title and interest of the Lessor in and to the land described in Schedule A attached hereto (the "Site") including the Lessor's rights under the Option and Estate for Years Agreement with respect to the Site and the Three Party Agreement with respect to the Site, together with (a) all right, title and interest of Lessor in and to all buildings, structures and other improvements, now standing or at any time hereafter constructed or placed upon the Site, including, without limitation, all right, title and interest of Lessor in and to all fixtures of every kind and nature on the Site or in any such building, structure or other improvements (said buildings, structures, other improvements and fixtures being herein collectively called the "Improvements"), (b) all right, title and interest of Lessor in and to all and singular the tenements, hereditaments, appurtenances and all the estates and easements, rights of Grantor way, rights, privileges and appurtenances in and to the Land; TOGETHER with Site, belonging or in any way appertaining thereto, including, without limitation, all of Grantor’s right, title and interest of Lessor in, to and under any streets, ways, alleys, vaults, gores or strips of land adjoining the Site, (c) all claims or demands of Lessor in and to any and all buildings and improvements now law or hereafter located on the Land (hereinafter collectively referred to as the “Improvements”) and all rightin equity, title and interestin possession or expectancy of, if any, of Grantor in and to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all property, and all additions thereto and substitutions or replacements thereof now or hereinafter contained or attached to and used in connection with the Land Site and the Improvements and (d) all rents, income, revenues, issues, awards, proceeds and profits from and in respect of the property described in this Granting Clause First which are, subject to the extent provisions of Granting Clause Second, hereby specifically assigned, transferred and set over to Indenture Trustee, it being the same constitutes real property or fixtures in the state in which the Land is located (all intention of the foregoingparties hereto that, including so far as may be permitted by law, all property of the items hereinafter enumeratedcharacter hereinabove described which is now owned or held or is hereafter acquired by Lessor and is affixed, are herein collectively referred to as the “Fixture Property”), including all removable window attached and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, annexed to the extent Site shall be and remain or become and constitute a portion of the same constitutes real property or fixtures in Indenture Estate and the state in which security covered by and subject to the Land is located (Lien of the Land, Mortgage. The Site together with the Improvements and the Fixture Property other property described in this Granting Clause First relating thereto are hereinafter herein collectively referred to as called the “Security "Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Property or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Security Property unto Trustee, for the benefit and security of Beneficiary and the other Secured Parties, and their successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement".

GRANTING CLAUSES. All the estate, right, title and interest of Grantor in, to and under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A hereto (the “Land”"LAND"); TOGETHER with all of Grantor’s 's right, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s 's right, title and interest in and to any and all buildings and improvements now or hereafter located on the Land (hereinafter collectively referred to as the “Improvements”"IMPROVEMENTS") and all right, title and interest, if any, of Grantor in and to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s 's right, title and interest in and to any and all property, and all additions thereto and substitutions or replacements thereof now or hereinafter contained or attached to and used in connection with the Land and the Improvements Premises to the extent the same constitutes real property or fixtures in the state in which the Land is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”"FIXTURE PROPERTY"), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”"PREMISES"); TOGETHER with all of Grantor’s 's right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Property Premises or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”"LEASES"), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”"RENTS") and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Secured Obligations; TOGETHER with all of Grantor’s 's right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property Premises (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may in the opinion of Mortgagee be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s 's right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Mortgaged Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Mortgaged Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s 's business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a7.15(a)); TOGETHER with all of Grantor’s 's right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property Premises and all proceeds of the conversion, voluntary or involuntary, of the Security Property Premises into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property Premises by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property Premises or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”"AWARDS"); and TOGETHER with all of Grantor’s right, title and interest of Grantor in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property Premises and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust Mortgage as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Security Mortgaged Property unto Trustee, for the benefit Mortgagee and security of Beneficiary and the other Secured Parties, and their its successors and assigns, forever, subject to the terms and conditions of this Deed of Trust Mortgage for the ratable benefit of the Secured PartiesMortgagee, Trustee, the holders of the Notes and the Party Lien Holders (as defined in the Security Agreement) (collectively, the "SECURED PARTIES"), subject to the terms of the Intercreditor Security Agreement.

GRANTING CLAUSES. All the estate, right, title and interest of Grantor Mortgagor in, to and under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A attached hereto (the “"Land”"); TOGETHER with all of Grantor’s right, title and interest in and to the tenements, easements, hereditaments, appurtenances and all the estates and rights of Grantor Mortgagor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings and improvements now or hereafter located on the Land (hereinafter collectively referred to as the “"Improvements”") and all right, title and interest, if any, of Grantor Mortgagor in and to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, flowage, mineral, water, riparian, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record)rights; TOGETHER with all of Grantor’s rightproperty, title tangible and interest in and to any and all propertyintangible, and all additions thereto and substitutions or replacements thereof owned by Mortgagor and now or hereinafter hereafter contained in, or attached to and used in connection with the Land and the Improvements Premises or placed on any part thereof though not attached thereto, to the extent the same constitutes real property or fixtures in the state in which the Land Mortgaged Property is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”"Equipment"), including turbines, control machinery and other equipment related to the generation of hydroelectric power, all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, together with the Improvements and the Fixture Property Equipment, are hereinafter collectively referred to as the “Security Property”"Premises"); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings lettings, and licenses of (including all Neighboring Landowner Agreements) of, and all other contracts, bonds and agreements affecting the Security Property Premises or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “"Leases”"), and all right, title and interest of Mortgagor thereunder, including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “"Rents”") and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property Premises (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may in the opinion of Mortgagee be necessary to preserve, protect protect, or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal Federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor Mortgagor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor Mortgagor and relating to the Security Property Premises and all proceeds of the conversion, voluntary or involuntary, of the Security Property Premises into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property Premises by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property Premises or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”)streets; and TOGETHER with all of Grantor’s right, title and interest of Mortgagor in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor Mortgagor or constructed, assembled or placed by Grantor Mortgagor on the Security Property Premises and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by GrantorMortgagor, shall become subject to the lien of this Deed of Trust Mortgage as fully and completely, and with the same effect, as though now owned by Grantor Mortgagor and specifically described herein. TO HAVE AND TO HOLD the Security Mortgaged Property unto Trustee, for the benefit and security of Beneficiary and the other Secured PartiesMortgagee, and their its respective successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement. This mortgage is granted with MORTGAGE COVENANTS.

