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200212049
<br />Indebtedness (the "Security Documents ") and any amendments, supplements,
<br />extensions, renewals, restatements, replacements or modifications of any of the
<br />foregoing (the Notes, the Note Purchase Agreement, the Security Documents and
<br />all other documents and instruments from time to time evidencing, securing or
<br />guaranteeing the payment of the Indebtedness or the performance of the
<br />Obligations, as any of the same may be amended, supplemented, extended,
<br />renewed, restated, replaced or modified from time to time, are collectively
<br />referred to as the "Loan Documents ")
<br />GRANTOR HEREBY CONVEYS TO TRUSTEE AND HEREBY GRANTS, ASSIGNS,
<br />TRANSFERS AND SETS OVER TO TRUSTEE, IN TRUST WITH POWER OF SALE FOR
<br />THE USE AND BENEFIT OF BENEFICIARY, AND GRANTS BENEFICIARY AND
<br />TRUSTEE A SECURITY INTEREST IN:
<br />(A) the Owned Land and all Improvements thereon;
<br />(B) the easement interest(s) and leasehold estate(s) created under and by virtue
<br />of the Mortgaged Lease, any interest in any fee, greater or lesser title to the Real Estate that
<br />Grantor may own or hereafter acquire (whether acquired pursuant to a right or option contained
<br />in the Mortgaged Lease or otherwise) and all credits, deposits, options, privileges and rights of
<br />Grantor under the Mortgaged Lease (including all rights of use, occupancy and enjoyment) and
<br />under any amendments, supplements, extensions, renewals, restatements, replacements and
<br />modifications thereof (including, without limitation, (i) the right to give consents, (ii) the right to
<br />receive moneys payable to Grantor, (iii) the right, if any, to renew or extend the Mortgaged
<br />Lease for a succeeding term or terns, (iv) the right, if any, to purchase the Real Estate and (v)
<br />the right to terminate or modify the Mortgaged Lease); all of Grantor's claims and rights to the
<br />payment of damages arising under the Bankruptcy Code (as determined below) from any
<br />rejection of the Mortgaged Lease by the lessor thereunder or any other party;
<br />(C) all right, title and interest Grantor now has or may hereafter acquire in and
<br />to the Improvements or any part thereof (whether owned in fee by Grantor or held pursuant to
<br />the Mortgaged Lease or otherwise) and all the estate, right, title, claim or demand whatsoever of
<br />Grantor, in possession or expectancy, in and to the Real Estate or any part thereof;
<br />(D) all right, title and interest of Grantor in, to and under all easements, rights
<br />of way, gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water
<br />and riparian rights, development rights, air rights, mineral rights and all estates, rights, titles,
<br />interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or
<br />appertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue
<br />thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the
<br />Real Estate to the center line thereof,
<br />(E) all right, title and interest of Grantor in and to all of the fixtures, chattels,
<br />business machines, machinery, apparatus, furnaces, pumps, motors, handlers, conveyor belts,
<br />heating coils, equipment, furnishings, fittings and articles of personal property of every kind and
<br />nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements
<br />03P]5- 0313.01038 NY012224898 a
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