documents, agreements and
certificates executed and/or delivered in connection with the Loan (as the same
may be amended, restated, replaced, supplemented or otherwise modified from time
to time, collectively, the "Loan Documents"); and
WHEREAS, this Security Instrument is given pursuant to the Loan Agreement, and
payment, fulfillment, and performance of the obligations due thereunder and
under the other Loan Documents are secured hereby in accordance with the terms
hereof.
NOW, THEREFORE, in consideration of the foregoing recitals, which are
incorporated into the operative provisions of this Security Instrument by this
reference, and for other good and valuable consideration, the receipt and
adequacy of which are hereby conclusively acknowledged, Borrower and Mortgagee
hereby agree as follows:
A.
Defined Terms.
Capitalized terms used herein without definition shall
have the meanings ascribed to such terms in the Loan Agreement.
B.
Consolidation.
The Prior Mortgages and the liens thereof are hereby
consolidated to form this Security Instrument and a single lien over the
Property and the Improvements (as hereinafter defined), which Property includes
all of the right, title, interest and estate of the Borrower, now owned, or
hereafter acquired therein.
C.
Amendment and Restatement.
The Prior Mortgages as hereby consolidated
are completely amended and restated in their entirety by this Security
Instrument.
ARTICLE I - GRANTS OF SECURITY
SECTION 1.1
PROPERTY MORTGAGED.
BORROWER DOES HEREBY IRREVOCABLY
MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER, CONVEY AND
GRANT A SECURITY INTEREST TO MORTGAGEE AND ITS SUCCESSORS AND ASSIGNS IN AND TO
ALL OF BORROWER'S ESTATE, RIGHT, TITLE AND INTEREST IN AND TO THE FOLLOWING
PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OWNED, OR HEREAFTER ACQUIRED BY
BORROWER (COLLECTIVELY, THE "PROPERTY"):
(A)
LAND.
THE REAL PROPERTY DESCRIBED IN EXHIBIT A
ATTACHED
HERETO AND MADE A PART HEREOF (COLLECTIVELY, THE "FEE LAND");
(B)
ADDITIONAL LAND.
ALL ADDITIONAL LANDS, ESTATES AND
DEVELOPMENT RIGHTS HEREAFTER ACQUIRED BY BORROWER WHICH MAY, FROM TIME TO TIME,
BY SUPPLEMENTAL MORTGAGE OR OTHERWISE BE EXPRESSLY MADE SUBJECT TO THE LIEN OF
THIS SECURITY INSTRUMENT;
(C)
GROUND LEASE.
ALL OF BORROWER'S ESTATE, RIGHT, TITLE AND
INTEREST IN, TO AND UNDER THAT CERTAIN INDENTURE BETWEEN THE CITY OF NEW YORK, A
MUNICIPAL CORPORATION EXISTING UNDER THE LAWS OF THE STATE OF NEW YORK, AND U &
F REALTY CORP., DATED AS OF NOVEMBER 29, 1967, AS AMENDED BY AN AMENDMENT OF
INDENTURE DATED SEPTEMBER 19, 1969, AND ASSIGNED BY U & F REALTY CORP. TO KINGS
PLAZA SHOPPING CENTER OF FLATBUSH AVENUE, INC. AND KINGS PLAZA SHOPPING CENTER
OF AVENUE U, INC. PURSUANT TO AN ASSIGNMENT AND ASSUMPTION AGREEMENT DATED
JANUARY 27, 1970, AS FURTHER AMENDED BY AGREEMENT DATED MAY 25, 1976, AND AS
FURTHER ASSIGNED BY KINGS PLAZA SHOPPING CENTER OF AVENUE U, INC. (AS SUCCESSOR
BY MERGER TO KINGS PLAZA SHOPPING CENTER OF FLATBUSH AVENUE, INC.) TO
ALEXANDER'S DEPARTMENT STORES OF BROOKLYN, INC., PURSUANT TO AN ASSIGNMENT AND
ASSUMPTION OF CITY LEASE, DATED AS OF JUNE 18, 1998, AND AS FURTHER ASSIGNED BY
ALEXANDER'S DEPARTMENT STORES OF BROOKLYN, INC. TO ALEXANDER'S OF KINGS,