GRANTING CLAUSES. All the estate, right, title For good and interest of Grantor in, to and under, or derived fromvaluable consideration, the plotsreceipt and sufficiency of which are hereby acknowledged, pieces and to secure Mortgagor's performance of Mortgagor's obligations under the Notes, Mortgagor has created a security interest in and mortgaged, warranted, granted, bargained, sold, conveyed, assigned, pledged, transferred and set over, and does by these presents create a security interest in and MORTGAGE, WARRANT, GRANT, BARGAIN, SELL, CONVEY, ASSIGN, PLEDGE, TRANSFER AND SET OVER unto Mortgagee, its successors and assigns forever, WITH MORTGAGE COVENANTS and other STATUTORY RIGHTS AND COVENANTS in the State of Connecticut, the following property: The parcel or parcels of land more particularly described in Exhibit Schedule A attached hereto and by this reference made a part hereof (the “"Land”"); TOGETHER with all of Grantor’s rightthe buildings, title and interest in and to the tenementsfoundations, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings structures and improvements (including fixtures) now or hereafter located on or in the Land (hereinafter collectively referred to as collectively, the “"Improvements”) and "); TOGETHER with all right, title and interest, if any, of Grantor Mortgagor in and to the streets, streets and roads, sidewalks and alleys opened or proposed, abutting the Land, and all strips and gores within or adjoining the Land, the air space and right to use said the air space above the Land and any transferable development or similar rights appurtenant theretoLand, all rights of ingress and egress by motor vehicles to parking facilities on or within and from the Land, all easements easements, rights of way, reversions, remainders, hereditaments, and appurtenances now or hereafter affecting the LandLand or the Improvements, all royalties and all rights and privileges appertaining to the use and enjoyment of the LandLand or the Improvements, including all air, lateral support, alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved mineral rights, all options to purchase or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all propertylease, and all additions thereto and substitutions other interests, estates or replacements thereof claims, in law or in equity, which Mortgagor now has or hereinafter contained hereafter may acquire in or attached with respect to and used in connection with the Land and or the Improvements to (collectively, the extent the same constitutes real property or fixtures in the state in which the Land is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”"Appurtenances"), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the ; The Land, the Improvements and the Fixture Property Appurtenances are hereinafter sometimes collectively referred to as the “Security Property”)"Premises"; TOGETHER with all of Grantor’s right, title and interest of Mortgagor in and to any and under all leases, subleaseslettings, lettings tenancies and licenses for occupancy of the Security Property Premises or any part thereof now or hereafter entered into, into and all amendments, modificationsextensions, supplementsrenewals and guaranties thereof, additionsall security therefor, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited moneys payable thereunder (as down payments, security deposits or otherwise)collectively, the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)"Leases"); TOGETHER with all of Grantor’s rightrents, title income, issues, profits, security deposits and interest in and other benefits to any and all unearned premiums, accrued, accruing or to accrue under insurance policies which Mortgagor may now or hereafter obtained be entitled from the Premises, or under or in connection with the Leases (collectively, the "Property Income"); and TOGETHER with all proceeds, judgments, claims, compensation, awards of damages and settlements with respect to or hereafter made as a result of or in lieu of any condemnation or taking of the Premises by Grantor and relating eminent domain or any casualty loss of or damage to any of the Premises, the Leases or the Property Income, all refunds with respect to the Security Property payment of property taxes and assessments, and all other proceeds of the conversion, voluntary or involuntary, of the Security Premises, the Leases or the Property Income, or any part thereof, into cash or liquidated claimsclaims (collectively, including proceeds of hazard the "Proceeds"). The Leases, the Property Income and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing Proceeds are hereinafter sometimes collectively referred to as the “Awards”); "Collateral." The Premises and TOGETHER with all of Grantor’s right, title and interest in and the Collateral are hereinafter sometimes collectively referred to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. "Mortgaged Property." TO HAVE AND TO HOLD the Security Property unto TrusteeMortgaged Property, for with all the benefit privileges and security of Beneficiary and appurtenances to the other Secured Partiessame belonging, and their with the possession and right of possession thereof, unto Mortgagee and its successors and assigns, assigns forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement.. THE CONDITION OF THIS DEED IS SUCH THAT:

GRANTING CLAUSES. In order to secure the repayment of the Obligations, whether such Obligations are made pursuant to a commitment, made at the option of the Mortgagee, made after a reduction to zero or other balance, or made otherwise, up to the Maximum Debt Limit, and to declare the terms and conditions upon which the Obligations are to be secured, the Mortgagor, in consideration of the premises, does hereby grant, bargain, sell, alienate, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm unto the Mortgagee, and its respective assigns the following (all of which are hereinafter collectively called the "Mortgaged Property"): All the estate, right, title and interest of Grantor in, the Mortgagor in and to those fee and under, or derived from, the plots, pieces and parcels of land more particularly leasehold estates in real property described in Exhibit A hereto (the “Land”); TOGETHER "A" hereto, subject in each case to those matters set forth in such Exhibit, together with all of Grantor’s buildings, improvements, fixed assets, personalty and fixtures now or in the future annexed, affixed or attached to said real property or said buildings, improvements or structures located thereon; and All right, title and interest in of the Mortgagor in, to and to the tenements, hereditaments, appurtenances under any and all the estates and grants, privileges, rights of Grantor way, easements and other similar interest now owned, held, leased, enjoyed or exercised, or which may hereafter be owned, held, leased, acquired, enjoyed or exercised, by the Mortgagor for the purposes of, or in and to connection with the Land; TOGETHER with all real property described in Exhibit “A” hereto or, the construction, acquisition, ownership, use or operation by or on behalf of Grantor’s right, title and interest in and to any and the Mortgagor of all buildings and improvements now or hereafter located on the Land (hereinafter collectively referred to as the “Improvements”) property encumbered hereby, wherever located. TOGETHER WITH all tenements, hereditaments and all right, title and interest, if any, of Grantor in and appurtenances belonging or otherwise pertaining to the streetsaforesaid property or any part thereof, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s rightreversions, title remainders, rents, income, revenues, profits, cash, proceeds, products and interest in and to benefits at any and all propertytime derived, and all additions thereto and substitutions received or replacements thereof now had from any or hereinafter contained or attached to and used in connection with the Land and the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all of the foregoing, including above-described property of the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”), including Mortgagor and all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and deposits or other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent accounts into which the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Property or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described hereindeposited. TO HAVE AND TO HOLD the Security Mortgaged Property unto Trusteethe Mortgagee and its respective assigns forever, to secure the payment and performance of the Obligations, including, without limitation, the due performance of the covenants, agreements and provisions herein contained, and for the benefit uses and security of Beneficiary purposes and upon the other Secured Partiesterms, conditions, provisos and their successors agreements hereinafter expressed and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreementdeclared.

