"GROUND LEASE" ), AND THE LEASEHOLD ESTATE CREATED THEREBY IN
THE REAL PROPERTY OR AIR RIGHTS LEASED THEREBY, BEING MORE PARTICULARLY
DESCRIBED IN EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF (THE "LEASEHOLD
LAND", AND TOGETHER WITH THE FEE LAND, COLLECTIVELY, THE "LAND"), TOGETHER WITH
ALL BUILDINGS, STRUCTURES, FIXTURES, ADDITIONS, ENLARGEMENTS, EXTENSIONS,
MODIFICATIONS, REPAIRS AND REPLACEMENTS NOW OR HEREAFTER ERECTED ON THE
LEASEHOLD LAND AND TOGETHER WITH ALL APPURTENANCES INCLUDING, BUT NOT LIMITED TO
(I) EXTENSION, RENEWAL, MODIFICATION AND OPTION RIGHTS AND ALL OF THE ESTATE AND
RIGHT OF MORTGAGOR OF, IN, AND TO THE LEASEHOLD LAND UNDER AND BY VIRTUE OF THE
GROUND LEASE, (II) ALL CREDITS TO AND DEPOSITS OF MORTGAGOR UNDER THE GROUND
LEASE AND ALL OTHER OPTIONS, PRIVILEGES AND RIGHTS GRANTED AND DEMISED TO
MORTGAGOR UNDER THE GROUND LEASE AND (III) ALL THE RIGHT OR PRIVILEGE OF
MORTGAGOR TO TERMINATE, CANCEL, SURRENDER OR MERGE THE GROUND LEASE;
(C)
ADDITIONAL LAND.
ALL ADDITIONAL LANDS, ESTATES AND
DEVELOPMENT RIGHTS HEREAFTER ACQUIRED BY MORTGAGOR FOR USE IN CONNECTION WITH
THE LAND AND THE DEVELOPMENT OF THE LAND AND ALL ADDITIONAL LANDS AND ESTATES
THEREIN WHICH MAY, FROM TIME TO TIME, BY SUPPLEMENTAL MORTGAGE OR OTHERWISE BE
EXPRESSLY MADE SUBJECT TO THE LIEN OF THIS MORTGAGE;
2
(D)
IMPROVEMENTS.
THE BUILDINGS, STRUCTURES, FIXTURES,
ADDITIONS, ENLARGEMENTS, EXTENSIONS, MODIFICATIONS, REPAIRS, REPLACEMENTS AND
IMPROVEMENTS NOW OR HEREAFTER ERECTED OR LOCATED ON THE LAND (COLLECTIVELY, THE
"IMPROVEMENTS");
(E)
EASEMENTS.
ALL EASEMENTS, RIGHTS-OF-WAY OR USE,
RIGHTS, STRIPS AND GORES OF LAND, STREETS, WAYS, ALLEYS, PASSAGES, SEWER RIGHTS,
WATER, WATER COURSES, WATER RIGHTS AND POWERS, AIR RIGHTS AND DEVELOPMENT
RIGHTS, ALL MINERALS, OIL, GAS AND OTHER HYDROCARBON SUBSTANCES, AND ALL
ESTATES, RIGHTS, TITLES, INTERESTS, PRIVILEGES, LIBERTIES, SERVITUDES,
TENEMENTS, HEREDITAMENTS AND APPURTENANCES OF ANY NATURE WHATSOEVER, IN ANY WAY
NOW OR HEREAFTER BELONGING, RELATING OR PERTAINING TO THE LAND AND THE
IMPROVEMENTS AND THE REVERSIONS AND REMAINDERS, AND ALL LAND LYING IN THE BED OF
ANY STREET, ROAD OR AVENUE, OPENED OR PROPOSED, IN FRONT OF OR ADJOINING THE
LAND, TO THE CENTER LINE THEREOF AND ALL THE ESTATES, RIGHTS, TITLES, INTERESTS,
RIGHTS OF DOWER, RIGHTS OF CURTESY, PROPERTY, POSSESSION, CLAIM AND DEMAND
WHATSOEVER, BOTH AT LAW AND IN EQUITY, OF MORTGAGOR OF, IN AND TO THE LAND AND
THE IMPROVEMENTS AND EVERY PART AND PARCEL THEREOF, WITH THE APPURTENANCES
THERETO;
(F)
EQUIPMENT.
ALL "EQUIPMENT," AS SUCH TERM IS
DEFINED IN ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE (AS HEREINAFTER DEFINED),
NOW OWNED OR HEREAFTER ACQUIRED BY MORTGAGOR, WHICH IS USED AT OR IN CONNECTION
WITH THE IMPROVEMENTS OR THE LAND OR IS LOCATED THEREON OR THEREIN (INCLUDING,
BUT NOT LIMITED TO, ALL MACHINERY, EQUIPMENT, FURNISHINGS, AND ELECTRONIC
DATA-PROCESSING AND OTHER OFFICE EQUIPMENT NOW OWNED OR HEREAFTER ACQUIRED BY
MORTGAGOR AND ANY AND ALL ADDITIONS, SUBSTITUTIONS AND REPLACEMENTS OF ANY OF
THE FOREGOING), TOGETHER WITH ALL ATTACHMENTS, COMPONENTS, PARTS, EQUIPMENT AND
ACCESSORIES INSTALLED THEREON OR AFFIXED THERETO (COLLECTIVELY, THE
"EQUIPMENT").
NOTWITHSTANDING THE FOREGOING, THE EQUIPMENT SHALL NOT INCLUDE
ANY PROPERTY BELONGING TO TENANTS UNDER LEASES