RIGHTS OF FIRST REFUSAL, IF ANY, AND THE RIGHT, IF ANY, TO
RENEW OR EXTEND THE GROUND LEASE FOR A SUCCEEDING TERM OR TERMS, AND ALSO
INCLUDING ALL THE RIGHT, TITLE, CLAIM OR DEMAND WHATSOEVER OF BORROWER EITHER IN
LAW OR IN EQUITY, IN POSSESSION OR EXPECTANCY, OF, IN AND TO LENDER'S RIGHT, AS
TENANT UNDER THE GROUND LEASE, TO ELECT UNDER SECTION 365(H)(1) OF THE
BANKRUPTCY CODE TO TERMINATE OR TREAT THE GROUND LEASE AS TERMINATED IN THE
EVENT (I) OF THE BANKRUPTCY, REORGANIZATION OR INSOLVENCY OF THE LANDLORD UNDER
THE GROUND LEASE
2
(THE "GROUND LESSOR"), AND (II) THE REJECTION OF THE GROUND LEASE BY GROUND
LESSOR, AS DEBTOR IN POSSESSION, OR BY A TRUSTEE FOR GROUND LESSOR, PURSUANT TO
SECTION 365 OF THE BANKRUPTCY CODE;
(E)
DEVELOPMENT AGREEMENT.
THAT CERTAIN DEVELOPMENT AGREEMENT DATED
NOVEMBER 10, 1982 AND RECORDED WITH THE RECORDER'S OFFICE AT DEED BOOK 8287,
PAGE 1, AS AMENDED BY FIRST AMENDMENT TO DEVELOPMENT AGREEMENT DATED SEPTEMBER
30, 1983 AND UNRECORDED, AS FURTHER AMENDED BY FOURTH AMENDMENT TO LEASE FOR
JOHNSTOWN SOUTH SITE AND SECOND AMENDMENT TO DEVELOPMENT AGREEMENT DATED AUGUST
1, 1986 AND RECORDED WITH THE RECORDER'S OFFICE AT DEED BOOK 10277, PAGE 168, AS
ASSIGNED TO BORROWER BY THAT CERTAIN ASSIGNMENT AND ASSUMPTION OF GROUND LEASE
AND DEVELOPMENT AGREEMENT, DATED AS OF THE DATE HEREOF (AS SET FORTH BELOW AND
AS THE SAME MAY BE FURTHER AMENDED, SUPPLEMENTED, REPLACED, RESTATED AND/OR
OTHERWISE MODIFIED FROM TIME TO TIME, COLLECTIVELY, THE "DEVELOPMENT
AGREEMENT");
(F)
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");
(G)
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, 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, INCLUDING, BUT NOT LIMITED TO, THOSE ARISING UNDER AND BY VIRTUE
OF THE GROUND LEASE, 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 BORROWER OF, IN AND
TO THE LAND AND THE IMPROVEMENTS, INCLUDING, BUT NOT LIMITED TO, THOSE ARISING
UNDER AND BY VIRTUE OF THE GROUND LEASE, AND EVERY PART AND PARCEL THEREOF, WITH
THE APPURTENANCES THERETO;
(H)
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 BORROWER, 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,