GRANTING CLAUSES. All For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure the prompt and complete payment and performance of the Secured Obligations of Mortgagor (collectively, the “Obligations”); MORTGAGOR HEREBY GRANTS TO MORTGAGEE A LIEN UPON AND A SECURITY INTEREST IN, AND HEREBY MORTGAGES AND WARRANTS, GRANTS, ASSIGNS, TRANSFERS AND SETS OVER TO MORTGAGEE, WITH MORTGAGE COVENANTS: the Land; all right, title and interest Mortgagor now has or may hereafter acquire in and to the Improvements or any part thereof, and all the estate, right, title, claim or demand whatsoever of Mortgagor, in possession or expectancy, in and to the Real Estate or any part thereof; all right, title and interest of Grantor Mortgagor in, to and underunder all easements, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A hereto (the “Land”); TOGETHER with all of Grantor’s right, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s rightway, title and interest in and to any and all buildings and improvements now or hereafter located on the Land (hereinafter collectively referred to as the “Improvements”) and all rightlicenses, title and interestoperating agreements, if any, of Grantor in and to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and flowage rights, development rights, air rights, mineral and soil rights, plants, standing and fallen timber, and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or appertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining Real Estate to the use and enjoyment center line thereof; all of the Landfixtures, including alleychattels, drainagebusiness machines, mineralmachinery, waterapparatus, oil equipment, furnishings, fittings, appliances and gas rights (less articles of personal property of every kind and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all propertynature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Mortgagor and now or hereinafter subsequently attached to, or contained in or attached to and used or usable in any way in connection with any operation or letting of the Land and Real Estate, including but without limiting the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all generality of the foregoing, including the items hereinafter enumeratedall screens, are herein collectively referred to as the “Fixture Property”)awnings, including all removable window shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and floor coveringswindows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioningconditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and elevator plants, cooking facilities, vacuum cleaning unloading equipment and systems, call systemsstoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, pumps, tanks, conduits, appliances, equipment, fittings and fixtures, to fixtures of every kind and description (all of the extent the same constitutes real property or fixtures foregoing in the state in which the Land is located this paragraph (the Land, the Improvements and the Fixture Property are hereinafter collectively d) being referred to as the “Security PropertyEquipment”); TOGETHER with all of Grantor’s right, title and interest of Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Real Estate and the Equipment, subsequently acquired by or released to Mortgagor or constructed, assembled or placed by Mortgagor on the Real Estate, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Real Estate or offsite, and, in each such case, without any further deed, conveyance, assignment or other act by Mortgagor; all right, title and interest of Mortgagor in, to and under all leases, subleases, lettings underlettings, concession agreements, management agreements, licenses and licenses other agreements relating to the use or occupancy of the Security Property Real Estate or the Equipment or any part thereof thereof, now existing or hereafter subsequently entered into, into by Mortgagor and whether written or oral and all amendments, modifications, supplements, additions, extensions and renewals thereof (all guarantees of any of the foregoing are hereinafter collectively referred (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to as time, the “Leases”), including and all rights of Mortgagor in respect of cash and securities deposited thereunder (as down payments, security deposits or otherwise), and the right to receive and collect the rents, security depositsrevenues, income, proceeds, earnings, royalties, revenuesrents, issues and profits payable thereunder thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits arising from the rights to enforce, whether at law or in equity or by any other means, all provisions use and options thereof or thereunder (all enjoyment of the foregoing are hereinafter collectively referred to Mortgaged Property (as defined below) (collectively, the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue premiums under insurance policies now or hereafter subsequently obtained by Grantor and Mortgagor relating to the Security Property Real Estate or Equipment and Mortgagor’s interest in and to all proceeds of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, any such insurance policies (including proceeds of hazard and title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and compensation heretofore other compensation, including the interest payable thereon and hereafter the right to collect and receive the same, made to the present and all or any subsequent owners owner of the Security Property by any governmental Real Estate or other lawful authorities Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property Real Estate or any easement or other right therein; to the extent not prohibited under the applicable contract, including awards for consent, license or other item unless the appropriate consent has been obtained, all right, title and interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any change manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of grade the Real Estate or Equipment or any part thereof and all agreements and options relating to the purchase or lease of streets 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, (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, and (iii) all drawings, plans, specifications and similar or related items relating to the Real Estate; and all proceeds, both cash and noncash, of the foregoing; ; provided, however, that any Excluded Collateral (as defined in the U.S. Security Agreement) shall be excluded from the lien and security interest of this Mortgage. (All of the foregoing property and rights and interests now owned or held or subsequently acquired by Mortgagor and described in the foregoing clauses (a) through (c) are hereinafter collectively referred to as the “AwardsPremises”, and those described in the foregoing clauses (a) through (i) are collectively referred to as the “Mortgaged Property”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Security Mortgaged Property and the rights and privileges hereby mortgaged unto TrusteeMortgagee, its successors and assigns for the uses and purposes set forth, until the Obligations are fully paid and performed, provided, however, that the condition of this Mortgage is such that if the Obligations are fully paid and performed, then the estate hereby granted shall cease, terminate and become void. This Mortgage covers present and future advances and re-advances, in the aggregate amount of the obligations secured hereby, made by the Secured Parties for the benefit and security of Beneficiary Mortgagor, and the other Secured Parties, lien of such future advances and their successors and assigns, forever, subject re-advances shall relate back to the terms and conditions date of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor AgreementMortgage.

GRANTING CLAUSES. All the estate, right, title and interest of Grantor Mortgagor in, to and under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A A-1 hereto (the “"LAND"); [TOGETHER with all those certain leases and the leasehold estates created thereby more particularly described in Exhibit A-2 hereto, as the same may be amended, renewed, modified, supplemented or extended from time to time (collectively referred to as the "LEASES") of and in those certain plots, pieces and parcels of land more particularly described in the aforesaid Exhibit A-2 (the "LEASED LAND"), and any and all reversions or remainders in and to Mortgagor's interest in the Leased Land”, all modifications, extensions, replacements and renewals of the Leases and all credits, deposits, options (including any options to purchase or renew set forth in the Leases), privileges and rights of Mortgagor under the Leases and all guarantees of the Leases (all of the foregoing hereinafter collectively referred to as the "LEASEHOLD ESTATE")]; TOGETHER with all of Grantor’s right, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor Mortgagor in and to the Land [and the Leased Land]; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings and improvements now or hereafter located on the Land [and the Leased Land] (hereinafter collectively referred to as the “Improvements”"IMPROVEMENTS") and all right, title and interest, if any, of Grantor Mortgagor in and to the streets, roads, sidewalks and alleys abutting the Land [and the Leased Land], and strips and gores within or adjoining the Land [and the Leased Land], the air space and right to use said air space above the Land [and the Leased Land] and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land [and the Leased Land], all easements now or hereafter affecting the Land [and the Leased Land], royalties and all rights appertaining to the use and enjoyment of the Land [and the Leased Land], including alley, drainage, mineral, water, oil and gas rights rights; TOGETHER with all fixtures and all appurtenances and additions thereto and substitutions or replacements thereof owned by Mortgagor and now or hereafter attached to the Premises (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of recordas hereinafter defined); TOGETHER with all of Grantor’s rightproperty, title tangible and interest in and to any and all propertyintangible, and all additions thereto and substitutions or replacements thereof owned by Mortgagor and now or hereinafter contained in, or attached to and used in connection with the Land and the Improvements Premises or placed on any part thereof though not attached thereto, to the extent the same constitutes real property or fixtures in the state in which the Land Mortgaged Property is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”"EQUIPMENT"), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which (the Land is located (and the LandLeasehold Estate, together with the Improvements and the Fixture Property Equipment, are hereinafter collectively referred to as the “Security Property”"PREMISES"); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of (except Leases) of, and all other contracts, bonds and agreements affecting the Security Property Premises or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”"SUBORDINATE LEASES"), and all right, title and interest of Mortgagor thereunder, including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”"RENTS") and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Secured Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property Premises (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may in the opinion of Mortgagee be necessary to preserve, protect protect, or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal Federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor Mortgagor in its capacity as landlord under any Subordinate Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Mortgaged Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Mortgaged Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business)thereof, including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; guaranties and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a))leases; TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor Mortgagor and relating to the Security Property Premises and all proceeds of the conversion, voluntary or involuntary, of the Security Property Premises into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property Premises by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property Premises or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”collectively, "AWARDS"); and TOGETHER with all of Grantor’s right, title and interest of Mortgagor in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor Mortgagor or constructed, assembled or placed by Grantor Mortgagor on the Security Property Premises and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by GrantorMortgagor, shall become subject to the lien of this Deed of Trust Mortgage as fully and completely, and with the same effect, as though now owned by Grantor Mortgagor and specifically described herein. TO HAVE AND TO HOLD the Security Mortgaged Property unto Trustee, for the benefit Mortgagee and security of Beneficiary and the other Secured Parties, and their its successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement.

GRANTING CLAUSES. All I The Ground Lease, including all rights, guarantees, amendments, supplements, modifications, renewals, substitutions and extensions relating to the estateGround Lease and any right of continued possession of the Facility as might result by reason of a rejection of the Ground Lease thereunder, and all other right, title and interest of Grantor inthe Debtor in and the Facility together with the tenements, hereditaments, servitudes, appurtenances, estate, rights, privileges, liberties, appurtenances, licenses, royalties, mineral, oil and gas rights, water, water rights, reversions, remainders and immunities thereunto in which the Debtor shall have an interest, including all the right, title and interest of the Debtor in and to all streets, ways, alleys, roads, waters, water courses, water rights, waterways, passages, sewer rights and underpublic places adjoining the Facility and all easements and rights-of-way, public or derived fromprivate, the plotsand gores of land, pieces and parcels of land more particularly described now or hereafter used in Exhibit A hereto (the “Land”); TOGETHER connection therewith, together with all land lying in the bed of Grantor’s any street, road or avenue, open or proposed, in front of or adjoining the Facility to the center line thereof, now or hereafter used in connection with the Facility. Any right of continued possession and occupancy, by agreement or otherwise, in and to the Facility, including all right, title and interest in and to the tenements, hereditaments, appurtenances any such agreement. Any and all rights under Section 365(h) of the estates Federal Bankruptcy Code, or any similar rights under any other law, including but not limited to any right to use or possession of the Facility. All trade fixtures, equipment, machinery, apparatus, appliances, fittings, chattels and rights articles of Grantor personal property of every kind and nature, and all building equipment, materials and supplies of any nature whatsoever, now or hereafter attached to, or used or usable in connection with any present or future operation or occupancy of the Facility and to in which the Land; TOGETHER with Debtor has or shall have an interest and all renewals and replacements thereof and additions and accessions thereto, including without limitation all partitions, elevators, lifts, steam and hot water boilers, heating and air conditioning equipment, lighting and power plants, engines, motors, compressors, ducts, coal, oil and gas burning apparatus, pipes, pumps, plumbing, radiators, sinks, bath tubs, water closets, refrigerators, gas and electrical fixtures, communications apparatus, stoves, ranges, shades, screens, awnings, vacuum cleaning system, and sprinkler system or other fire prevention or extinguishing apparatus and materials, all of Grantorwhich shall be deemed to be, remain and form a part of the Mortgaged Property and are covered by the Lien of this Mortgage; excluding, however, from the Lien of this Mortgage, the Company’s Property (as defined in Section 3.4(c) of the Loan Agreement), any property released from the Facility pursuant to Section 3.5 of the Loan Agreement, and any personal property owned by any Facility Tenant. All right, title and interest of the Debtor in all Construction Contracts, payment bonds, performance bonds, surety bonds, Warranties, guarantees, maintenance, repair or replacement agreements and other contractual obligations of any contractor, subcontractor, surety, guarantor, manufacturer, dealer, laborer, supplier or materialman made with respect to the Facility or any part thereof. All the right, in the name and on behalf of the Debtor, to appear in and defend any action or proceeding brought with respect to the Facility and to commence any action or proceeding to protect the interest of the Mortgagee in the Facility. Any and all buildings air rights, development rights, zoning rights or other similar rights or interests which benefit or are appurtenant to the Facility and improvements any proceeds arising therefrom. All agreements (other than any Security Document) and/or contracts now or hereafter located on entered into by the Land (hereinafter collectively referred to as Debtor for the “Improvements”) Project Work or any part thereof, and all rightpermits, title licenses, bonds, plans and interest, if any, of Grantor in and specifications relative to the streetsProject. All insurance proceeds, roadsawards, sidewalks payments and alleys abutting the Landother compensation payments, including interest thereon, and strips and gores within the right to receive the same, which are heretofore or adjoining hereafter made with respect to the LandFacility as a result of or in lieu of any taking by eminent domain (including any transfer made in lieu of the exercise of said right), the air space alteration of the grade of any street, or any other damage or injury to or decrease in the value of the Facility or the occurrence of any Loss Event (as defined in, and right to use said air space above subject to, Section 5.1 of the Land and any transferable development or similar rights appurtenant theretoLoan Agreement), all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use extent of all amounts which may be secured by this Mortgage at the date of receipt of any such award or payment by the Mortgagee, and enjoyment of the Landreasonable attorneys’ fees, including alleycosts and disbursements incurred by the Mortgagee in connection with the collection of such award or payment, drainagesubject to the terms of the Indenture, mineralthe Loan Agreement and the Ground Lease, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed as to the application of record); TOGETHER with all of Grantor’s such amounts so received. All right, title and interest of the Debtor in and to (a) any and all property, present and future leases of space in any Improvements; (b) the Facility Leases; (c) any and all additions thereto present and substitutions future subleases of space in any Improvements; (d) all rents, issues and profits payable under any such leases and subleases including all Facility Revenues; and (e) any contracts for the sale of all or replacements thereof now any portion of the Facility or hereinafter contained any Improvements or attached portions thereof, on or to and used be erected upon the Facility (“sale contracts”). Nothing in connection with this paragraph is intended to constitute the Land and consent of the Improvements Mortgagee to the extent the same constitutes real property any such leases, subleases or fixtures sale contracts, other than as expressly provided herein or in the state in which the Land is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with all of Grantor’s Loan Agreement. All right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Property or Debtor in all proceeds of any part thereof now or hereafter entered intounearned premiums on any property insurance policies concerning the Facility, and all amendmentsincluding, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise)without limitation, the right to receive and collect apply the rentsproceeds of any insurance, security depositsjudgments or settlements made in lieu thereof, incomefor damages to any portion of the Facility, proceedssubject, earningshowever, royaltiesto the terms of the Indenture, revenues, issues and profits payable thereunder the Loan Agreement and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s Ground Lease. All right, title and interest of the Debtor in all Funds, Accounts and Subaccounts established under the Indenture. All the right, in the name and on behalf of the Debtor, to appear in and defend any action or proceeding brought with respect to any of the Mortgaged Property and to commence any action or proceeding to protect the interest of the Mortgagee in the Mortgaged Property. Any and all further estate, right, title, interest, property, claim and demand whatsoever of the Debtor in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all above. All proceeds of the conversion, voluntary or involuntary, of any of the Security Property foregoing into cash or liquidated claims, including proceeds of hazard and title insurance . Any and all awards other property of every kind and compensation nature from time to time which was heretofore or hereafter is by delivery or by writing of any kind conveyed, mortgaged, pledged, assigned or transferred, as and hereafter made for additional security hereunder, by the Debtor or by any other Person with or without the consent of the Debtor, to the present Mortgagee which is hereby authorized to receive any and all subsequent owners of the Security Property by such property at any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of time and at all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred times to as the “Awards”); hold and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with apply the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Security Property unto Trustee, for the benefit and security of Beneficiary and the other Secured Parties, and their successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreementhereof.

GRANTING CLAUSES. All To secure the estate, right, title obligations of Mortgagor under the Guaranty and interest the payment of Grantor in, to all amounts due under and under, or derived fromthe performance and observance of all covenants and conditions contained in this Mortgage, the plotsGuaranty, pieces and parcels of land more particularly described in Exhibit A hereto (the “Land”); TOGETHER with all of Grantor’s rightLoan Agreement, title and interest in and to the tenementsNotes, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings other mortgages, security agreements, assignments of leases and improvements rents, guaranties, letters of credit and any other documents and instruments now or hereafter located on executed by Mortgagor, Borrower or any party related thereto or affiliated therewith to evidence, secure or guarantee the Land (hereinafter collectively referred to as payment of all or any portion of the “Improvements”) indebtedness under the Notes or the Guaranty and any and all rightrenewals, title exten­sions, amendments and interestreplacements of this Mortgage, if anythe Guaranty, the Loan Agreement, the Notes and any such other documents and instruments (the Guaranty, the Loan Agreement, the Notes, this Mortgage, such other mortgages, security agreements, assignments of Grantor in leases and to the streetsrents, roadsguaranties, sidewalks and alleys abutting the Landletters of credit, and strips any other documents and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements instruments now or hereafter affecting the Land, royalties executed and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all property, and all additions thereto and substitutions or replacements thereof now or hereinafter contained or attached to and used delivered in connection with the Land Loan, and the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Property or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additionsrenewals, extensions and renewals thereof (all of the foregoing are hereinafter collectively replacements hereof and thereof, being sometimes referred to collectively as the “Leases”), including cash Loan Instruments” and securities deposited thereunder (individually as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the a “RentsLoan Instrument”) and the right during the continuance to secure payment of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreementsindebtedness and obligations of Mortgagor or Borrower or any party related thereto or affiliated therewith to Lender, rights, written materials and intangible personal property (whether now existing or in the future existing) arising in connection withhereafter created, derived from absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are indebtedness and liabilities secured hereby being hereinafter collectively sometimes referred to as the “Awards”Mortgagor’s Liabilities,” provided that Mortgagor’s Liabilities shall, in no event, exceed $30,000,000); and TOGETHER with all of Grantor’s right, title and interest in and to all extensionsMortgagor does hereby convey, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyancewarrant, assignment or other act by Grantorassign, shall become subject transfer, pledge and deliver to Lender the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically following described herein. TO HAVE AND TO HOLD the Security Property unto Trustee, for the benefit and security of Beneficiary and the other Secured Parties, and their successors and assigns, forever, property subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement.herein:

GRANTING CLAUSES. All the estate, right, title and interest of Grantor in, to and under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A hereto (the “Land”); TOGETHER with all of Grantor’s right, title and interest in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings and improvements now or hereafter located on the Land (hereinafter collectively referred to as the “Improvements”) and all right, title and interest, if any, of Grantor in and to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all property, and all additions thereto and substitutions or replacements thereof now or hereinafter contained or attached to and used in connection with the Land and the Improvements to the extent the same constitutes real property or fixtures in the state in which the Land is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Mortgaged Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Mortgaged Property or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Mortgaged Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Mortgaged Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Mortgaged Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Mortgaged Property and all proceeds of the conversion, voluntary or involuntary, of the Security Mortgaged Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Mortgaged Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Mortgaged Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Mortgaged Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust Mortgage as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Security Mortgaged Property unto TrusteeMortgagee, for the benefit and security of Beneficiary Mortgagee and the other Secured Parties, and their successors and assigns, forever, subject to the terms and conditions of this Deed of Trust Mortgage for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement.

GRANTING CLAUSES. All For good and valuable consideration and to secure the estate, right, title payment of an indebtedness in the principal sum of ONE MILLION and interest 00/100 Dollars ($1,000,000.00) lawful money of Grantor inthe United States, to be paid according to those certain Mortgage Notes of even date herewith from Borrowers to Lender in said principal sum and underby this reference made a part hereof (said Mortgage Notes, as the same may hereafter be amended, modified, consolidated or derived fromextended, the plots"Mortgage Notes"), pieces together with all other obligations and liabilities due or to become due to Lender, all amounts, sums and expenses paid hereunder by or payable to Lender according to the terms hereof, and all other covenants, obligations and liabilities of Borrower under the Mortgage Notes, this Mortgage and the Assignment (hereinafter defined) (all of the foregoing instruments, collectively, the "Loan Documents"), and together with all interest on said indebtedness, obligations, liabilities, amounts, sums, Advances (as hereinafter defined) and expenses (all of the foregoing, collectively, the "Indebtedness"), Mortgagor has created a security interest in and mortgaged, warranted, granted, bargained, sold, conveyed, assigned, pledged, transferred and set over, and does by these presents create a security interest in and MORTGAGE, WARRANT, GRANT, BARGAIN, SELL, CONVEY, ASSIGN, PLEDGE, TRANSFER AND SET OVER unto Lender, its successors and assigns forever, WITH MORTGAGE COVENANTS the following property: The parcel or parcels of land more particularly described in Exhibit A Schedules A-1 through A-4 attached hereto and by this reference made a part hereof (the “"Land”"); TOGETHER with all of Grantor’s rightthe buildings, title and interest in and to the tenementsfoundations, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and interest in and to any and all buildings structures and improvements (including fixtures) now or hereafter located on or in the Land (hereinafter collectively referred to as collectively, the “"Improvements”) and "); TOGETHER with all right, title and interest, if any, of Grantor Mortgagor in and to the streets, streets and roads, sidewalks and alleys opened or proposed, abutting the Land, and all strips and gores within or adjoining the Land, the air space and right to use said the air space above the Land and any transferable development or similar rights appurtenant theretoLand, all rights of ingress and egress by motor vehicles to parking facilities on or within and from the Land, all easements easements, rights of way, reversions, remainders, estates, rights, titles, interests, privileges, servitudes, tenements, hereditaments, and appurtenances now or hereafter affecting the LandLand or the Improvements, all royalties and all rights and privileges appertaining to the use and enjoyment of the LandLand or the Improvements, including alleyall air, lateral support, streets, alleys, passages, vaults, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved mineral rights, development rights, all options to purchase or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all propertylease, and all additions thereto and substitutions other interests, estates or replacements thereof claims, in law or in equity, which Mortgagor now has or hereinafter contained hereafter may acquire in or attached with respect to and used in connection with the Land and or the Improvements to (collectively, the extent the same constitutes real property or fixtures in the state in which the Land is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”"Appurtenances"), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent the same constitutes real property or fixtures in the state in which the Land is located (the ; The Land, the Improvements and the Fixture Property Appurtenances are hereinafter sometimes collectively referred to as the “Security Property”"Premises"; TOGETHER with all equipment, fittings, furniture, furnishings, appliances, apparatus, and machinery in which Mortgagor now or hereafter has a possessory or title interest and now or hereafter installed in or located upon the Premises and all building materials, supplies and equipment now or hereafter delivered to the Premises and intended to be installed therein or located thereon; all fixtures, other goods and personal property of whatever kind and nature now contained on or in or hereafter placed on or in the Premises and used or to be used in connection with the letting or operation thereof, in which Mortgagor now has or hereafter may acquire a possessory or title interest (but specifically excluding inventory) and all renewals or replacements of any of the foregoing property or articles in substitution thereof (collectively, the "Equipment"); TOGETHER with all of Grantor’s right, title and interest of Mortgagor in and under all present or future accounts, escrows, documents, instruments, chattel paper, and general intangibles, as the foregoing terms are defined in the Code (hereinafter defined), and all contract rights, including, without limitation, casualty insurance policies and liability insurance policies (irrespective of whether such policies are required to be obtained or maintained in force pursuant to this Mortgage or other Loan Documents), trade names, trademarks, servicemarks, logos, copyrights, goodwill, franchises, books, records, plans, specifications, permits, licenses, approvals, actions and causes of action which now or hereafter relate to, are derived from or are used in connection with the Premises or the use, operation, maintenance, occupancy or enjoyment thereof or the conduct of any business or activities thereon (collectively, the "Intangibles"); TOGETHER with all right, title and interest of Mortgagor in and under all leases, subleaseslettings, lettings tenancies and licenses of the Security Property Premises or any part thereof now or hereafter entered into, into and all amendments, modificationsextensions, supplementsrenewals and guaranties thereof, additionsall security therefor, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”)moneys payable thereunder, including cash and securities deposited thereunder (as down payments, security deposits or otherwise)without limitation, the right to receive leases described on Schedules B-1 through B-4 attached hereto and collect by this reference made a part hereof (collectively, the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)"Leases"); TOGETHER with all rents, income, accounts, receivables, issues, profits, security deposits and other benefits to which Mortgagor may now or hereafter be entitled from the Premises, the Equipment or the Intangibles or under or in connection with the Leases (collectively, the "Property Income"); and TOGETHER with all proceeds, judgments, claims, compensation, awards of Grantor’s rightdamages and settlements pertaining to or resulting from or in lieu of any condemnation or taking of the Mortgaged Property by eminent domain (including any additional amounts received by Mortgagor under the Leases in the event of a taking by the City of New York or any of its agencies or instrumentalities, title or the Metropolitan Transportation Authority, or by the State of New York on behalf of the Metropolitan Transportation Authority) or any casualty loss or damage to the Mortgaged Property, the Leases or the Property Income, and interest in including also, the right to assert, prosecute and settle claims arising out of or pertaining to any and all unearned premiums, accrued, accruing such condemnation or to accrue taking or such casualty loss under insurance policies now (or hereafter obtained by Grantor any self-insurance maintained in lieu of such insurance policies) and relating to apply for and receive payments of proceeds under such insurance policies (and any payments in respect of any self-insurance maintained in lieu of such insurance policies) and in any condemnation or taking, the right to apply for and receive all refunds with respect to the Security Property payment of property taxes and assessments and all other proceeds of from the conversion, voluntary or involuntary, of the Security Mortgaged Property, the Leases or the Property Income, or any part thereof, into cash or liquidated claims. Collectively, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing foregoing, are herein referred to as the "Proceeds," and are subject to the provisions of this Mortgage including without limitation Sections 2.04 and 2.05 The Equipment, the Intangibles, the Leases, the Property Income and the Proceeds are hereinafter sometimes collectively referred to as the “Awards”); "Collateral." The Premises and TOGETHER with all of Grantor’s right, title and interest in and the Collateral are hereinafter sometimes collectively referred to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. "Mortgaged Property." TO HAVE AND TO HOLD the Security Mortgaged Property, whether now or hereafter existing, together with all the rights, privileges and appurtenances to the same belonging, and with the possession and right of possession thereof, unto Lender and its successors and assigns forever, upon the terms, provisions and conditions hereinafter set forth, and each Mortgagor does hereby bind itself and its successors, legal assigns, representatives, and to warrant and forever defend all and singular the Mortgaged Property unto Trustee, for the benefit Lender and security of Beneficiary and the other Secured Parties, and their its successors and assigns, forever, subject against every person whomsoever lawfully claiming or to claim the terms and conditions of this Deed of Trust for the ratable benefit same or any part thereof. For purposes of the Secured PartiesMORTGAGE, subject WARRANT, GRANT, BARGAIN, SELL, CONVEY, ASSIGN, PLEDGE, TRANSFER AND SET OVER made to Lender herein, 000xx Xxxxxx is the terms owner and mortgagor of the Intercreditor AgreementMortgaged Property located on the Land described in Schedule A-1 attached hereto, Rockaway Beach is the owner and mortgagor of the Mortgaged Property located on the Land described in Schedule A-2 attached hereto, 00xx Xxxxxx is the owner and mortgagor of the Mortgaged Property located on the Land described in Schedule A-3 attached hereto, and Xxx Xxxxxx is the owner and mortgagor of the Mortgaged Property located on the Land described in Schedule A-4 attached hereto.

GRANTING CLAUSES. All ALL of the estate, right, title and interest of the Grantor inin and to all of those certain lot(s), to and under, piece(s) or derived from, the plots, pieces and parcels parcel(s) of land more particularly described in Exhibit A on Schedule "A" attached hereto and made a part hereof for all purposes, and all tenements, hereditaments, servitudes, appurtenances, rights, privileges, and immunities belonging or appertaining thereto (the “foregoing is collectively referred to as the "Land”"); and TOGETHER with WITH, all of Grantor’s the estate, right, title and interest of the Grantor, as lessor, both at law and in equity, under each lease identified on Schedule B attached hereto, as the same may be hereafter amended, modified, restated, extended, supplemented, renewed or consolidated, and all other leases which may now or hereafter be entered into in respect of the Mortgaged Property, as the same may be hereafter amended, modified, restated, extended, supplemented, renewed or consolidated and all subleases, licenses, occupancy agreements or concessions whereby any Person has agreed to pay money or any consideration to the Grantor for the use, possession or occupancy of the Mortgaged Property or any part thereof, and all rents, income, profits, benefits, avails, advantages and claims against guarantors under any thereof (each of the foregoing is referred to as a "Lease" and collectively are referred to as the "Leases") and all rights in and to any deposits of cash, securities or other property which may be held at any time and from time to time by Grantor as the tenementslessor under the Leases to secure the performance of the covenants, hereditamentsconditions and agreements to be performed by any lessee thereunder; TOGETHER WITH, appurtenances all of the estate, right, title and interest of the Grantor, as lessee, both at law and in equity, under each lease identified on Schedule B attached hereto, as the same may be hereafter amended, modified, restated, extended, supplemented, renewed or consolidated, and all other leases which may now or hereafter be entered into by Grantor as lessee in respect of the estates Mortgaged Property, as the same may be hereafter amended, modified, restated, extended, supplemented, renewed or consolidated (each of the foregoing is referred to as a "Ground Lease" and collectively are referred to as the "Ground Leases") and all rights in and to any deposits of cash, securities or other property which may be held at any time and from time to time by any lessor under a Ground Lease to secure the performance of the covenants, conditions and agreements to be performed by Grantor as lessee thereunder and any option or right of first refusal to purchase the fee simple title to the Land, or any greater interest therein that Grantor now owns; and TOGETHER WITH, all right, title and interest of Grantor in and to all structures, buildings, facilities and other improvements thereto or thereon situate heretofore or hereafter erected or placed on the Land; TOGETHER with all of Grantor’s right, title and interest in and to any all building materials, equipment and all buildings fixtures of every kind and improvements nature now or hereafter located on the Land (hereinafter the foregoing is collectively referred to as the “"Improvements”"); and TOGETHER WITH, all right, title and interest of Grantor in and to all tenements, hereditaments, rights, rights-of-way, easements, privileges, liberties, riparian rights and appurtenances thereunto belonging, or in any way appertaining to the Real Property (as such term is defined herein) (including, without limitation, all rights relating to storm and sanitary sewer, water, gas, electric, railway and telephone services); all right, title and interest, if any, of the Grantor in and to all gas, oil, minerals, coal and other substances of any kind or character underlying such Real Property; all estate, claim, demand, right, title or interest, if any, of the streetsGrantor in and to any street, roadsroad, sidewalks highway, or alley (vacated or otherwise) adjoining said Real Property or any part thereof (the foregoing is collectively referred to as the "Appurtenances"); and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant theretoTOGETHER WITH, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest of Grantor in and to all machinery, equipment, fixtures, furniture, fittings, inventory, appliances, tools, accessories, building or construction materials and other property of every kind whatsoever owned by Grantor (and, with respect to a lease of any of the foregoing, to the extent of Grantor's rights as a lessee thereunder), or in which Grantor has any right, title or interest, now or hereafter attached to, or located in or upon, or used in connection with, the Real Property, together with any and all additions thereto, substitutions therefor, and repairs, replacements, improvements, and restorations thereof (including, without limitation, all elevators, escalators, utility installations, plumbing, boilers, heating, lighting, ventilation, air conditioning equipment, roof tanks, motors, steam piping, sprinkler systems, cleaning equipment, spare parts of any kind whatsoever, and other installations and fixtures of every kind whatsoever), and all cash and non-cash proceeds thereof, all of which shall be deemed to be and remain and form a part of the realty (to the maximum extent permitted by law) and are covered by the lien of this Mortgage (the foregoing is collectively referred to as the "Equipment"); and TOGETHER WITH, all right, title and interest of Grantor in and to all contracts, agreements, options, rights of first refusal or rights of first offer and other agreements, understandings or arrangements relating to the ownership, construction, maintenance, repair, operation, occupancy, sale or financing of the Real Property or any part thereof, and all income, profits, benefits, avails, advantages and claims against guarantors under any of them (the foregoing is collectively referred to as the "Contracts"); and TOGETHER WITH, all right, title and interest of Grantor in and to all licenses, permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Real Property or any part thereof, (all of the foregoing is collectively referred to as the "Permits"); and TOGETHER WITH, all right, title and interest of Grantor in and to all drawings, plans, specifications and similar or related items relating to the Real Property (the foregoing is collectively referred to as the "Plans"); and TOGETHER WITH, all right, title and interest of Grantor in and to any and all propertyawards, damages, payment and other compensation, and any and all additions thereto claims therefor and substitutions rights thereto, which may result from taking or replacements thereof now injury by virtue of the exercise of the power of eminent domain, or hereinafter contained any damage, injury or attached to and used destruction in connection with the Land and the Improvements any manner caused to the extent Real Property or the same constitutes real property improvements thereon, or fixtures in any part thereof (the state in which the Land foregoing is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”"Condemnation Awards"); and TOGETHER WITH, including all removable window right, title and floor coverings, furniture interest of Grantor in and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, to the extent insurance policies required to be maintained by the same constitutes real property Grantor pursuant to the Credit Agreement or fixtures in this Mortgage ( the state in which the Land foregoing is located (the Land, the Improvements and the Fixture Property are hereinafter collectively referred to as the “Security Property”); TOGETHER with all of Grantor’s right, title "Insurance Policies") and interest in and to any and all leasesproceeds of insurance policies of every kind whatsoever, subleasesincluding title insurance (and all unearned premiums thereon), lettings and licenses of the Security Property or any part thereof now or hereafter entered intopayable by reason of any damage or destruction to the Real Property, whether payable under the Insurance Policies or otherwise, and all amendments, modifications, supplements, additions, extensions and renewals thereof interest thereon (all of the foregoing are hereinafter is collectively referred to as the “Leases”), including cash "Insurance Policies and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claimsProceeds"); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Security Property unto Trustee, for the benefit and security of Beneficiary and the other Secured Parties, and their successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement.and

GRANTING CLAUSES. All The Lessor hereby grants, conveys, assigns, transfers, mortgages and pledges to the estateIndenture Trustee, to the extent that it constitutes real property, and, to the extent that it does not constitute real property grants, conveys, assigns, transfers, mortgages, pledges to and creates a security interest in favor of the Indenture Trustee in, the following described property, rights and privileges, whether now owned or held or hereafter acquired (herein called the "Indenture Estate"), to wit, all right, title and interest of Grantor inthe Lessor, to now existing or hereafter arising, in and under, or derived from, the plots, pieces and parcels of land more particularly described in Exhibit A hereto (the “Land”); TOGETHER with all of Grantor’s to: Granting Clause First --------------------- The entire right, title and interest of the Lessor in and to the land described in Schedule A attached hereto (the "Site"), together with (a) all right, title and interest of Lessor in and to all buildings, structures and other improvements, now standing or at any time hereafter constructed or placed upon the Site, including, without limitation, all right, title and interest of Lessor in and to all fixtures of every kind and nature on the Site or in any such building, structure or other improvements (said buildings, structures, other improvements and fixtures being herein collectively called the "Improvements"), (b) all right, title and interest of Lessor in and to all and singular the tenements, hereditaments, appurtenances and all the estates and easements, rights of Grantor way, rights, privileges and appurtenances in and to the Land; TOGETHER with Site, belonging or in any way appertaining thereto, including, without limitation, all of Grantor’s right, title and interest of Lessor in, to and under any streets, ways, alleys, vaults, gores or strips of land adjoining the Site, (c) all claims or demands of Lessor in and to any and all buildings and improvements now law or hereafter located on the Land (hereinafter collectively referred to as the “Improvements”) and all rightin equity, title and interestin possession or expectancy of, if any, of Grantor in and to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oil, gas and other minerals and any other rights previously reserved or conveyed of record); TOGETHER with all of Grantor’s right, title and interest in and to any and all property, and all additions thereto and substitutions or replacements thereof now or hereinafter contained or attached to and used in connection with the Land Site and the Improvements and (d) all rents, income, revenues, issues, awards, proceeds and profits from and in respect of the property described in this Granting Clause First which are, subject to the extent provisions of Granting Clause Second, hereby specifically assigned, transferred and set over to Indenture Trustee, it being the same constitutes real property or fixtures in the state in which the Land is located (all intention of the foregoingparties hereto that, including so far as may be permitted by law, all property of the items hereinafter enumeratedcharacter hereinabove described which is now owned or held or is hereafter acquired by Lessor and is affixed, are herein collectively referred to as the “Fixture Property”), including all removable window attached and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings and fixtures, annexed to the extent Site shall be and remain or become and constitute a portion of the same constitutes real property or fixtures in Indenture Estate and the state in which security covered by and subject to the Land is located (Lien of the Land, Mortgage. The Site together with the Improvements and the Fixture Property other property described in this Granting Clause First relating thereto are hereinafter herein collectively referred to as called the “Security "Property”); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of the Security Property or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”), including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”) and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Obligations; TOGETHER with all of Grantor’s right, title and interest in and to any and all rights, dividends and/or claims of any kind whatsoever relating to the Security Property (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may be necessary to preserve, protect or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any Lease; TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Property or any portion thereof or the ownership, development, construction, use, operation, occupancy, lease, sale or financing of the Security Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business), including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject to Section 8.15(a)); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property and all proceeds of the conversion, voluntary or involuntary, of the Security Property into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”); and TOGETHER with all of Grantor’s right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Grantor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein. TO HAVE AND TO HOLD the Security Property unto Trustee, for the benefit and security of Beneficiary and the other Secured Parties, and their successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement".

GRANTING CLAUSES. All the estate, right, title and interest of Grantor in, to and under, or derived from, its interest in the plots, pieces and parcels of land more particularly described in Exhibit A hereto (the “Land”"LAND"); TOGETHER with all of Grantor’s right, title and interest the interests in and to the tenements, hereditaments, appurtenances and all the estates and rights of Grantor in and to the Land; TOGETHER with all of Grantor’s right, title and its interest in and to any and all the buildings and improvements now or hereafter located on the Land (hereinafter collectively referred to as the “Improvements”"IMPROVEMENTS") and all of its right, title and interest, if any, of Grantor in and to the streets, roads, sidewalks and alleys abutting the Land, and strips and gores within or adjoining the Land, the air space and right to use said air space above the Land and any transferable development or similar rights appurtenant thereto, all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, all easements now or hereafter affecting the Land, royalties and all rights appertaining to the use and enjoyment of the Land, including alley, drainage, mineral, water, oil and gas rights (less and except any oilrights; TOGETHER with all furniture, gas fixtures, equipment and other minerals tangible property, and any other rights previously reserved all appurtenances and additions thereto and substitutions or conveyed of recordreplacements thereof owned by Grantor and now or hereafter attached to the Premises (as hereinafter defined) (hereinafter collectively referred to as the "FIXTURES"); TOGETHER with all of Grantor’s rightproperty, title tangible and interest in and to any and all propertyintangible, and all additions thereto and substitutions or replacements thereof owned by Grantor and now or hereinafter contained in, or attached to and used in connection with the Land and the Improvements Premises or placed on or in any part thereof though not attached thereto, to the extent the same constitutes real property or fixtures in the state in which the Land Trust Property is located (all of the foregoing, including the items hereinafter enumerated, are herein collectively referred to as the “Fixture Property”"EQUIPMENT"), including all removable window and floor coverings, furniture and furnishings, heating, lighting, plumbing, ventilating, air conditioning, refrigerating, incinerating and elevator plants, cooking facilities, vacuum cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery, pipes, appliances, equipment, fittings fittings, fixtures and fixtures, articles of personal property now or hereafter attached to or used in or about the premises which are or may be used in or related to the extent the same constitutes real property planning, development, financing, or fixtures in the state in which the Land is located operation thereof (the Land, together with the Improvements and the Fixture Property Equipment, are hereinafter collectively referred to as the “Security Property”"PREMISES"); TOGETHER with all of Grantor’s right, title and interest in and to any and all leases, subleases, lettings and licenses of of, and all other contracts, bonds and agreements affecting the Security Property Premises or any part thereof now or hereafter entered into, and all amendments, modifications, supplements, additions, extensions and renewals thereof (all of the foregoing are hereinafter collectively referred to as the “Leases”"LEASES"), and all right, title and interest of Grantor thereunder, including cash and securities deposited thereunder (as down payments, security deposits or otherwise), the right to receive and collect the rents, security deposits, income, fees, proceeds, earnings, royalties, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions and options thereof or thereunder (all of the foregoing are hereinafter collectively referred to as the “Rents”"RENTS") and the right during the continuance of an Event of Default to apply the same to the payment and performance of the Note Secured Obligations; TOGETHER with all of Grantor’s rightrights (including, title without limitation, trade marks, trade names and interest in and to any and all rightssymbols), dividends and/or claims of any kind whatsoever relating to arising from or used in connection with the Security Property Premises (including damage, secured, unsecured, lien, priority and administration claims); together with the right to take any action or file any papers or process in any court of competent jurisdiction, which may in the opinion of Secured Party be necessary to preserve, protect protect, or enforce such rights or claims, including the filing of any proof of claim in any insolvency proceeding under any state, federal Federal or other laws and any rights, claims or awards accruing to or to be paid to Grantor in its capacity as landlord under any LeaseLease (all of the foregoing hereinafter collectively referred to as "RIGHTS AND CLAIMS"); TOGETHER with all of Grantor’s right, title and interest in and to any and all other agreements, rights, written materials and intangible personal property (whether now or in the future existing) arising in connection with, derived from or otherwise relating to the Security Trust Property or any portion thereof or the ownership, development, construction, use, management, operation, occupancy, lease, sale or financing of the Security Trust Property or any portion thereof (excluding the extent to which same relate to the conduct of Grantor’s business)thereof, including: (i) permits, approvals, consents and other authorizations; (ii) improvement plans and specifications and architectural drawings; (iii) agreements with contractors, subcontractors and suppliers; (iv) warranties and guaranties; guaranties and (v) escrow proceeds, reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings and leases (in each case subject all of the foregoing hereinafter collectively referred to Section 8.15(a)as "AGREEMENTS AND INTANGIBLES"); TOGETHER with all of Grantor’s right, title and interest in and to any and all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Grantor and relating to the Security Property Premises and all proceeds of the conversion, voluntary or involuntary, of the Security Property Premises into cash or liquidated claims, including proceeds of hazard and title insurance and all awards and compensation heretofore and hereafter made to the present and all subsequent owners of the Security Property Premises by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, of all or any part of the Security Property Premises or any easement therein, including awards for any change of grade of streets (all of the foregoing are hereinafter collectively referred to as the “Awards”collectively, "AWARDS"); and TOGETHER with all of Grantor’s right, title and interest of Grantor in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, any of the foregoing hereafter acquired by, or released to, Grantor or constructed, assembled or placed by Grantor on the Security Property Premises and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assemblage, placement or conversion, as the case may be, and in each such case, without any further mortgagedeed of trust, conveyance, assignment or other act by Grantor, all of which shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and specifically described herein, GRANTOR HEREBY GRANTS TO TRUSTEE, AS TRUSTEE FOR THE BENEFIT OF THE SECURED PARTY, ITS SUCCESSOR AND/OR ASSIGNS, a security interest in all fixtures, rights in action and personal property described herein. This Deed of Trust is a self-operative security agreement with respect to such property, even though Grantor agrees to execute and deliver on demand such other security agreements, financing statements and other instruments as Secured Party may request in order to perfect its security interest or to impose the lien hereof more specifically upon any of such property. Without the necessity of any further act of Grantor or Trustee or Secured Party, the lien of and security interest created by this Deed of Trust automatically will extend to and include (i) any and all renewals, replacements, substitutions, accessions, proceeds, products, additions or after-acquired property for or to the Trust Property, and (ii) any and all monies, proceeds and other property that from time to time, either by delivery to Grantor or by any instrument (including this Deed of Trust), may be subjected to such lien and security interest by Grantor or by anyone on behalf of Grantor, or with the consent of Grantor, or which otherwise may come into the possession or otherwise be subjected to the control of Trustee or Secured Party or Grantor pursuant to this Deed of Trust or any associated financing agreement. The Property and all of the foregoing items are collectively referred to as either the "Property" or the "Trust Property". TO HAVE AND TO HOLD the Security Trust Property unto Trustee, for the benefit Secured Party and security of Beneficiary and the other Secured Parties, and their its successors and assigns, forever, subject to the terms and conditions of this Deed of Trust for the ratable benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement.