Common use of Encumbered Property Clause in Contracts

Encumbered Property. Borrower irrevocably grants, bargains, sells, transfers, conveys and assigns to Trustee, the following property, rights, interests and estates now or in the future owned or held by Xxxxxxxx (the “Property”) for the uses and purposes set forth in this Deed of Trust (capitalized terms used in this Section 2.1 and not defined in this Deed of Trust have the meanings ascribed to them in the Uniform Commercial Code): (i) the Land; (ii) all buildings and improvements located on the Land (the “Improvements”); (iii) all right, title and interest Borrower has in and to all easements; rights of way or use, including any rights of ingress and egress; streets, roads, ways, sidewalks, alleys and passages; strips and gores; sewer rights; water, water rights, water courses, riparian rights and drainage rights; air rights and development rights; oil and mineral rights; and tenements, hereditaments and appurtenances, in each instance adjoining or otherwise appurtenant to or benefiting the Land or the Improvements; (iv) all right, title and interest Xxxxxxxx has in and to all General Intangibles (including Software) and Goods, related to, attached to, contained in or used in connection with the Land or the Improvements (excluding personal property owned by tenants); (v) the interest of Xxxxxxxx, to the extent related to the Land, in all agreements, ground leases, grants of easements or rights-of-way, permits, declarations of covenants, conditions and restrictions, disposition and development agreements, planned unit development agreements, cooperative, condominium or similar ownership or conversion plans, management, leasing, brokerage or parking agreements or other material documents affecting Borrower or the Property, including the documents described on Exhibit D but expressly excluding the Leases (the “Property Documents”); (vi) all Inventory held for sale, lease or resale or furnished or to be furnished under contracts of service, or used or consumed in the ownership, use or operation of the Property, and all Documents of title evidencing any part of any of the foregoing; (vii) all Accounts, Documents, Goods, Instruments, money, Deposit Accounts, Chattel Paper, Letter-of-Credit Rights, Investment Property, General Intangibles and Supporting Obligations relating to the Property, including all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments together with interest thereon, if any (the “Accumulations”), and all deposits for reserves held from time to time by Xxxxxx’s pledge agent in accordance with the Reserve and Security Agreements described in the Section entitled “Reserves” and all accounts established to maintain the deposits together with investments thereof and interest thereon; (viii) all awards and other compensation paid after the date of this Deed of Trust for any Condemnation (the “Condemnation Awards”); (ix) all proceeds of and all unearned premiums on the Policies (the “Insurance Proceeds”); (x) all right, title and interest of Borrower in all licenses, certificates of occupancy, contracts, management agreements, operating agreements, operating covenants, franchise agreements, permits and variances relating to the Property; (xi) all books, records and other information, wherever located, which are in Borrower’s possession, custody or control or to which Borrower is entitled at law or in equity and which are related to the Property, including all computer hardware and software or other equipment used to record, store, manage, manipulate or access the information; and (xii) all after-acquired title to or remainder or reversion in any of the Property; all proceeds (excluding, however, sales or other dispositions of Inventory in the ordinary course of the business of operating the Land or the Improvements), replacements, substitutions, products, accessions and increases, all additions, accessions and extensions to, improvements of and substitutions or replacements for any of the Property described in this Section; and all additional lands, estates, interests, rights or other property acquired by Borrower after the date of this Deed of Trust for use in connection with the Land or the Improvements, all without the need for any additional mortgage, assignment, pledge or conveyance to Lender but Xxxxxxxx will execute and deliver to Lender, upon Xxxxxx’s request, any documents reasonably requested by Xxxxxx to further evidence the foregoing.

Encumbered Property. Borrower Grantor irrevocably grants, bargainsmortgages, sellswarrants, transfersconveys, conveys assigns and assigns pledges to TrusteeTrustees, in trust, WITH POWER OF SALE and the right of entry and possession, and grants to Trustees a security interest in, the following property, rights, interests and estates now or in the future owned or held by Xxxxxxxx Grantor (the “PropertyPROPERTY”) for the uses and purposes set forth in this Deed of Trust (capitalized terms used in this Section 2.1 and not defined in this Deed of Trust have the meanings ascribed to them in the Uniform Commercial Code):forever: (i) the Land; (ii) all buildings and improvements located on the Land (the “ImprovementsIMPROVEMENTS”); (iii) all right, title and interest Borrower has in and to all easements; rights of way or use, including any rights of ingress and egress; streets, roads, ways, sidewalks, alleys and passages; strips and gores; sewer rights; water, water rights, water courses, riparian rights and drainage rights; air rights and development rights; oil and mineral rights; and tenements, hereditaments and appurtenances, in each instance adjoining or otherwise appurtenant to or benefiting benefitting the Land or the Improvements; (iv) all rightmaterials intended for construction, title re-construction, alteration or repair of the Improvements, such materials to be deemed included in the Land and interest Xxxxxxxx has in the Improvements immediately on delivery to the Land; all fixtures and to all General Intangibles (including Software) and Goods, related to, personal property that are attached to, contained in or used in connection with the Land or the Improvements (excluding personal property owned by tenantstenants and excluding removable fixtures and appurtenances), including: furniture; furnishings; machinery; motors; elevators; fittings; microwave ovens; refrigerators; office systems and equipment; plumbing, heating, ventilating and air conditioning systems and equipment; maintenance and landscaping equipment; lighting, cooking, laundry, dry cleaning, refrigerating, incinerating and sprinkler systems and equipment; telecommunications systems and equipment; computer or word processing systems and equipment; security systems and equipment; and equipment leases for any of the property described in this subsection (the “FIXTURES AND PERSONAL PROPERTY”); (v) the interest of Xxxxxxxx, to the extent related to the Land, in all agreements, ground leases, grants of easements or rights-of-way, permits, declarations of covenants, conditions and restrictions, disposition and development agreements, planned unit development agreements, cooperative, condominium or similar ownership or conversion plans, management, leasing, brokerage or parking agreements or other material documents affecting Borrower of the Land, the Improvements or the Fixtures and Personal Property, including the documents described on Exhibit in EXHIBIT D but expressly excluding the Leases (the “Property DocumentsPROPERTY DOCUMENTS”); (vi) all Inventory inventory (including all goods, merchandise, raw materials, incidentals, office supplies and packaging materials) held for sale, lease or resale or furnished or to be furnished under contracts of service, or used or consumed in the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, and all Documents documents of title evidencing any part of any of the foregoingforegoing and all returned or repossessed goods arising from or relating to any sale or disposition of inventory; (vii) all Accountsintangible personal property relating to the Land, Documentsthe Improvements or the Fixtures and Personal Property, Goodsincluding choses in action and causes of action (except those personal to Grantor), Instrumentscorporate and other business records, inventions, designs, promotional materials, blueprints, plans, specifications, patents, patent applications, trademarks, trade names, trade secrets, goodwill, copyrights, registrations, licenses, franchises, claims for refunds or rebates of taxes, insurance surpluses, refunds or rebates of taxes and any letter of credit, guarantee, claim, security interest or other security held by or granted to Grantor to secure payment by an account debtor of any of the accounts of Grantor arising out of the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, and documents covering all of the foregoing; all accounts, accounts receivable, documents, instruments, money, Deposit Accountsdeposit accounts, Chattel Paperfunds deposited in accounts established with a bank, Letter-of-Credit Rightssavings and loan association, Investment Propertytrust company or other financial institution in connection with the ownership, General Intangibles and Supporting Obligations relating to use or operation of the Property, including all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments together with interest thereon, if any (the “Accumulations”)reserve accounts or escrow accounts, and all deposits for reserves held from time to time by Xxxxxx’s pledge agent in accordance with investments of the Reserve and Security Agreements described in the Section entitled “Reserves” funds and all accounts established to maintain the deposits together with investments thereof and interest thereonother general intangibles; (viii) all awards and other compensation paid after the date of this Deed of Trust for any Condemnation (the “Condemnation AwardsCONDEMNATION AWARDS”); (ix) all proceeds of and all unearned premiums on the Policies (the “Insurance ProceedsINSURANCE PROCEEDS”); (x) all right, title and interest of Borrower in all licenses, certificates of occupancy, contracts, management agreements, operating agreements, operating covenants, franchise agreements, permits and variances relating to the Land, the Improvements or the Fixtures and Personal Property; (xi) all books, records and other information, wherever located, which are in Borrower’s possession, custody or control or to which Borrower Grantor is entitled at law or in equity and which are related to the Property, including all computer hardware and software or other equipment used to record, store, manage, manipulate or access the information; and; (xii) all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments together with interest thereon, if any (the “ACCUMULATIONS”); (xiii) all after-acquired title to or remainder or reversion in any of the Propertyproperty described in this Section; all proceeds (excluding, however, sales or other dispositions of Inventory in the ordinary course of the business of operating the Land or the Improvements), replacements, substitutions, products, accessions and increases, all additions, accessions and extensions to, improvements of and substitutions or replacements for any of such property; all products and all cash and non-cash proceeds, immediate or remote, of any sale or other disposition of any of such property, excluding sales or other dispositions of inventory in the Property described in this Sectionordinary course of the business of operating the Land or the Improvements; and all additional landsxxxxxxxxxx xxxxx, estatesxxxxxxx, interests, rights or other property acquired by Borrower Grantor after the date of this Deed of Trust for use in connection with the Land or the and Improvements, all without the need for any additional mortgage, assignment, pledge or conveyance to Lender but Xxxxxxxx Grantor will execute and deliver to Lender, upon XxxxxxLender’s request, any documents reasonably requested by Xxxxxx Lender to further evidence the foregoing; and (xiv) all deposits for reserves held from time to time by an escrow holder in accordance with the Pledge and Security Agreement described in the Section entitled “RESERVES” and all accounts established to maintain the deposits together with investments thereof and interest thereon.

Encumbered Property. Borrower irrevocably grants, bargainsmortgages, sellswarrants, transfersconveys, conveys assigns and assigns pledges to TrusteeTrustee in trust, WITH POWER OF SALE, and grants to Lender a security interest in, the following property, rights, interests and estates now or in the future owned or held by Xxxxxxxx Boxxxxxx (the “Property”) for the uses and purposes set forth in this Deed of Trust (capitalized terms used in this Section 2.1 and not otherwise defined in this Deed of Trust have the meanings meaning ascribed to them in the Uniform Commercial Code): (i) the Land; (ii) all buildings and improvements located on the Land (the “Improvements”); (iii) all right, title and interest Borrower has in and to all easements; rights of way or use, including any rights of ingress and egress; streets, roads, ways, sidewalks, alleys and passages; strips and gores; sewer rights; water, water rights, water courses, riparian rights and drainage rights; air rights and development rights; oil and mineral rights; and tenements, hereditaments and appurtenances, in each instance adjoining or otherwise appurtenant to or benefiting the Land or the Improvements; (iv) all rightmaterials intended for construction, title re-construction, alteration or repair of the Improvements, such materials to be deemed included in the Land and interest Xxxxxxxx has in the Improvements immediately on delivery to the Land; all fixtures and to all General Intangibles (including Software) and Goods, related to, personal property that are attached to, contained in or used in connection with the Land or the Improvements (excluding personal property owned by tenants), including: furniture; furnishings; machinery; motors; elevators; fittings; microwave ovens; refrigerators; office systems and equipment; plumbing, heating, ventilating and air conditioning systems and equipment; maintenance and landscaping equipment; lighting, cooking, laundry, dry cleaning, refrigerating, incinerating and sprinkler systems and equipment; telecommunications systems and equipment; computer or word processing systems and equipment; security systems and equipment; all Goods, including Fixtures, Equipment and Consumer Goods attached to, contained in or used in connection with the Land or the Improvements (excluding personal property owned by Tenants); and equipment leases for any of the property described in this subsection (the “Fixtures and Personal Property”); (v) the interest of Xxxxxxxx, to the extent related to the Land, in all agreements, ground leases, grants of easements or rights-of-way, permits, declarations of covenants, conditions and restrictions, disposition and development agreements, planned unit development agreements, cooperative, condominium or similar ownership or conversion plans, management, leasing, brokerage or parking agreements or other material documents affecting Borrower or the Land, the Improvements or the Fixtures and Personal Property, including the documents described on Exhibit D but expressly excluding the Leases (the “Property Documents”); (vi) all Inventory (including all Goods, merchandise, raw materials, incidentals, office supplies and packaging materials) held for sale, lease or resale or furnished or to be furnished under contracts of service, or used or consumed in the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, and all Documents of title evidencing any part of any of the foregoingforegoing and all returned or repossessed Goods arising from or relating to any sale or disposition of Inventory; (vii) all AccountsGeneral Intangibles relating to the Land, Documentsthe Improvements or the Fixtures and Personal Property, Goodsincluding choses in action and causes of action (except those personal to Borrower), Instrumentscorporate and other business records, Software, inventions, designs, promotional materials, blueprints, plans, specifications, patents, patent applications, trademarks, trade names, trade secrets, goodwill, copyrights, registrations, licenses, franchises, claims for refunds or rebates of taxes, insurance surpluses, refunds or rebates of taxes and any letter of credit, guarantee, claim, security interest or other security held by or granted to Borrower to secure payment by an account debtor of any of the accounts of Borrower arising out of the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, and documents covering all of the foregoing; all accounts, accounts receivable, documents, instruments, money, Deposit Accountsdeposit accounts, Chattel Paperfunds deposited in accounts established with a bank, Letter-of-Credit Rightssavings and loan association, Investment Propertytrust company or other financial institution in connection with the ownership, General Intangibles use or operation of the Land, the Improvements or the Fixtures and Supporting Obligations relating to the Personal Property, including all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments together with interest thereon, if any (the “Accumulations”)reserve accounts or escrow accounts, and all deposits for reserves held from time to time by Xxxxxx’s pledge agent in accordance with investments of the Reserve funds and Security Agreements described in the Section entitled “Reserves” and all accounts established to maintain the deposits together with investments thereof and interest thereonother General Intangibles; (viii) all awards and other compensation paid after the date of this Deed of Trust for any Condemnation (the “Condemnation Awards”); (ix) all proceeds of and all unearned premiums on the Policies arising from or relating to the Property (the “Insurance Proceeds”); (x) all right, title and interest of Borrower in all licenses, certificates of occupancy, contracts, management agreements, operating agreements, operating covenants, franchise agreements, permits and variances relating to the Land, the Improvements or the Fixtures and Personal Property; (xi) all books, records and other information, wherever located, which are in Borrower’s possession, custody or control or to which Borrower is entitled at law or in equity and which are related to the Property, including all computer hardware and software or other equipment used to record, store, manage, manipulate or access the information; (xii) all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments, together with interest thereon, if any (the “Accumulations”), and the account or accounts in which such deposits are or may be held; (xiii) without limiting the above, all Goods, Accounts, Documents, Instruments, Money, Deposit Accounts, Chattel Paper, Letter-of-Credit Rights, Investment Property, General Intangibles and Supporting Obligations in any way relating to any of the property described in this Section (including the design, development, construction, improvement, equipping, furnishing, use, operation, management, occupancy, financing or sale thereof); and (xiixiv) all after-acquired title to or remainder or reversion in any of the Propertyproperty described in this Section; all proceeds Proceeds (excluding, however, sales or other dispositions of Inventory in the ordinary course of the business of operating the Land or the Improvements), replacements, substitutions, products, accessions and increasesincreases within any one or more of the following types of collateral: Goods, Equipment, Inventory, Instruments, Chattel Paper, Letter-of-Credit Rights, Documents, Accounts, Deposit Accounts or General Intangibles, all additions, accessions accessions, and extensions to, improvements of and substitutions or replacements in each case for any of the Property described in this Section; and any and all additional lands, estates, interests, rights or other property acquired by Borrower after the date of this Deed of Trust for use in connection with the Land or the and Improvements, all without the need for any additional mortgage, assignment, pledge or conveyance to Lender but Xxxxxxxx Borrower will execute and deliver to LenderLexxxx, upon XxxxxxLexxxx’s request, any documents reasonably requested by Xxxxxx to Lexxxx xo further evidence the foregoing.

Encumbered Property. Borrower irrevocably grants, bargainsmortgages, sellswar ants, transfersconveys, conveys assigns and assigns pledges to TrusteeLender, and grants to Lender a security interest in, the following property, rights, interests and estates now or in the future owned or held by Xxxxxxxx (the “Property”) for the uses and purposes set forth in this Deed of Trust (capitalized terms used in this Section 2.1 and not defined in this Deed of Trust have the meanings ascribed to them in the Uniform Commercial Code):Mortgage forever. (i) the Land; (ii) all buildings and improvements located on the Land (the “Improvements”); (iii) all right, title and interest Borrower has in and to all easements; rights of way or use, including any rights of ingress and egress; streets, roads, ways, sidewalks, alleys and passages; strips and gores; sewer rights; water, water rights, water courses, riparian rights and drainage rights; air rights and development rights; oil and mineral rights; and tenements, hereditaments and appurtenances, in each instance adjoining or otherwise appurtenant to or benefiting the Land or the ImprovementsImprovements including, but not limited to, those more particularly described in paragraph 2 of Exhibit A; (iv) all rightmaterials intended for construction, title re-construction, alteration or repair of the Improvements, such materials to be deemed included in the Land and interest Xxxxxxxx has in the Improvements immediately on delivery to the Land; all fixtures and to all General Intangibles (including Software) and Goods, related to, personal property that are attached to, contained in or used in connection with the Land or the Improvements (excluding personal property owned by tenants), including: furniture; furnishings; machinery; motors; elevators; fittings; microwave ovens; refrigerators; office systems and equipment; plumbing, heating, ventilating and air conditioning systems and equipment; maintenance and landscaping equipment; lighting, cooking, laundry, dry cleaning, refrigerating, incinerating and sprinkler systems and equipment; telecommunications systems and equipment; computer or word processing systems and equipment; security systems and equipment; and equipment leases for any of the property described in this subsection (the “Fixtures and Personal Property”); (v) the interest of Xxxxxxxx, to the extent related to the Land, in all agreements, ground leases, grants of easements or rights-of-way, permits, declarations of covenants, conditions and restrictions, disposition and development agreements, planned unit development agreements, cooperative, condominium or similar ownership or conversion plans, management, leasing, brokerage or parking agreements or other material documents affecting Borrower or the Land, the Improvements or the Fixtures and Personal Property, including the documents described on Exhibit D but expressly excluding the Leases (the “Property Documents”); (vi) all Inventory inventory (including all goods, merchandise, raw materials, incidentals, office supplies and packaging materials) held for sale, lease or resale or furnished or to be furnished under contracts of service, or used or consumed in the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, and all Documents documents of title evidencing any part of any of the foregoingforegoing and all returned or repossessed goods arising from or relating to any sale or disposition of inventory; (vii) all Accountsintangible personal property relating to the Land, Documentsthe Improvements or the Fixtures and Personal Property, Goodsincluding choses in action and causes of action (except those personal to Borrower), Instrumentscorporate and other business records relating to Borrower or any of the Property, inventions, designs, promotional materials, blueprints, plans, specifications, patents, patent applications, trademarks, trade names, trade secrets, goodwill, copyrights, registrations, licenses, franchises, claims for refunds or rebates of taxes, insurance surpluses, refunds or rebates of taxes and any letter of credit, guarantee, claim, promissory note, including, but not limited to, that certain Promissory Note issued by Winston & Xxxxxx to Xxxxxx Trust and Savings Bank and Xxx Xxxxxxx Company, Inc. dated January 23, 1990 in the aggregate principal amount of $3,196,574.00, that certain Promissory Note issued by Xxxxxxx & Xxxxxx to Xxxxxx Trust and Savings Bank and Xxx Xxxxxxx Company, Inc. dated May of 1992 in the aggregate principal amount of $68,152.35 and that certain Promissory Note issued by Winston & Xxxxxx to Xxxxxx Trust and Savings Bank and Xxx Xxxxxxx Company, Inc. dated May of 1992 in the aggregate principal amount of $464,489.40, security interest or other security held by or granted to Borrower to secure payment by an account debtor or tenant of any of the accounts of Borrower arising out of the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, and documents covering all of the foregoing; all accounts, accounts receivable, documents, instruments, money, Deposit Accountsdeposit accounts, Chattel Paperfunds deposited in accounts established with a bank, Letter-of-Credit Rightssavings and loan association, Investment Propertytrust company or other financial institution in connection with the ownership, General Intangibles use or operation of the Land, the Improvements or the Fixtures and Supporting Obligations relating to the Personal Property, including all deposits held from time any reserve accounts or escrow accounts (except for that certain account established pursuant to time the Reserve and Security Agreement of even date herewith by and among the Accumulations Depositary to provide reserves for Taxes Borrower, Lender and Assessments together with interest thereon, if any (the “Accumulations”an escrow holder), and all deposits for reserves held from time to time by Xxxxxx’s pledge agent in accordance with investments of the Reserve and Security Agreements described in the Section entitled “Reserves” funds and all accounts established to maintain the deposits together with investments thereof and interest thereonother general intangibles; (viii) all awards and other compensation paid after the date of this Deed of Trust Mortgage for any Condemnation (the “Condemnation Awards”); (ix) all proceeds of and all unearned premiums on the Policies (the “Insurance Proceeds”); (x) all right, title and interest of Borrower in all licenses, certificates of occupancy, contracts, management agreements, operating agreements, operating covenants, franchise agreements, permits and variances relating to the Land, the Improvements or the Fixtures and Personal Property; (xi) all books, records and other information, wherever located, which are in Borrower’s possession, custody or control or to which Borrower is entitled at law or in equity and which are related to the Property, including all computer hardware and software or other equipment used to record, store, manage, manipulate or access the information; (xii) all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments together with interest thereon, if any (the “Accumulations”); and (xiixiii) all after-acquired title to or remainder or reversion in any of the Propertyproperty described in this Section; all proceeds (excluding, however, sales or other dispositions of Inventory in the ordinary course of the business of operating the Land or the Improvements), replacements, substitutions, products, accessions and increases, all additions, accessions and extensions to, improvements of and substitutions or replacements for any of such property; all products and all cash and non-cash proceeds, immediate or remote, of any sale or other disposition of any of such property, excluding sales or other dispositions of inventory in the Property described in this Sectionordinary course of the business of operating the Land and the Improvements; and all additional lands, estates, interests, rights or other property acquired by Borrower after the date of this Deed of Trust Mortgage for use in connection with the Land or the Improvements, all without the need for any additional mortgage, assignment, pledge or conveyance to Lender but Xxxxxxxx Borrower will execute and deliver to Lender, upon Xxxxxx’s request, any documents reasonably requested by Xxxxxx to further evidence the foregoing.

Encumbered Property. Borrower irrevocably grants, bargainsmortgages, sellswarrants, transfersconveys, conveys assigns and assigns pledges to TrusteeLender, and grants to Lender a security interest in, the following property, rights, interests and estates to the extent now or in the future owned or held by Xxxxxxxx Borrower (the “Property”"PROPERTY") for the uses and purposes set forth in this Deed of Trust (capitalized terms used in this Section 2.1 and not defined in this Deed of Trust have the meanings ascribed to them in the Uniform Commercial Code):Mortgage forever: (i) all of Borrower's right, title and interest under the Ground Lease and the leasehold interest created under the Ground Lease in the Land; (ii) all buildings and improvements located on the Land (the “Improvements”"IMPROVEMENTS"); (iii) all right, title and interest Borrower has in and to all easements; rights of way or use, including any rights of ingress and egress; streets, roads, ways, sidewalks, alleys and passages; strips and gores; sewer rights; water, water rights, water courses, riparian rights and drainage rights; air rights and development rights; oil and mineral rights; and tenements, hereditaments and appurtenances, operating agreements, reciprocal easement agreements in each instance adjoining or otherwise appurtenant to or benefiting the Land or the Improvements; (iv) all rightmaterials intended for construction, title re-construction, alteration or repair of the Improvements, such materials to be deemed included in the Land and interest Xxxxxxxx has in the Improvements immediately on delivery to the Land; all fixtures and to all General Intangibles (including Software) and Goods, related to, personal property that are attached to, contained in or used in connection with the Land or the Improvements (excluding personal property owned or leased by tenantstenants or other occupants of the Land or the Improvements), including: furniture; furnishings; machinery, motors; elevators; fittings; microwave ovens; refrigerators; office systems and equipment; plumbing, heating, ventilating and air conditioning systems and equipment; maintenance and landscaping equipment; lighting, cooking, laundry, dry cleaning, refrigerating, incinerating and sprinkler systems and equipment; telecommunications systems and equipment; computer or word processing systems and equipment; and security systems and equipment; and equipment leases for any of the property described in this subsection (the "FIXTURES AND PERSONAL PROPERTY"); (v) the interest of Xxxxxxxx, to the extent related to the Land, in all agreements, ground leases, grants of easements or rights-of-way, permits, declarations of covenants, conditions and restrictions, disposition and development agreements, the purchase and sale agreement by which Borrower acquired the Property (specifically including any indemnity obligations in favor of Borrower contained in any such agreement), planned unit development agreements, cooperative, condominium or similar ownership or conversion plans, management, leasing, brokerage or parking agreements or other material documents affecting Borrower or the Land, the Improvements or the Fixtures and Personal Property, including including, without limitation, the documents described on Exhibit D EXHIBIT E but expressly excluding the Leases (the “Property Documents”"PROPERTY DOCUMENTS"); (vi) all Inventory intangible personal property relating to the Land, the Improvements or the Fixtures and Personal Property, including choses in action and causes of action (except those personal to Borrower and except those owned and or leased by Tenant or any other occupant of the Land or Improvements), corporate and other business records, inventions, designs, promotional materials, blueprints, plans, specifications, patents, patent applications, trademarks, trade names, trade secrets, goodwill, copyrights, registrations, licenses, franchises, claims for refunds or rebates of taxes, insurance surpluses, refunds or rebates of taxes and any letter of credit, guarantee, claim, security interest or other security held for sale, lease by or resale or furnished or granted to be furnished under contracts Borrower to secure payment by an account debtor of service, or used or consumed in any of the accounts of Borrower arising out of the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, and documents covering all Documents of title evidencing any part of any of the foregoing; all accounts, accounts receivable, documents, instruments, money, deposit accounts, funds deposited in accounts of Borrower established with a bank, savings and loan association, trust company or other financial institution in connection with the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, including any reserve accounts or escrow accounts, and all investments of the funds and all other general intangibles; (vii) all Accountsawards and other compensation paid after the date of this Mortgage for any Condemnation (the "CONDEMNATION AWARDS"); (viii) all proceeds of and all unearned premiums on the Policies (the "INSURANCE PROCEEDS"). (ix) all licenses, Documentscertificates of occupancy, Goodscontracts, Instrumentsmanagement agreements, moneyoperating agreements, Deposit Accountsoperating covenants, Chattel Paperfranchise agreements, Letter-of-Credit Rights, Investment Property, General Intangibles permits and Supporting Obligations variances relating to the Land, the Improvements or the Fixtures and Personal Property; (x) all books, records and other information, wherever located, which are in Borrower's possession, custody o r control o r t o which Borrower is entitled at law or in equity and which are related to Borrower's business at the Property, including all computer or other equipment used to record, store, manage, manipulate or access the information (the "BOOKS AND RECORDS"); (xi) all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments together with interest thereon, if any (the “Accumulations”"ACCUMULATIONS"), and all deposits for reserves held from time to time by Xxxxxx’s pledge agent in accordance with the Reserve and Security Agreements described in the Section entitled “Reserves” and all accounts established to maintain the deposits together with investments thereof and interest thereon; (viii) all awards and other compensation paid after the date of this Deed of Trust for any Condemnation (the “Condemnation Awards”); (ix) all proceeds of and all unearned premiums on the Policies (the “Insurance Proceeds”); (x) all right, title and interest of Borrower in all licenses, certificates of occupancy, contracts, management agreements, operating agreements, operating covenants, franchise agreements, permits and variances relating to the Property; (xi) all books, records and other information, wherever located, which are in Borrower’s possession, custody or control or to which Borrower is entitled at law or in equity and which are related to the Property, including all computer hardware and software or other equipment used to record, store, manage, manipulate or access the information; and (xii) all after-acquired title to or remainder or reversion in any of the Propertyproperty described in this Section; all proceeds (excluding, however, sales or other dispositions of Inventory in the ordinary course of the business of operating the Land or the Improvements), replacements, substitutions, products, accessions and increases, all additions, accessions and extensions to, improvements of and substitutions or replacements for any of such property, all products and all cash and non-cash proceeds, immediate or remote, of any sale or other disposition of any of such property, excluding sales or other dispositions of inventory in the Property described in this Sectionordinary course of the business of operating the Land and the Improvements; and all additional lands, estates, interests, rights or other property acquired by Borrower after the date of this Deed of Trust Mortgage for use in connection with the Land or the ImprovementsImprovement, all without the need for any additional mortgage, assignment, pledge or conveyance to Lender but Xxxxxxxx Borrower will execute and deliver to Lender, upon Xxxxxx’s Lender's request, any documents reasonably requested by Xxxxxx Lender to further evidence the foregoing. Notwithstanding the foregoing, the Lender recognizes that the personal property necessary to operate the budding as a health and fitness center, including but not limited to all fitness equipment, computer and telecommunications equipment and other related equipment, is not the property of Borrower, but rather Borrower's tenant, and accordingly, Lender shall have no security interest in such personal property.

Encumbered Property. In consideration of the Loan and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower irrevocably grantshad GRANTED, bargainsBARGAINED, sellsSOLD and CONVEYED, transfersand by these presents does GRANT, conveys BARGAIN, SELL and assigns to CONVEY, unto Trustee, in trust for the benefit of Lender, the following property, rights, interests and estates now or in the future owned or held by Xxxxxxxx Borrower (the “Property”) ), subject, however, to the Permitted Exceptions, for the uses and purposes set forth in this Deed of Trust forever (capitalized terms used in this Section 2.1 and 2.3 and not defined in this Deed of Trust have the meanings ascribed to them in the Uniform Commercial Code): (i) the Land; (ii) all buildings and improvements located on the Land (the “Improvements”);; TIAA Authorization ID # AAA-7376; TIAA Inv. ID # 0006950 University Park Village Deed of Trust 15398858v.6 / 73828-000098 (iii) all right, title and interest Borrower has in and to all easements; rights of way or use, including any rights of ingress and egress; streets, roads, ways, sidewalks, alleys and passages; strips and gores; sewer rights; water, water rights, water courses, riparian rights and drainage rights; air rights and development rights; oil and mineral rights; and tenements, hereditaments and appurtenances, in each instance adjoining or otherwise appurtenant to or benefiting the Land or the Improvements; (iv) all right, title and interest Xxxxxxxx has in and to all General Intangibles (including Software) and Goods, related to, attached to, contained in or used in connection with the Land or the Improvements (excluding personal property owned by tenants); (v) the interest of Xxxxxxxx, to the extent related to the Land, in all agreements, ground leases, grants of easements or rights-of-way, permits, declarations of covenants, conditions and restrictions, disposition and development agreements, planned unit development agreements, cooperative, condominium or similar ownership or conversion plans, management, leasing, brokerage or parking agreements or other material documents affecting Borrower or the Property, including the documents described on Exhibit D but expressly excluding the Leases (the “Property Documents”); (vi) all Inventory held for sale, lease or resale or furnished or to be furnished under contracts of service, or used or consumed in the ownership, use or operation of the Property, Property and all Documents of title evidencing any part of any of the foregoing; (vii) all Accounts, Documents, Goods, Instruments, money, Deposit Accounts, Chattel Paper, Letter-of-Credit Rights, Investment Property, General Intangibles and Supporting Obligations relating to the Property, including all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments together with interest thereon, if any credited thereon (the “Accumulations”), and all deposits for reserves held from time to time by Xxxxxx’s pledge agent in accordance with the Reserve and Security Agreements described in the Section entitled “Reserves” and all accounts established to maintain the deposits together with investments thereof and interest thereon; (viii) all awards and other compensation paid after the date of this Deed of Trust for any Condemnation (the “Condemnation Awards”); (ix) all proceeds of and all unearned premiums on the Policies (the “Insurance Proceeds”); (x) all right, title and interest of Borrower in all licenses, certificates of occupancy, contracts, management agreements, operating agreements, operating covenants, franchise agreements, permits and variances relating to the Property; (xi) all books, records and other information, wherever located, which are in Borrower’s possession, custody or control or to which Borrower is entitled at law or in equity and which are related to the Property, including all computer hardware and software or other equipment used to record, store, manage, manipulate or access the information; andand TIAA Authorization ID # AAA-7376; TIAA Inv. ID # 0006950 University Park Village Deed of Trust 15398858v.6 / 73828-000098 (xii) all after-acquired title to or remainder or reversion in any of the Propertyproperty described in this Section; all proceeds (excluding, however, sales or other dispositions of Inventory in the ordinary course of the business of operating the Land or the Improvements), replacements, substitutions, products, accessions and increases, increases of or for the Property; all additions, accessions and extensions to, improvements of and substitutions or replacements for any of the Property described in this SectionProperty; and all additional lands, estates, interests, rights or other property acquired by Borrower after the date of this Deed of Trust for use in connection with the Land or the Improvements, all without the need for any additional deed, mortgage, assignment, pledge or conveyance to Lender but Xxxxxxxx Borrower will execute and deliver to Lender, upon XxxxxxLender’s request, any documents reasonably requested by Xxxxxx Lender to further evidence the foregoing.

Encumbered Property. Borrower irrevocably grants, bargains------------ ------------------- mortgages, sellswarrants, transfersconveys, conveys assigns and assigns pledges to TrusteeLender, and grants to Lender a security interest in, the following property, rights, interests and estates to the extent now or in the future owned or held by Xxxxxxxx Borrower (the “"Property”) "), to the extent assignable, for the uses and purposes set forth in --------- this Deed of Trust (capitalized terms used in this Section 2.1 and not defined in this Deed of Trust have the meanings ascribed to them in the Uniform Commercial Code):Mortgage forever: (i) the Land; (ii) all buildings and improvements located on the Land (the “"Improvements”");; ------------ (iii) all right, title and interest Borrower has in and to all easements; rights of way or use, including any rights of ingress and egress; streets, roads, ways, sidewalks, alleys and passages; strips and gores; sewer rights; water, water rights, water courses, riparian rights and drainage rights; air rights and development rights; oil and mineral rights; and tenements, hereditaments and appurtenances, in each instance adjoining or otherwise appurtenant to or benefiting benefitting the Land or the Improvements; (iv) all rightmaterials intended for construction, title re-construction, alteration or repair of the Improvements, such materials to be deemed included in the Land and interest Xxxxxxxx has in the Improvements immediately on delivery to the Land; all fixtures and to all General Intangibles (including Software) and Goods, related to, personal property that are attached to, contained in or used in connection with the Land or the Improvements (in each instance to the extent owned by Borrower and excluding personal property owned by tenants); (v) , including: furniture; furnishings; machinery; motors; elevators; fittings; microwave ovens; refrigerators; office systems and equipment; plumbing, heating, ventilating and air conditioning systems and equipment; maintenance and landscaping equipment; lighting, cooking, laundry, dry cleaning, refrigerating, incinerating and sprinkler systems and equipment; telecommunications systems and equipment; computer or word processing systems and equipment; and security systems and equipment; and equipment leases for any of the interest of Xxxxxxxx, to the extent related to the Land, property described in all agreements, ground leases, grants of easements or rights-of-way, permits, declarations of covenants, conditions and restrictions, disposition and development agreements, planned unit development agreements, cooperative, condominium or similar ownership or conversion plans, management, leasing, brokerage or parking agreements or other material documents affecting Borrower or the Property, including the documents described on Exhibit D but expressly excluding the Leases this subsection (the “Property Documents”"Fixtures -------- and Personal Property");; --------------------- (vi) all Inventory inventory (including all goods, merchandise, raw materials, incidentals, office supplies and packaging materials) held for sale, lease or resale or furnished or to be furnished under contracts of serviceservice for the Land, the Improvements or the Fixtures or Personal Property, or used or consumed in the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, and all Documents documents of title evidencing any part of any of the foregoingforegoing and all returned or repossessed goods arising from or relating to any sale or disposition of such inventory; (vii) all Accountsintangible personal property (if any) owned by Borrower and used in connection with the Land, Documents, Goods, Instruments, money, Deposit Accounts, Chattel Paper, Letter-of-Credit Rights, Investment the Improvements or the Fixtures and Personal Property, General Intangibles including choses in action and Supporting Obligations causes of action (except those personal to Borrower), business records relating to the Land, the Improvements or the Fixtures and Personal Property, including all deposits promotional materials, blueprints, plans, specifications, trade names of the Land and Improvements, registrations, licenses, franchises, claims for refunds or rebates of taxes, insurance surpluses, refunds or rebates of taxes and any letter of credit, guarantee, claim, security interest or other security held from time by or granted to time Borrower to secure payment by an account debtor of any of the Accumulations Depositary to provide reserves for Taxes accounts of Borrower arising out of the ownership, use or operation of the Land, the Improvements or the Fixtures and Assessments together with interest thereon, if any (the “Accumulations”)Personal Property, and documents covering all deposits for reserves held from time of the foregoing; to time by Xxxxxx’s pledge agent in accordance with the Reserve extent relating solely to the ownership, use or operation of the Land, the Improvements or the Fixtures and Security Agreements described in the Section entitled “Reserves” Personal Property: accounts, accounts receivable, documents and all accounts established to maintain the deposits together with investments thereof of such funds and interest thereon; (viii) all awards and other compensation paid after the date of this Deed of Trust for any Condemnation (the “Condemnation Awards”)general intangibles; (ix) to the extent relating to the Land, the Improvements or the Fixtures and Personal Property: all proceeds of and refunds of all unearned premiums on the Policies (the “"Insurance Proceeds”");; ------------------ (x) all right, title and interest of Borrower in all licenses, certificates of occupancy, contracts, management agreements, operating agreements, operating covenants, franchise agreements, permits and variances relating to the Land, the Improvements or the Fixtures and Personal Property; (xi) all books, records and other information, wherever located, which are in Borrower’s 's possession, custody or control or to which Borrower is entitled at law or in equity and which are related to the PropertyLand, including all computer hardware the Improvements or the Fixtures and software or other equipment used to record, store, manage, manipulate or access Personal Property (the information"Books ----- and Records"); and----------- (xiixiii) all after-acquired title to or remainder or reversion in any of the Propertyproperty described in this Section; all proceeds (excluding, however, sales or other dispositions of Inventory in the ordinary course of the business of operating the Land or the Improvements), replacements, substitutions, products, accessions and increases, all additions, accessions and extensions to, improvements of and substitutions or replacements for any of such property; all products and all cash and non-cash proceeds, immediate or remote, of any sale or other disposition of any of such property, excluding sales or other dispositions of inventory in the Property described ordinary course of the business of operating the Land and the Improvements and proceeds of Permitted Transfers and sales in this Sectionconnections with Substitutions or other transfers permitted under Section 12.4 hereof, to the extent not required to be delivered to Lender pursuant to Section 12.4 hereof; and all additional lands, estates, interests, rights or other property acquired by Borrower after the date of this Deed of Trust Mortgage for use in connection with the Land or the Improvements, all without the need for any additional mortgage, assignment, pledge or conveyance to Lender but Xxxxxxxx Borrower will execute and deliver to Lender, upon Xxxxxx’s Lender's request, any documents reasonably requested by Xxxxxx Lender to further evidence the foregoing.

Encumbered Property. Borrower irrevocably grantsGRANTS, bargainsBARGAINS, sellsSELLS, transfersMORTGAGES, conveys WARRANTS, CONVEYS, ASSIGNS, PLEDGES and assigns CONVEYS with MORTGAGE COVENANTS to TrusteeLender, TO HAVE AND HOLD IN TRUST, upon the STATUTORY CONDITION and with the STATUTORY POWER OF SALE, the following property, rights, interests and estates now or in the future owned or held by Xxxxxxxx Borrower (the “Property”) for the uses and purposes set forth in this Deed of Trust Mortgage forever (capitalized terms used in this Section 2.1 and 2.3 and not defined in this Deed of Trust Mortgage have the meanings ascribed to them in the Uniform Commercial Code): (i) the Land; (ii) all buildings and improvements located on the Land (the “Improvements”); (iii) all right, title and interest Borrower has in and to all easements; rights of way or use, including any rights of ingress and egress; streets, roads, ways, sidewalks, alleys and passages; strips and gores; sewer rights; water, water rights, water courses, riparian rights and drainage rights; air rights and development rights; oil and mineral rights; and tenements, hereditaments and appurtenances, in each instance adjoining or otherwise appurtenant to or benefiting the Land or the Improvements; (iv) all right, title and interest Xxxxxxxx has in and to all General Intangibles (including Software) and Goods, related to, attached to, contained in or used in connection with the Land or the Improvements (excluding personal property owned by tenants); (v) the interest of Xxxxxxxx, to the extent related to the Land, in all agreements, ground leases, grants of easements or rights-of-way, permits, declarations of covenants, conditions and restrictions, disposition and development agreements, planned unit development agreements, cooperative, condominium or similar ownership or conversion plans, management, leasing, brokerage or parking agreements or other material documents affecting Borrower or the Property, including the documents described on Exhibit D but expressly excluding the Leases (the “Property Documents”); (vi) all Inventory held for sale, lease or resale or furnished or to be furnished under contracts of service, or used or consumed in the ownership, use or operation of the Property, Property and all Documents of title evidencing any part of any of the foregoing; (vii) all Accounts, Documents, Goods, Instruments, money, Deposit Accounts, Chattel Paper, Letter-of-Credit Rights, Investment Property, General Intangibles and Supporting Obligations relating to the Property, including all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments together with interest thereon, if any credited thereon (the “Accumulations”), ) and all deposits for reserves held from time to time by Xxxxxx’s pledge agent in accordance with the Reserve and Security Agreements described in the Section entitled “Reserves” and all accounts established to maintain the deposits together with investments thereof and any interest credited thereon; (viii) all awards and other compensation paid after the date of this Deed of Trust Mortgage for any Condemnation (the “Condemnation Awards”); (ix) all proceeds of and all unearned premiums on the Policies (the “Insurance Proceeds”); (x) all right, title and interest of Borrower in all licenses, certificates of occupancy, contracts, management agreements, operating agreements, operating covenants, franchise agreements, permits and variances relating to the Property; (xi) all books, records and other information, wherever located, which are in Borrower’s possession, custody or control or to which Borrower is entitled at law or in equity and which are related to the Property, including all computer hardware and software or other equipment used to record, store, manage, manipulate or access the information; and (xii) all after-acquired title to or remainder or reversion in any of the Propertyproperty described in this Section; all proceeds (excluding, however, sales or other dispositions of Inventory in the ordinary course of the business of operating the Land or the Improvements), replacements, substitutions, products, accessions and increases, increases of or for the Property; all additions, accessions and extensions to, improvements of and substitutions or replacements for any of the Property described in this SectionProperty; and all additional lands, estates, interests, rights or other property acquired by Borrower after the date of this Deed of Trust Mortgage for use in connection with the Land or the Improvements, all without the need for any additional mortgage, assignment, pledge or conveyance to Lender but Xxxxxxxx will execute and deliver to LenderXxxxxx, upon Xxxxxx’s request, any documents reasonably requested by Xxxxxx to further evidence the foregoing.

Encumbered Property. Borrower irrevocably grants, bargainsmortgages, sellswarrants, transfersconveys, conveys assigns and assigns pledges to TrusteeLender, and grants to Lender a security interest in, the following property, rights, interests and estates now or in the future owned or held by Xxxxxxxx Borrower (the “Property”) for the uses and purposes set forth in this Deed of Trust (capitalized terms used in this Section 2.1 and not defined in this Deed of Trust have the meanings ascribed to them in the Uniform Commercial Code):Mortgage forever: (i) the Land; (ii) all buildings and improvements located on the Land (the “Improvements”); (iii) all right, title and interest Borrower has in and to all easements; rights of way or use, including any rights of ingress and egressegress and rights in and to the pedestrian skyways and tunnel adjoining to the Improvements; streets, roads, ways, sidewalks, alleys and passages; strips and gores; sewer rights; water, water rights, water courses, riparian rights and drainage rights; air rights and development rights; oil and mineral rights; and tenements, hereditaments and appurtenances, in each instance adjoining or otherwise appurtenant to or benefiting the Land or the ImprovementsImprovements including, but not limited to, those more particularly described in paragraph 2 of Exhibit A; (iv) all rightmaterials intended for construction, title re-construction, alteration or repair of the Improvements, such materials to be deemed included in the Land and interest Xxxxxxxx has in the Improvements immediately on delivery to the Land; all fixtures and to all General Intangibles (including Software) and Goods, related to, personal property that are attached to, contained in or used in connection with the Land or the Improvements (excluding personal property owned by tenants), including: furniture; furnishings; machinery; motors; elevators; fittings; microwave ovens; refrigerators; office systems and equipment; plumbing, heating, ventilating and air conditioning systems and equipment; maintenance and landscaping equipment; lighting, cooking, laundry, dry cleaning, refrigerating, incinerating and sprinkler systems and equipment; telecommunications systems and equipment; computer or word processing systems and equipment; security systems and equipment; and equipment leases for any of the property described in this subsection (the “Fixtures and Personal Property”); (v) the interest of Xxxxxxxx, to the extent related to the Land, in all agreements, ground leases, grants of easements or rights-of-way, skyway and tunnel agreements, permits, declarations of covenants, conditions and restrictions, disposition and development agreements, planned unit development agreements, cooperative, condominium or similar ownership or conversion plans, management, leasing, brokerage or parking agreements or other material documents affecting Borrower or the Land, the Improvements or the Fixtures and Personal Property, including the documents described on Exhibit D but expressly excluding the Leases (the “Property Documents”); (vi) all Inventory inventory (including all goods, merchandise, raw materials, incidentals, office supplies and packaging materials) held for sale, lease or resale or furnished or to be furnished under contracts of service, or used or consumed in the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, and all Documents documents of title evidencing any part of any of the foregoingforegoing and all returned or repossessed goods arising from or relating to any sale or disposition of inventory; (vii) all Accountsintangible personal property relating to the Land, Documentsthe Improvements or the Fixtures and Personal Property, Goodsincluding choses in action and causes of action (except those personal to Borrower), Instrumentscorporate and other business records relating to Borrower or any of the Property, inventions, designs, promotional materials, blueprints, plans, specifications, patents, patent applications, trademarks, trade names, trade secrets, goodwill, copyrights, registrations, licenses, franchises, claims for refunds or rebates of taxes, insurance surpluses, refunds or rebates of taxes and any letter of credit, guarantee, claim, promissory note, security interest or other security held by or granted to Borrower to secure payment by an account debtor or tenant of any of the accounts of Borrower arising out of the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, and documents covering all of the foregoing; all accounts, accounts receivable, documents, instruments, money, Deposit Accountsdeposit accounts, Chattel Paperfunds deposited in accounts established with a bank, Letter-of-Credit Rightssavings and loan association, Investment Propertytrust company or other financial institution in which, General Intangibles and Supporting Obligations relating pursuant to the terms of this Mortgage Borrower has granted a security interest to Lender in connection with the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, including all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments together with interest thereon, if any (the “Accumulations”), reserve accounts or escrow accounts and all deposits for reserves held from time to time by Xxxxxx’s pledge agent in accordance with investments of the Reserve and Security Agreements described in the Section entitled “Reserves” funds and all accounts established to maintain the deposits together with investments thereof and interest thereonother general intangibles; (viii) all awards and other compensation paid after the date of this Deed of Trust Mortgage for any Condemnation (the “Condemnation Awards”); (ix) all proceeds of and all unearned premiums on the Policies (the “Insurance Proceeds”); (x) all right, title and interest of Borrower in all licenses, certificates of occupancy, contracts, management agreements, operating agreements, operating covenants, franchise agreements, permits and variances relating to the Land, the Improvements or the Fixtures and Personal Property; (xi) all books, records and other information, wherever located, which are in Borrower’s possession, custody or control or to which Borrower is entitled at law or in equity and which are related to the Property, including all computer hardware and software or other equipment used to record, store, manage, manipulate or access the information; (xii) all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments together with interest thereon, if any (the “Accumulations”); and (xiixiii) all after-acquired title to or remainder or reversion in any of the Propertyproperty described in this Section; all proceeds (excluding, however, sales or other dispositions of Inventory in the ordinary course of the business of operating the Land or the Improvements), replacements, substitutions, products, accessions and increases, all additions, accessions and extensions to, improvements of and substitutions or replacements for any of such property; all products and all cash and non-cash proceeds, immediate or remote, of any sale or other disposition of any of such property, excluding sales or other dispositions of inventory in the Property described in this Sectionordinary course of the business of operating the Land and the Improvements; and all additional lands, estates, interests, rights or other property acquired by Borrower after the date of this Deed of Trust Mortgage for use in connection with the Land or the Improvements, all without the need for any additional mortgage, assignment, pledge or conveyance to Lender but Xxxxxxxx Borrower will execute and deliver to Lender, upon XxxxxxLender’s request, any documents reasonably requested by Xxxxxx Lender to further evidence the foregoing.

Encumbered Property. Borrower Grantor irrevocably grants, bargainsmortgages, sellswarrants, transfersconveys, conveys assigns and assigns pledges to TrusteeTrustees, in trust, WITH POWER OF SALE and the right of entry and possession, and grants to Trustees a security interest in, the following property, rights, interests and estates now or in the future owned or held by Xxxxxxxx Grantor (the “"Property”") for the uses and purposes set forth in this Deed of Trust (capitalized terms used in this Section 2.1 and not defined in this Deed of Trust have the meanings ascribed to them in the Uniform Commercial Code):forever: (i) the Land; (ii) all buildings and improvements located on the Land (the “"Improvements”"); (iii) all right, title and interest Borrower has in and to all easements; rights of way or use, including any rights of ingress and egress; streets, roads, ways, sidewalks, alleys and passages; strips and gores; sewer rights; water, water rights, water courses, riparian rights and drainage rights; air rights and development rights; oil and mineral rights; and tenements, hereditaments and appurtenances, in each instance adjoining or otherwise appurtenant to or benefiting benefitting the Land or the Improvements; (iv) all rightmaterials intended for construction, title re-construction, alteration or repair of the Improvements, such materials to be deemed included in the Land and interest Xxxxxxxx has in the Improvements immediately on delivery to the Land; all fixtures and to all General Intangibles (including Software) and Goods, related to, personal property that are attached to, contained in or used in connection with the Land or the Improvements (excluding personal property owned by tenantstenants and excluding removable fixtures and appurtenances), including: furniture; furnishings; machinery; motors; elevators; fittings; microwave ovens; refrigerators; office systems and equipment; plumbing, heating, ventilating and air conditioning systems and equipment; maintenance and landscaping equipment; lighting, cooking, laundry, dry cleaning, refrigerating, incinerating and sprinkler systems and equipment; telecommunications systems and equipment; computer or word processing systems and equipment; security systems and equipment; and equipment leases for any of the property described in this subsection (the "Fixtures and Personal Property"); (v) the interest of Xxxxxxxx, to the extent related to the Land, in all agreements, ground leases, grants of easements or rights-of-way, permits, declarations of covenants, conditions and restrictions, disposition and development agreements, planned unit development agreements, cooperative, condominium or similar ownership or conversion plans, management, leasing, brokerage or parking agreements or other material documents affecting Borrower of the Land, the Improvements or the Fixtures and Personal Property, including the documents described on in Exhibit D but expressly excluding the Leases (the “"Property Documents”"); (vi) all Inventory inventory (including all goods, merchandise, raw materials, incidentals, office supplies and packaging materials) held for sale, lease or resale or furnished or to be furnished under contracts undercontracts of service, or used or consumed in the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, and all Documents documents of title evidencing any part of any of the foregoingforegoing and all returned or repossessed goods arising from or relating to any sale or disposition of inventory; (vii) all Accountsintangible personal property relating to the Land, Documentsthe Improvements or the Fixtures and Personal Property, Goodsincluding choses in action and causes of action (except those personal to Grantor), Instrumentscorporate and other business records, inventions, designs, promotional materials, blueprints, plans, specifications, patents, patent applications, trademarks, trade names, trade secrets, goodwill, copyrights, registrations, licenses, franchises, claims for refunds or rebates of taxes, insurance surpluses, refunds or rebates of taxes and any letter of credit, guarantee, claim, security interest or other security held by or granted to Grantor to secure payment by an account debtor of any of the accounts of Grantor arising out of the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, and documents covering all of the foregoing; all accounts, accounts receivable, documents, instruments, money, Deposit Accountsdeposit accounts, Chattel Paperfunds deposited in accounts established with a bank, Letter-of-Credit Rightssavings and loan association, Investment trust company or other financial institution in connection with the ownership, use or operation of the Property, General Intangibles including any reserve accounts or escrow accounts, and Supporting Obligations all investments of the funds and all other general intangibles; (viii) all awards and other compensation paid after the date of this Deed of Trust for any Condemnation (the "Condemnation Awards"); (ix) all proceeds of and all unearned premiums on the Policies (the "Insurance Proceeds"); (x) all licenses, certificates of occupancy, contracts, management agreements, operating agreements, operating covenants, franchise agreements, permits and variances relating to the Land, the Improvements or the Fixtures and Personal Property; (xi) all books, records and other information, wherever located, which are in Borrower's possession, custody or control or to which Grantor is entitled at law or in equity and which are related to the Property, including all computer or other equipment used to record, store, manage, manipulate or access the information; (xii) all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments together with interest thereon, if any (the “"Accumulations”), and all deposits for reserves held from time to time by Xxxxxx’s pledge agent in accordance with the Reserve and Security Agreements described in the Section entitled “Reserves” and all accounts established to maintain the deposits together with investments thereof and interest thereon; (viii) all awards and other compensation paid after the date of this Deed of Trust for any Condemnation (the “Condemnation Awards”"); (ix) all proceeds of and all unearned premiums on the Policies (the “Insurance Proceeds”); (x) all right, title and interest of Borrower in all licenses, certificates of occupancy, contracts, management agreements, operating agreements, operating covenants, franchise agreements, permits and variances relating to the Property; (xi) all books, records and other information, wherever located, which are in Borrower’s possession, custody or control or to which Borrower is entitled at law or in equity and which are related to the Property, including all computer hardware and software or other equipment used to record, store, manage, manipulate or access the information; and (xiixiii) all after-acquired title to or remainder or reversion in any of the Propertyproperty described in this Section; all proceeds (excluding, however, sales or other dispositions of Inventory in the ordinary course of the business of operating the Land or the Improvements), replacements, substitutions, products, accessions and increases, all additions, accessions and extensions to, improvements of and substitutions or replacements for any of such property; all products and all cash and non-cash proceeds, immediate or remote, of any sale or other disposition of any of such property, excluding sales or other dispositions of inventory in the Property described in this Sectionordinary course of the business of operating the Land or the Improvements; and all additional landsxxxxxxxxxx xxxxx, estatesxxxxxxx, interests, rights or other property acquired by Borrower Grantor after the date of this Deed of Trust for use in connection with the Land or the and Improvements, all without the need for any additional mortgage, assignment, pledge or conveyance to Lender but Xxxxxxxx Grantor will execute and deliver to Lender, upon Xxxxxx’s Lender's request, any documents reasonably requested by Xxxxxx Lender to further evidence the foregoing; and (xiv) all deposits for reserves held from time to time by an escrow holder in accordance with the Pledge and Security Agreement described in the Section entitled "Reserves" and all accounts established to maintain the deposits together with investments thereof and interest thereon.

Encumbered Property. Borrower irrevocably grants, bargainsmortgages, sellswarrants, transfersconveys, conveys assigns and assigns pledges to TrusteeTrustee in trust, WITH POWER OF SALE and right of entry and possession, and grants to Trustee a security interest in, the following property, rights, interests and estates estates, to the full extent, but only to the extent, now or in the future owned owned, held or held acquired by Xxxxxxxx Borrower (the “Property”"PROPERTY") for the uses and purposes set forth in this Deed of Trust (capitalized terms used in this Section SECTION 2.1 and not defined in this Deed of Trust have the meanings ascribed to them in the Uniform Commercial Code): (i) the Land; (ii) all buildings and improvements located on the Land (the “Improvements”"IMPROVEMENTS"); (iii) all right, title and interest Borrower has in and to all easements; rights of way or use, including any rights of ingress and egress; streets, roads, ways, sidewalks, alleys and passages; strips and gores; sewer rights; water, water rights, water courses, riparian rights and drainage rights; air rights and development rights; oil and mineral rights; and tenements, hereditaments and appurtenances, in each instance adjoining or otherwise appurtenant to or benefiting benefitting the Land or the Improvements; (iv) all right, title and interest Xxxxxxxx has in and to all General Intangibles (including Software) and Goods, related toincluding Fixtures, Equipment and Consumer Goods attached to, contained in or used in connection with the Land or the Improvements (excluding personal property owned by tenants); (v) the interest of Xxxxxxxx, to the extent related to the Land, in all agreements, ground leases, grants of easements or rights-of-way, permits, declarations of covenants, conditions and restrictions, disposition and development agreements, planned unit development agreements, cooperative, condominium or similar ownership or conversion plans, management, leasing, brokerage or parking agreements or other material documents affecting Borrower or the Land, the Improvements or the Fixtures and Personal Property, including the documents described on Exhibit D but expressly excluding the Leases (the “Property Documents”"PROPERTY DOCUMENTS"); (vi) all Inventory held for sale, lease or resale or furnished or to be furnished under contracts of service, or used or consumed in the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, and all Documents of title evidencing any part of any of the foregoing; (vii) all Accounts, Documents, Goods, Instruments, money, Deposit Accounts, Chattel Paper, Letter-of-Credit Rights, Investment Property, General Intangibles and Supporting Obligations relating to the Property, including all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments together with interest thereon, if any (the “Accumulations”"ACCUMULATIONS"), and all deposits for reserves held from time to time by Xxxxxx’s pledge agent in accordance with the Reserve and Security Agreements described in the Section entitled “Reserves” and all accounts established to maintain the deposits together with investments thereof and interest thereon; (viii) all awards and other compensation paid after the date of this Deed of Trust for any Condemnation (the “Condemnation Awards”"CONDEMNATION AWARDS"); (ix) all proceeds of and all unearned premiums on the Policies (the “Insurance Proceeds”"INSURANCE PROCEEDS"); (x) all right, title and interest of Borrower in all licenses, certificates of occupancy, contracts, management agreements, operating agreements, operating covenants, franchise agreements, permits and variances relating to the Land, the Improvements or the Fixtures and Personal Property; (xi) all books, records and other information, wherever located, which are in Borrower’s 's possession, custody or control or to which Borrower is entitled at law or in equity and which are related to the Property, including all computer hardware and software or other equipment used to record, store, manage, manipulate or access the information; and; (xii) all after-acquired title to or remainder or reversion in any of the Propertyproperty described in this Section; all proceeds Proceeds (excluding, however, sales or other dispositions of Inventory in the ordinary course of the business of operating the Land or the Improvements), replacements, substitutions, products, accessions and increasesincreases within any one or more of the following types of collateral: Goods, Equipment, Inventory, Instruments, Investment Property, Chattel Paper, Letter-of-Credit Rights, Documents, Accounts or General Intangibles, all additions, accessions and extensions to, improvements of and substitutions or replacements for any of the Property described in this Section; and all additional lands, estates, interests, rights or other property acquired by Borrower after the acquirxx xx Xxxxxxxx xxxxx xxx date of this Deed of Trust for use in connection with the Land or the Improvements, all without the need for any additional mortgage, assignment, pledge or conveyance to Lender but Xxxxxxxx Borrower will execute and deliver to Lender, upon Xxxxxx’s Lender's request, any documents reasonably requested by Xxxxxx Lender to further evidence the foregoing.

Encumbered Property. Borrower irrevocably grants, bargainsmortgages, sellswarrants, transfersconveys, conveys assigns and assigns pledges to TrusteeTrustee in trust, WITH POWER OF SALE, and grants to Lender a security interest in, the following property, rights, interests and estates now or in the future owned or held by Xxxxxxxx (the “Property”) for the uses and purposes set forth in this Deed of Trust (capitalized terms used in this Section 2.1 and not otherwise defined in this Deed of Trust have the meanings meaning ascribed to them in the Uniform Commercial Code): (i) the Land; (ii) all buildings and improvements located on the Land (the “Improvements”); (iii) all right, title and interest Borrower has in and to all easements; rights of way or use, including any rights of ingress and egress; streets, roads, ways, sidewalks, alleys and passages; strips and gores; sewer rights; water, water rights, water courses, riparian rights and drainage rights; air rights and development rights; oil and mineral rights; and tenements, hereditaments and appurtenances, in each instance adjoining or otherwise appurtenant to or benefiting benefitting the Land or the Improvements; (iv) all rightmaterials intended for construction, title re-construction, alteration or repair of the Improvements, such materials to be deemed included in the Land and interest Xxxxxxxx has in the Improvements immediately on delivery to the Land; all fixtures and to all General Intangibles (including Software) and Goods, related to, personal property that are attached to, contained in or used in connection with the Land or the Improvements (excluding personal property owned by tenants), including: furniture; furnishings; machinery; motors; elevators; fittings; microwave ovens; refrigerators; office systems and equipment; plumbing, heating, ventilating and air conditioning systems and equipment; maintenance and landscaping equipment; lighting, cooking, laundry, dry cleaning, refrigerating, incinerating and sprinkler systems and equipment; telecommunications systems and equipment; computer or word processing systems and equipment; security systems and equipment; all Goods, including Fixtures, Equipment and Consumer Goods attached to, contained in or used in connection with the Land or the Improvements (excluding personal property owned by Tenants); and equipment leases for any of the property described in this subsection (the “Fixtures and Personal Property”); (v) the interest of Xxxxxxxx, to the extent related to the Land, in all agreements, ground leases, grants of easements or rights-of-way, permits, declarations of covenants, conditions and restrictions, disposition and development agreements, planned unit development agreements, cooperative, condominium or similar ownership or conversion plans, management, leasing, brokerage or parking agreements or other material documents affecting Borrower or the Land, the Improvements or the Fixtures and Personal Property, including the documents described on Exhibit D but expressly excluding the Leases (the “Property Documents”); (vi) all Inventory (including all Goods, merchandise, raw materials, incidentals, office supplies and packaging materials) held for sale, lease or resale or furnished or to be furnished under contracts of service, or used or consumed in the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, and all Documents of title evidencing any part of any of the foregoingforegoing and all returned or repossessed Goods arising from or relating to any sale or disposition of Inventory; (vii) all AccountsGeneral Intangibles relating to the Land, Documentsthe Improvements or the Fixtures and Personal Property, Goodsincluding choses in action and causes of action (except those personal to Borrower), Instrumentscorporate and other business records, Software, inventions, designs, promotional materials, blueprints, plans, specifications, patents, patent applications, trademarks, trade names, trade secrets, goodwill, copyrights, registrations, licenses, franchises, claims for refunds or rebates of taxes, insurance surpluses, refunds or rebates of taxes and any letter of credit, guarantee, claim, security interest or other security held by or granted to Borrower to secure payment by an account debtor of any of the accounts of Borrower arising out of the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, and documents covering all of the foregoing; all accounts, accounts receivable, documents, instruments, money, Deposit Accountsdeposit accounts, Chattel Paperfunds deposited in accounts established with a bank, Letter-of-Credit Rightssavings and loan association, Investment Propertytrust company or other financial institution in connection with the ownership, General Intangibles use or operation of the Land, the Improvements or the Fixtures and Supporting Obligations relating to the Personal Property, including all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments together with interest thereon, if any (the “Accumulations”)reserve accounts or escrow accounts, and all deposits for reserves held from time to time by Xxxxxx’s pledge agent in accordance with investments of the Reserve funds and Security Agreements described in the Section entitled “Reserves” and all accounts established to maintain the deposits together with investments thereof and interest thereonother General Intangibles; (viii) all awards and other compensation paid after the date of this Deed of Trust for any Condemnation (the “Condemnation Awards”); (ix) all proceeds of and all unearned premiums on the Policies arising from or relating to the Property (the “Insurance Proceeds”); (x) all right, title and interest of Borrower in all licenses, certificates of occupancy, contracts, management agreements, operating agreements, operating covenants, franchise agreements, permits and variances relating to the Land, the Improvements or the Fixtures and Personal Property; (xi) all books, records and other information, wherever located, which are in BorrowerXxxxxxxx’s possession, custody or control or to which Borrower Xxxxxxxx is entitled at law or in equity and which are related to the Property, including all computer hardware and software or other equipment used to record, store, manage, manipulate or access the information; (xii) all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments, together with interest thereon, if any (the “Accumulations”), and the account or accounts in which such deposits are or may be held; (xiii) without limiting the above, all Goods, Accounts, Documents, Instruments, Money, Deposit Accounts, Chattel Paper, Letter-of-Credit Rights, Investment Property, General Intangibles and Supporting Obligations in any way relating to any of the property described in this Section (including the design, development, construction, improvement, equipping, furnishing, use, operation, management, occupancy, financing or sale thereof); and (xiixiv) all after-acquired title to or remainder or reversion in any of the Propertyproperty described in this Section; all proceeds Proceeds (excluding, however, sales or other dispositions of Inventory in the ordinary course of the business of operating the Land or the Improvements), replacements, substitutions, products, accessions and increasesincreases within any one or more of the following types of collateral: Goods, Equipment, Inventory, Instruments, Chattel Paper, Letter-of-Credit Rights, Documents, Accounts, Deposit Accounts or General Intangibles, all additions, accessions accessions, and extensions to, improvements of and substitutions or replacements in each case for any of the Property described in this Section; and any and all additional lands, estates, interests, rights or other property acquired by Borrower after the date of this Deed of Trust for use in connection with the Land or the and Improvements, all without the need for any additional mortgage, assignment, pledge or conveyance to Lender but Xxxxxxxx Borrower will execute and deliver to LenderXxxxxx, upon Xxxxxx’s request, any documents reasonably requested by Xxxxxx to further evidence the foregoing.

Encumbered Property. Borrower irrevocably grants, bargains----------- ------------------- mortgages, sellswarrants, transfersconveys, conveys assigns and assigns pledges to TrusteeTrustee in trust, WITH POWER OF SALE, and grants to Trustee a security interest in, the following property, rights, interests and estates now or in the future owned or held by Xxxxxxxx Borrower (the “"Property”") for the uses and purposes set forth in this Deed of Trust (capitalized terms used in this Section 2.1 and not defined in this Deed of Trust have the meanings ascribed to them in the Uniform Commercial Code):-------- Trust: (i) the Land; (ii) all buildings and improvements located on the Land (the “Improvements”"Improve- ------- ments");; ----- (iii) all right, title and interest Borrower has in and to all easements; rights of way or use, including any rights of ingress in- xxxxx and egress; streets, roads, ways, sidewalks, alleys and passages; strips and gores; sewer rights; water, water rights, water courses, riparian rights and drainage rights; air rights and development rights; oil and mineral rights; and tenements, hereditaments and appurtenances, in each instance adjoining or otherwise appurtenant to or benefiting benefitting the Land or the Improvements; (iv) all rightmaterials intended for construction, title re-construction, alteration or repair of the Improvements, such materials to be deemed included in the Land and interest Xxxxxxxx has in the Improvements immediately on delivery to the Land; all fixtures and to all General Intangibles (including Software) and Goods, related to, personal property that are attached to, contained in or used in connection with the Land or the Improvements (excluding personal property owned by tenants);, including: furniture; furnishings; machinery; motors; elevators; fittings; microwave ovens; refrigerators; office systems and equipment; plumbing, heating, ventilating and air conditioning systems and equipment; maintenance and landscaping equipment; lighting, cooking, laundry, dry cleaning, refrigerating, incinerating and sprinkler systems and equipment; telecommunications systems and equipment; computer or word processing systems and equipment; security systems and equipment; and equipment leases for any of the property described in this subsection (the "Fixtures and Personal Property"); ------------------------------ (v) the interest of Xxxxxxxx, to the extent related to the Land, in all agreements, ground leases, grants of easements or rights-of-way, permits, declarations of covenants, conditions and restrictions, disposition dispo- sition and development agreements, planned unit development agreements, cooperative, condominium or similar ownership or conversion plans, management, leasing, brokerage or parking agreements or other material documents affecting Borrower or the Land, the Improvements or the Fixtures and Personal Property, including the documents described on Exhibit D but expressly excluding the Leases (the “"Property -------- Documents”");; --------- (vi) all Inventory inventory (including all goods, merchandise, raw materials, incidentals, office supplies and packaging materials) held for sale, lease or resale or furnished or to be furnished under contracts of service, or used or consumed in the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, and all Documents documents of title evidencing any part of any of the foregoingforegoing and all returned or repossessed goods arising from or relating to any sale or disposition of inventory; (vii) all Accountsintangible personal property relating to the Land, Documentsthe Improve- ments or the Fixtures and Personal Property, Goodsincluding choses in action and causes of action (except those personal to Borrower), Instrumentscorporate and other business records, inventions, designs, promotional materials, blueprints, plans, specifications, patents, patent applications, trademarks, trade names, trade secrets, goodwill, copyrights, registrations, licenses, franchises, claims for refunds or rebates of taxes, insurance surpluses, refunds or rebates of taxes and any letter of credit, guarantee, claim, security interest or other security held by or granted to Borrower to secure payment by an account debtor of any of the accounts of Borrower arising out of the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, and documents covering all of the foregoing; all accounts, accounts receivable, documents, in- struments, money, Deposit Accountsdeposit accounts, Chattel Paperfunds deposited in accounts estab- lished with a bank, Letter-of-Credit Rightssavings and loan association, Investment Propertytrust company or other financial institution in connection with the ownership, General Intangibles use or operation of the Land, the Improvements or the Fixtures and Supporting Obligations relating to the Personal Property, including all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments together with interest thereon, if any (the “Accumulations”)reserve accounts or escrow accounts, and all deposits for reserves held from time to time by Xxxxxx’s pledge agent in accordance with investments of the Reserve and Security Agreements described in the Section entitled “Reserves” funds and all accounts established to maintain the deposits together with investments thereof and interest thereonother general intangibles; (viii) all awards and other compensation paid after the date of this Deed of Trust for any Condemnation (the “"Condemnation Awards”");; ------------------- (ix) all proceeds of and all unearned premiums on the Policies arising from or relating to the Property (the “"Insurance Proceeds”");; ------------------ (x) all right, title and interest of Borrower in all licenses, certificates of occupancy, contracts, management agreementsagree- ments, operating agreements, operating covenants, franchise agreements, permits and variances relating to the Land, the Improvements or the Fix- tures and Personal Property; (xi) all books, records and other information, wherever located, which are in Borrower’s 's possession, custody or control or to which Borrower is entitled at law or in equity and which are related to the Property, including all computer hardware and software or other equipment used to record, store, manage, manipulate or access the information; (xii) all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments, together with interest thereon, if any (the "Accumulations"), and the account or accounts in which ------------- such deposits are or may be held; (xiii) without limiting the above, all goods, accounts, documents, in- struments, money, deposit accounts, chattel paper and general intangibles, as those terms are defined in the Uniform Commercial Code, in any way relating to any of the property described in this Section (including the design, development, construction, improvement, equipping, furnishing, use, operation, management, occupancy, financing or sale thereof); and (xiixiv) all after-acquired title to or remainder or reversion in any of the Propertyproperty described in this Section; all proceeds (excluding, however, sales or other dispositions of Inventory in the ordinary course of the business of operating the Land or the Improvements), replacements, substitutions, products, accessions and increases, all additions, accessions and extensions to, improvements of and substitutions or replacements for any of such property; all products and all cash and non-cash proceeds, immediate or remote (including proceeds which are goods, equipment, inventory, instruments, chattel paper, documents, accounts, deposit accounts or general intangibles), of any sale or other disposition of any of such property, excluding sales or other dispositions of inventory in the Property described in this Sectionordinary course of the business of operating the Land or the Improvements; and all additional landsxxxxxxxxxx xxxxx, estatesxxxxxxx, interests, rights or other property acquired by Borrower after the date of this Deed of Trust for use in connection with the Land or the and Improvements, all without the need for any additional mortgage, assignment, pledge or conveyance to Lender but Xxxxxxxx Borrower will execute and deliver to Lender, upon Xxxxxx’s Lender's request, any documents reasonably requested by Xxxxxx Lender to further evidence the foregoing.

Encumbered Property. Borrower irrevocably grants, bargainsmortgages, sellswarrants, transfersconveys, conveys assigns and assigns pledges to TrusteeLender, and grants to Lender a security interest in, the following property, rights, interests and estates now or in the future owned or held by Xxxxxxxx Borrower (the “Property”) for the uses and purposes set forth in this Deed of Trust Mortgage forever (capitalized terms used in this Section 2.1 and 2.3 and not defined in this Deed of Trust Mortgage have the meanings ascribed to them in the Uniform Commercial Code): (i) the Land; (ii) all buildings and improvements located on the Land (the “Improvements”);; TIAA Authorization ID # AAA-7346; TIAA Inv. ID # 000553801 Polaris Fashion Place Mortgage 15239260v.7 (iii) all right, title and interest Borrower has in and to all easements; rights of way or use, including any rights of ingress and egress; streets, roads, ways, sidewalks, alleys and passages; strips and gores; sewer rights; water, water rights, water courses, riparian rights and drainage rights; air rights and development rights; oil and mineral rights; and tenements, hereditaments and appurtenances, in each instance adjoining or otherwise appurtenant to or benefiting the Land or the Improvements; (iv) all right, title and interest Xxxxxxxx has in and to all General Intangibles (including Software) and Goods, related to, attached to, contained in or used in connection with the Land or the Improvements (excluding personal property owned by tenants); (v) the interest of Xxxxxxxx, to the extent related to the Land, in all agreements, ground leases, grants of easements or rights-of-way, permits, declarations of covenants, conditions and restrictions, disposition and development agreements, planned unit development agreements, cooperative, condominium or similar ownership or conversion plans, management, leasing, brokerage or parking agreements or other material documents affecting Borrower or the Property, including the documents described on Exhibit D but expressly excluding the Leases (the “Property Documents”); (vi) all Inventory held for sale, lease or resale or furnished or to be furnished under contracts of service, or used or consumed in the ownership, use or operation of the Property, Property and all Documents of title evidencing any part of any of the foregoing; (vii) all Accounts, Documents, Goods, Instruments, money, Deposit Accounts, Chattel Paper, Letter-of-Credit Rights, Investment Property, General Intangibles and Supporting Obligations relating to the Property, including all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments together with interest thereon, if any credited thereon (the “Accumulations”), and all deposits for reserves held from time to time by Xxxxxx’s pledge agent in accordance with the Reserve and Security Agreements described in the Section entitled “Reserves” and all accounts established to maintain the deposits together with investments thereof and interest thereon; (viii) all awards and other compensation paid after the date of this Deed of Trust Mortgage for any Condemnation (the “Condemnation Awards”); (ix) all proceeds of and all unearned premiums on the Policies (the “Insurance Proceeds”); (x) all right, title and interest of Borrower in all licenses, certificates of occupancy, contracts, management agreements, operating agreements, operating covenants, franchise agreements, permits and variances relating to the Property; (xi) all books, records and other information, wherever located, which are in Borrower’s possession, custody or control or to which Borrower is entitled at law or in equity and which are related to the Property, including all computer hardware and software or other equipment used to record, store, manage, manipulate or access the information; and (xii) all after-acquired title to or remainder or reversion in any of the Propertyproperty described in this Section; all proceeds (excluding, however, sales or other dispositions of Inventory in the ordinary course of the business of operating the Land or the Improvements), replacements, substitutions, products, accessions and increases, increases of or for the Property; all additions, accessions TIAA Authorization ID # AAA-7346; TIAA Inv. ID # 000553801 Polaris Fashion Place Mortgage 15239260v.7 and extensions to, improvements of and substitutions or replacements for any of the Property described in this SectionProperty; and all additional lands, estates, interests, rights or other property acquired by Borrower after the date of this Deed of Trust Mortgage for use in connection with the Land or the Improvements, all without the need for any additional mortgage, assignment, pledge or conveyance to Lender but Xxxxxxxx Borrower will execute and deliver to Lender, upon XxxxxxLender’s request, any documents reasonably requested by Xxxxxx Lender to further evidence the foregoing.

Encumbered Property. Borrower irrevocably grants, bargainsmortgages, sellswarrants, transfersconveys, conveys assigns and assigns pledges to TrusteeLender, and grants to Lender a security interest in, the following property, rights, interests and estates to the extent now or in the future owned or held by Xxxxxxxx Borrower (the “Property”"PROPERTY") for the uses and purposes set forth in this Deed Mortgage forever hereby releasing and waiving all rights under and by virtue of Trust (capitalized terms used in this Section 2.1 and not defined in this Deed the homestead exemption laws of Trust have the meanings ascribed to them in the Uniform Commercial Code):State of Illinois: (i) the Land; (ii) all buildings and improvements located on the Land (the “Improvements”"IMPROVEMENTS"); (iii) all right, title and interest Borrower has in and to all easements; rights of way or use, including any rights of ingress and egress; streets, roads, ways, sidewalks, alleys and passages; strips and gores; sewer rights; water, water rights, water courses, riparian rights and drainage rights; air rights and development rights; oil and mineral rights; and tenements, hereditaments and appurtenances, operating agreements, reciprocal easement agreements in each instance adjoining or otherwise appurtenant to or benefiting the Land or the Improvements; (iv) all rightmaterials intended for construction, title re-construction, alteration or repair of the Improvements. such materials to be deemed included in the Land and interest Xxxxxxxx has in the Improvements immediately on delivery to the Land; all fixtures and to all General Intangibles (including Software) and Goods, related to, personal property that are attached to, contained in or used in connection with the Land or the Improvements (excluding personal property owned or leased by tenantstenants or other occupants of the Land or the Improvements), including: furniture; furnishings; machinery; motors; elevators; fittings; microwave ovens; refrigerators; office systems and equipment; plumbing, heating, ventilating and air conditioning systems and equipment; maintenance and landscaping equipment; lighting, cooking, laundry, dry cleaning, refrigerating, incinerating and sprinkler systems and equipment; telecommunications systems and equipment; computer or word processing systems and equipment; and security systems and equipment; and equipment leases for any of the property described in this subsection (the "FIXTURES AND PERSONAL PROPERTY"); (v) the interest of Xxxxxxxx, to the extent related to the Land, in all agreements, ground leases, grants of easements or rights-of-way, permits, declarations of covenants, conditions and restrictions, disposition and development agreements, the purchase and sale agreement by which Borrower acquired the Property (specifically including any indemnity obligations in favor of Borrower contained in any such agreement), planned unit development agreements, cooperative, condominium or similar ownership or conversion plans, management, leasing, brokerage or parking agreements or other material documents affecting Borrower or the Land, the Improvements or the Fixtures and Personal Property, including including, without limitation, the documents described on Exhibit D EXHIBIT E but expressly excluding the Leases (the “Property Documents”"PROPERTY DOCUMENTS"); (vi) all Inventory intangible personal property relating to the Land, the Improvements or the Fixtures and Personal Property, including choses in action and causes of action (except those personal to Borrower and except those owned and or leased by Tenant or any other occupant of the Land or Improvements), corporate and other business records, inventions, designs, promotional materials, blueprints, plans, specifications, patents, patent applications, trademarks, trade names, trade secrets, goodwill, copyrights, registrations, licenses, franchises, claims for refunds or rebates of taxes, insurance surpluses, refunds or rebates of taxes and any letter of credit, guarantee, claim, security interest or other security held for sale, lease by or resale or furnished or granted to be furnished under contracts Borrower to secure payment by an account debtor of service, or used or consumed in any of the accounts of Borrower arising out of the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, and documents covering all Documents of title evidencing any part of any of the foregoing; all accounts, accounts receivable, documents, instruments, money, deposit accounts, funds deposited in accounts of Borrower established with a bank, savings and loan association, trust company or other financial institution in connection with the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, including any reserve accounts or escrow accounts, and all investments of the funds and all other general intangibles; (vii) all Accountsawards and other compensation paid after the date of this Mortgage for any Condemnation (the "CONDEMNATION Awards"); (viii) all proceeds of and all unearned premiums on the Policies (the "INSURANCE PROCEEDS"); (ix) all licenses, Documentscertificates of occupancy, Goodscontracts, Instrumentsmanagement agreements, moneyoperating agreements, Deposit Accountsoperating covenants, Chattel Paperfranchise agreements, Letter-of-Credit Rights, Investment Property, General Intangibles permits and Supporting Obligations variances relating to the Land, the Improvements or the Fixtures and Personal Property; (x) all books, records and other information, wherever located, which are in Borrower's possession, custody or control or to which Borrower is entitled at law or in equity and which are related to Borrower's business at the Property, including all computer or other equipment used to record, store, manage, manipulate or access the information (the "BOOKS AND Records"); (xi) all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments together with interest thereon, if any (the “Accumulations”"ACCUMULATIONS"), and all deposits for reserves held from time to time by Xxxxxx’s pledge agent in accordance with the Reserve and Security Agreements described in the Section entitled “Reserves” and all accounts established to maintain the deposits together with investments thereof and interest thereon; (viii) all awards and other compensation paid after the date of this Deed of Trust for any Condemnation (the “Condemnation Awards”); (ix) all proceeds of and all unearned premiums on the Policies (the “Insurance Proceeds”); (x) all right, title and interest of Borrower in all licenses, certificates of occupancy, contracts, management agreements, operating agreements, operating covenants, franchise agreements, permits and variances relating to the Property; (xi) all books, records and other information, wherever located, which are in Borrower’s possession, custody or control or to which Borrower is entitled at law or in equity and which are related to the Property, including all computer hardware and software or other equipment used to record, store, manage, manipulate or access the information; and (xii) all after-acquired title to or remainder or reversion in any of the Propertyproperty described in this Section; all proceeds (excluding, however, sales or other dispositions of Inventory in the ordinary course of the business of operating the Land or the Improvements), replacements, substitutions, products, accessions and increases, all additions, accessions and extensions to, improvements of and substitutions or replacements for any of such property; all products and all cash and non-cash proceeds, immediate or remote, of any sale or other disposition of any of such property, excluding sales or other dispositions of inventory in the Property described in this Sectionordinary course of the business of operating the Land and the Improvements; and all additional lands, estates, interests, rights or other property acquired by Borrower after the date of this Deed of Trust Mortgage for use in connection with the Land or the ImprovementsImprovement, all without the need for any additional mortgage, assignment, pledge or conveyance to Lender but Xxxxxxxx Borrower will execute and deliver to Lender, upon Xxxxxx’s Lender's request, any documents reasonably requested by Xxxxxx Lender to further evidence the foregoing. Notwithstanding the foregoing, the Lender recognizes that the personal property necessary to operate the building as a health and fitness center, including but not limited to all fitness equipment, computer and telecommunications equipment and other related equipment, is not the property of Borrower, but rather Borrower's tenant, and accordingly, Lender shall have no security interest in such personal property.

Encumbered Property. Borrower irrevocably grantsBORROWER HEREBY GRANTS, bargainsBARGAINS, sellsSELLS, transfersWARRANTS, conveys and assigns to TrusteeCONVEYS, the following propertyTRANSFERS AND ASSIGNS TO THE TRUSTEE AND ITS SUCCESSORS IN TRUST FOREVER WITH POWER OF SALE FOR THE BENEFIT OF THE LENDER, rightsAND THE BORROWER GRANTS TO THE LENDER A CONTINUING SECURITY INTEREST IN, interests and estates now or in the future owned or held by Xxxxxxxx THE FOLLOWING PROPERTY, RIGHTS, INTERESTS AND ESTATES NOW OR IN THE FUTURE OWNED OR HELD BY BORROWER (the “Property”THE "PROPERTY") for the uses and purposes set forth in this Deed of Trust FOR THE USES AND PURPOSES SET FORTH IN THIS DEED OF TRUST FOREVER (capitalized terms used in this Section 2.1 and not defined in this Deed of Trust have the meanings ascribed to them in the Uniform Commercial Code): (i) the Land; (ii) all buildings and improvements located on the Land (the “"Improvements”"); (iii) all right, title and interest Borrower has in and to all easements; rights of way or use, including any rights of ingress and egress; streets, roads, ways, sidewalks, alleys and passages; strips and gores; sewer rights; water, water rights, water courses, riparian rights and drainage rights; air rights and development rights; oil and mineral rights; and tenements, hereditaments and appurtenances, in each instance adjoining or otherwise appurtenant to or benefiting the Land or the Improvements; (iv) all right, title and interest Xxxxxxxx has in and to all General Intangibles (including Software) and Goods, related to, attached to, contained in or used solely in connection with the Land or the Improvements (excluding personal property owned by tenants); (v) the interest of Xxxxxxxx, to the extent related to the Land, in all agreements, ground leases, grants of easements or rights-of-way, permits, declarations of covenants, conditions and restrictions, disposition and development agreements, planned unit development agreements, cooperative, condominium or similar ownership or conversion plans, management, leasing, brokerage or parking agreements or other material documents affecting Borrower or Borrower's interest in the Property, including the documents described on Exhibit D but expressly excluding the Leases (the “"Property Documents”"); (vi) all Inventory held for sale, lease or resale or furnished or to be furnished under contracts of service, or used or consumed in the ownership, use or operation of the Property, and all Documents of title evidencing any part of any of the foregoing; (vii) all Accounts, Documents, Goods, Instruments, money, Deposit Accounts, Chattel Paper, Letter-of-Credit Rights, Investment Property, General Intangibles and Supporting Obligations relating to the Property, including all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments together with interest thereon, if any (the “"Accumulations”"), and all deposits for reserves held from time to time by Xxxxxx’s pledge agent in accordance with the Reserve and Security Agreements described in the Section entitled “Reserves” and all accounts established to maintain the deposits together with investments thereof and interest thereon; (viii) all awards and other compensation paid after the date of this Deed of Trust for any Condemnation (the “"Condemnation Awards”"); (ix) all proceeds of and all unearned premiums on the Policies (the “"Insurance Proceeds”"); (x) all right, title and interest of Borrower in all licenses, certificates of occupancy, contracts, management agreements, operating agreements, operating covenants, franchise agreements, permits and variances relating to the Property; (xi) all books, records and other information, wherever located, which are in Borrower’s 's possession, custody or control or to which Borrower is entitled at law or in equity and which are related to the extent such items relate to the Property, including all computer hardware and software or other equipment used to record, store, manage, manipulate or access the information; and (xii) all after-acquired title to or remainder or reversion in any of the Propertyproperty described in this Section; all proceeds (excluding, however, sales or other dispositions of Inventory in the ordinary course of the business of operating the Land or the Improvements), replacements, substitutions, products, accessions and increasesincreases of or for the Property, all additions, accessions and extensions to, improvements of and substitutions or replacements for any of the Property described in this SectionProperty; and all additional lands, estates, interests, rights or other property acquired by Borrower after the date of this Deed of Trust for use in connection with the Land or the Improvements, all without the need for any additional mortgage, assignment, pledge or conveyance to Lender but Xxxxxxxx Borrower will execute and deliver to Lender, upon Xxxxxx’s Lender's request, any documents reasonably requested by Xxxxxx Lender to further evidence the foregoing.

Encumbered Property. Borrower irrevocably grants, bargainsmortgages, sellswarrants, transfersconveys, conveys assigns and assigns pledges to TrusteeLender, and grants to Lender a security interest in, the following property, rights, interests and estates to the extent now or in the future owned or held by Xxxxxxxx Borrower (the “Property”"PROPERTY") for the uses and purposes set forth in this Deed of Trust (capitalized terms used in this Section 2.1 and not defined in this Deed of Trust have the meanings ascribed to them in the Uniform Commercial Code):Mortgage forever: (i) the Land; (ii) all buildings and improvements located on the Land (the “Improvements”"IMPROVEMENTS"); (iii) all right, title and interest Borrower has in and to all easements; rights of way or use, including any rights of ingress and egress; streets, roads, ways, sidewalks, alleys and passages; strips and gores; sewer rights; water, water rights, water courses, riparian rights and drainage rights; air rights and development rights; oil and mineral rights; and tenements, hereditaments and appurtenances, operating agreements, reciprocal easement agreements in each instance adjoining or otherwise appurtenant to or benefiting benefitting the Land or the Improvements; (iv) all rightmaterials intended for construction, title re-construction, alteration or repair of the Improvements, such materials to be deemed included in the Land and interest Xxxxxxxx has in the Improvements immediately on delivery to the Land; all fixtures and to all General Intangibles (including Software) and Goods, related to, personal property that are attached to, contained in or used in connection with the Land or the Improvements (excluding personal property owned or leased by tenantstenants or other occupants of the Land or the Improvements), including: furniture; furnishings; machinery; motors; elevators; fittings; microwave ovens; refrigerators; office systems and equipment; plumbing, heating, ventilating and air conditioning systems and equipment; maintenance and landscaping equipment; lighting, cooking, laundry, dry cleaning, refrigerating, incinerating and sprinkler systems and equipment; telecommunications systems and equipment; computer or word processing systems and equipment; and security systems and equipment; and equipment leases for any of the property described in this subsection (the "FIXTURES AND PERSONAL PROPERTY"); (v) the interest of Xxxxxxxx, to the extent related to the Land, in all agreements, ground leases, grants of easements or rights-of-way, permits, declarations of covenants, conditions and restrictions, disposition and development agreements, the purchase and sale agreement by which Borrower acquired the Property (specifically including any indemnity obligations in favor of Borrower contained in any such agreement), planned unit development agreements, cooperative, condominium or similar ownership or conversion plans, management, leasing, brokerage or parking agreements or other material documents affecting Borrower or the Land, the Improvements or the Fixtures and Personal Property, including including, without limitation, the documents described on Exhibit D EXHIBIT E but expressly excluding the Leases (the “Property Documents”"PROPERTY DOCUMENTS"); (vi) all Inventory intangible personal property relating to the Land, the Improvements or the Fixtures and Personal Property, including choses in action and causes of action (except those personal to Borrower and except those owned and or leased by Tenant or any other occupant of the Land or Improvements), corporate and other business records, inventions, designs, promotional materials, blueprints, plans, specifications, patents, patent applications, trademarks, trade names, trade secrets, goodwill, copyrights, registrations, licenses, franchises, claims for refunds or rebates of taxes, insurance surpluses, refunds or rebates of taxes and any letter of credit, guarantee, claim, security interest or other security held for sale, lease by or resale or furnished or granted to be furnished under contracts Borrower to secure payment by an account debtor of service, or used or consumed in any of the accounts of Borrower arising out of the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, and documents covering all Documents of title evidencing any part of any of the foregoing; all accounts, accounts receivable, documents, instruments, money, deposit accounts, funds deposited in accounts of Borrower established with a bank, savings and loan association, trust company or other financial institution in connection with the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, including any reserve accounts or escrow accounts, and all investments of the funds and all other general intangibles; (vii) all Accountsawards and other compensation paid after the date of this Mortgage for any Condemnation (the "CONDEMNATION AWARDS"); (viii) all proceeds of and all unearned premiums on the Policies (the "INSURANCE PROCEEDS"); (ix) all licenses, Documentscertificates of occupancy, Goodscontracts, Instrumentsmanagement agreements, moneyoperating agreements, Deposit Accountsoperating covenants, Chattel Paperfranchise agreements, Letter-of-Credit Rights, Investment Property, General Intangibles permits and Supporting Obligations variances relating to the Land, the Improvements or the Fixtures and Personal Property; (x) all books, records and other information, wherever located, which are in Borrower's possession, custody or control or to which Borrower is entitled at law or in equity and which are related to Borrower's business at the Property, including all computer or other equipment used to record, store, manage, manipulate or access the information (the "BOOKS AND RECORDS"); (xi) all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments together with interest thereon, if any (the “Accumulations”"ACCUMULATIONS"), and all deposits for reserves held from time to time by Xxxxxx’s pledge agent in accordance with the Reserve and Security Agreements described in the Section entitled “Reserves” and all accounts established to maintain the deposits together with investments thereof and interest thereon; (viii) all awards and other compensation paid after the date of this Deed of Trust for any Condemnation (the “Condemnation Awards”); (ix) all proceeds of and all unearned premiums on the Policies (the “Insurance Proceeds”); (x) all right, title and interest of Borrower in all licenses, certificates of occupancy, contracts, management agreements, operating agreements, operating covenants, franchise agreements, permits and variances relating to the Property; (xi) all books, records and other information, wherever located, which are in Borrower’s possession, custody or control or to which Borrower is entitled at law or in equity and which are related to the Property, including all computer hardware and software or other equipment used to record, store, manage, manipulate or access the information; and (xii) all after-acquired title to or remainder or reversion in any of the Propertyproperty described in this Section; all proceeds (excluding, however, sales or other dispositions of Inventory in the ordinary course of the business of operating the Land or the Improvements), replacements, substitutions, products, accessions and increases, all additions, accessions and extensions to, improvements of and substitutions or replacements for any of such property; all products and all cash and non-cash proceeds, immediate or remote, of any sale or other disposition of any of such property, excluding sales or other dispositions of inventory in the Property described in this Sectionordinary course of the business of operating the Land and the Improvements; and all additional lands, estates, interests, rights or other property acquired by Borrower after the date of this Deed of Trust Mortgage for use in connection with the Land or the ImprovementsImprovement, all without the need for any additional mortgage, assignment, pledge or conveyance to Lender but Xxxxxxxx Borrower will execute and deliver to Lender, upon Xxxxxx’s Lender's request, any documents reasonably requested by Xxxxxx Lender to further evidence the foregoing. Notwithstanding the foregoing, the Lender recognizes that the personal property necessary to operate the building as a health and fitness center, including but not limited to all fitness equipment, computer and telecommunications equipment and other related equipment, is not the property of Borrower, but rather Borrower's tenant, and accordingly, Lender shall have no security interest in such personal property.

Encumbered Property. Borrower irrevocably grants, bargainsmortgages, sellswarrants, transfersconveys, conveys assigns and assigns pledges to TrusteeLender, and grants to Lender a security interest in, the following property, rights, interests and estates now or in the future owned or held by Xxxxxxxx Borrower (the “Property”) for the uses and purposes set forth in this Deed Mortgage forever hereby releasing and waiving all rights under and by virtue of Trust the homestead exemption laws of the State of Illinois (capitalized terms used in this Section 2.1 and not defined in this Deed of Trust Mortgage have the meanings ascribed to them in the Uniform Commercial Code):). (i) the Land; (ii) all buildings and improvements located on the Land (the “Improvements”); (iii) all right, title and interest Borrower has in and to all easements; rights of way or use, including any rights of ingress and egress; streets, roads, ways, sidewalks, alleys and passages; strips and gores; sewer rights; water, water rights, water courses, riparian rights and drainage rights; air rights and development rights; oil and mineral rights; and tenements, hereditaments and appurtenances, in each instance adjoining or otherwise appurtenant to or benefiting benefitting the Land or the Improvements; (iv) all right, title and interest Xxxxxxxx has in and to all General Intangibles (including Software) and Goods, related toincluding Fixtures, Equipment and Consumer Goods attached to, contained in or used in connection with the Land or the Improvements (excluding personal property owned by tenants) (the “Fixtures and Personal Property”); (v) the interest of Xxxxxxxx, to the extent related to the Land, in all agreements, ground leases, grants of easements or rights-of-way, permits, declarations of covenants, conditions and restrictions, disposition and development agreements, planned unit development agreements, cooperative, condominium or similar ownership or conversion plans, management, leasing, brokerage or parking agreements or other material documents affecting Borrower or the Land, the Improvements or the Fixtures and Personal Property, including the documents described on Exhibit D but expressly excluding the Leases (the “Property Documents”); (vi) all Inventory held for sale, lease or resale or furnished or to be furnished under contracts of service, or used or consumed in the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, and all Documents of title evidencing any part of any of the foregoing; (vii) all Accounts, Documents, Goods, Instruments, money, Deposit Accounts, Chattel Paper, Letter-of-Credit Rights, Investment Property, General Intangibles and Supporting Obligations relating to the Property, including all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments together with interest thereon, if any (the “Accumulations”), ) and all deposits for reserves held from time to time by XxxxxxLender’s pledge agent in accordance with the Leasing Reserve and Security Agreements Agreement and the Outstanding Tenant Improvement Pledge and Security Agreement described in the Section entitled “Reserves” and all accounts established to maintain the deposits together with investments thereof and interest thereon;, (viii) all awards and other compensation paid after the date of this Deed of Trust Mortgage for any Condemnation (the “Condemnation Awards”); (ix) all proceeds of and all unearned premiums on the Policies (the “Insurance Proceeds”); (x) all right, title and interest of Borrower in all licenses, certificates of occupancy, contracts, management agreements, operating agreements, operating covenants, franchise agreements, permits and variances relating to the Land, the Improvements or the Fixtures and Personal Property; (xi) all books, records and other information, wherever located, which are in Borrower’s possession, custody or control or to which Borrower is entitled at law or in equity and which are related to the Property, including all computer hardware and software or other equipment used to record, store, manage, manipulate or access the information; and; (xii) all after-acquired title to or remainder or reversion in any of the Propertyproperty described in this Section; all proceeds Proceeds (excluding, however, sales or other dispositions of Inventory in the ordinary course of the business of operating the Land or the Improvements), replacements, substitutions, products, accessions and increasesincreases within any one or more of the following types of collateral: Goods, Equipment, Inventory, Instruments, Investment Property, Chattel Paper, Letter-of-Credit Rights, Documents, Accounts or General Intangibles, all additions, accessions and extensions to, improvements of and substitutions or replacements for any of the Property described in this Section; and all additional landsxxxxxxxxxx xxxxx, estatesxxxxxxx, interests, rights or other property acquired by Borrower after the date of this Deed of Trust Mortgage for use in connection with the Land or the Improvements, all without the need for any additional mortgage, assignment, pledge or conveyance to Lender but Xxxxxxxx Borrower will execute and deliver to Lender, upon XxxxxxLender’s request, any documents reasonably requested by Xxxxxx Lender to further evidence the foregoing.

Encumbered Property. Borrower Grantor irrevocably grants, bargainsmortgages, sellswarrants, transfersconveys, conveys assigns and assigns pledges to TrusteeTrustees, in trust, WITH POWER OF SALE and the right of entry and possession, and grants to Trustees a security interest in, the following property, rights, interests and estates now or in the future owned or held by Xxxxxxxx Grantor (the “Property”"PROPERTY") for the uses and purposes set forth in this Deed of Trust (capitalized terms used in this Section 2.1 and not defined in this Deed of Trust have the meanings ascribed to them in the Uniform Commercial Code):forever: (i) the Land; (ii) all buildings and improvements located on the Land (the “Improvements”"IMPROVEMENTS"); (iii) all right, title and interest Borrower has in and to all easements; rights of way or use, including any rights of ingress and egress; streets, roads, ways, sidewalks, alleys and passages; strips and gores; sewer rights; water, water rights, water courses, riparian rights and drainage rights; air rights and development rights; oil and mineral rights; and tenements, hereditaments and appurtenances, in each instance adjoining or otherwise appurtenant to or benefiting benefitting the Land or the Improvements; (iv) all rightmaterials intended for construction, title re-construction, alteration or repair of the Improvements, such materials to be deemed included in the Land and interest Xxxxxxxx has in the Improvements immediately on delivery to the Land; all fixtures and to all General Intangibles (including Software) and Goods, related to, personal property that are attached to, contained in or used in connection with the Land or the Improvements (excluding personal property owned by tenantstenants and excluding removable fixtures and appurtenances), including: furniture; furnishings; machinery; motors; elevators; fittings; microwave ovens; refrigerators; office systems and equipment; plumbing, heating, ventilating and air conditioning systems and equipment; maintenance and landscaping equipment; lighting, cooking, laundry, dry cleaning, refrigerating, incinerating and sprinkler systems and equipment; telecommunications systems and equipment; computer or word processing systems and equipment; security systems and equipment; and equipment leases for any of the property described in this subsection (the "FIXTURES AND PERSONAL PROPERTY"); (v) the interest of Xxxxxxxx, to the extent related to the Land, in all agreements, ground leases, grants of easements or rights-of-way, permits, declarations of covenants, conditions and restrictions, disposition and development agreements, planned unit development agreements, cooperative, condominium or similar ownership or conversion plans, management, leasing, brokerage or parking agreements or other material documents affecting Borrower of the Land, the Improvements or the Fixtures and Personal Property, including the documents described on Exhibit in EXHIBIT D but expressly excluding the Leases (the “Property Documents”"PROPERTY DOCUMENTS"); (vi) all Inventory inventory (including all goods, merchandise, raw materials, incidentals, office supplies and packaging materials) held for sale, lease or resale or furnished or to be furnished under contracts of service, or used or consumed in the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, and all Documents documents of title evidencing any part of any of the foregoingforegoing and all returned or repossessed goods arising from or relating to any sale or disposition of inventory; (vii) all Accountsintangible personal property relating to the Land, Documentsthe Improvements or the Fixtures and Personal Property, Goodsincluding choses in action and causes of action (except those personal to Grantor), Instrumentscorporate and other business records, inventions, designs, promotional materials, blueprints, plans, specifications, patents, patent applications, trademarks, trade names, trade secrets, goodwill, copyrights, registrations, licenses, franchises, claims for refunds or rebates of taxes, insurance surpluses, refunds or rebates of taxes and any letter of credit, guarantee, claim, security interest or other security held by or granted to Grantor to secure payment by an account debtor of any of the accounts of Grantor arising out of the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, and documents covering all of the foregoing; all accounts, accounts receivable, documents, instruments, money, Deposit Accountsdeposit accounts, Chattel Paperfunds deposited in accounts established with a bank, Letter-of-Credit Rightssavings and loan association, Investment trust company or other financial institution in connection with the ownership, use or operation of the Property, General Intangibles including any reserve accounts or escrow accounts, and Supporting Obligations all investments of the funds and all other general intangibles; (viii) all awards and other compensation paid after the date of this Deed of Trust for any Condemnation (the "CONDEMNATION AWARDS"); (ix) all proceeds of and all unearned premiums on the Policies (the "INSURANCE PROCEEDS"); (x) all licenses, certificates of occupancy, contracts, management agreements, operating agreements, operating covenants, franchise agreements, permits and variances relating to the Land, the Improvements or the Fixtures and Personal Property; (xi) all books, records and other information, wherever located, which are in Borrower's possession, custody or control or to which Grantor is entitled at law or in equity and which are related to the Property, including all computer or other equipment used to record, store, manage, manipulate or access the information; (xii) all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments together with interest thereon, if any (the “Accumulations”), and all deposits for reserves held from time to time by Xxxxxx’s pledge agent in accordance with the Reserve and Security Agreements described in the Section entitled “Reserves” and all accounts established to maintain the deposits together with investments thereof and interest thereon; (viii) all awards and other compensation paid after the date of this Deed of Trust for any Condemnation (the “Condemnation Awards”"ACCUMULATIONS"); (ix) all proceeds of and all unearned premiums on the Policies (the “Insurance Proceeds”); (x) all right, title and interest of Borrower in all licenses, certificates of occupancy, contracts, management agreements, operating agreements, operating covenants, franchise agreements, permits and variances relating to the Property; (xi) all books, records and other information, wherever located, which are in Borrower’s possession, custody or control or to which Borrower is entitled at law or in equity and which are related to the Property, including all computer hardware and software or other equipment used to record, store, manage, manipulate or access the information; and (xiixiii) all after-acquired title to or remainder or reversion in any of the Propertyproperty described in this Section; all proceeds (excluding, however, sales or other dispositions of Inventory in the ordinary course of the business of operating the Land or the Improvements), replacements, substitutions, products, accessions and increases, all additions, accessions and extensions to, improvements of and substitutions or replacements for any of such property; all products and all cash and non-cash proceeds, immediate or remote, of any sale or other disposition of any of such property, excluding sales or other dispositions of inventory in the Property described in this Sectionordinary course of the business of operating the Land or the Improvements; and all additional landsxxxxxxxxxx xxxxx, estatesxxxxxxx, interests, rights or other property acquired by Borrower Grantor after the date of this Deed of Trust for use in connection with the Land or the and Improvements, all without the need for any additional mortgage, assignment, pledge or conveyance to Lender but Xxxxxxxx Grantor will execute and deliver to Lender, upon Xxxxxx’s Lender's request, any documents reasonably requested by Xxxxxx Lender to further evidence the foregoing; and (xiv) all deposits for reserves held from time to time by an escrow holder in accordance with the Pledge and Security Agreement described in the Section entitled "RESERVES" and all accounts established to maintain the deposits together with investments thereof and interest thereon.

Encumbered Property. Borrower irrevocably grants, bargainsmortgages, sellswarrants, transfersconveys, conveys assigns and assigns pledges to TrusteeLender, and grants to Lender a security interest in, the following property, rights, interests and estates now or in the future owned or held by Xxxxxxxx Borrower (the “Property”) for the uses and purposes set forth in this Deed Mortgage forever hereby releasing and waiving all rights under and by virtue of Trust the homestead exemption laws of the State of Illinois (capitalized terms used in this Section 2.1 and not defined in this Deed of Trust Mortgage have the meanings ascribed to them in the Uniform Commercial Code):). (i) the Land; (ii) all buildings and improvements located on the Land (the “Improvements”); (iii) all right, title and interest Borrower has in and to all easements; rights of way or use, including any rights of ingress and egress; streets, roads, ways, sidewalks, alleys and passages; strips and gores; sewer rights; water, water rights, water courses, riparian rights and drainage rights; air rights and development rights; oil and mineral rights; and tenements, hereditaments and appurtenances, in each instance adjoining or otherwise appurtenant to or benefiting benefitting the Land or the Improvements; (iv) all right, title and interest Xxxxxxxx has in and to all General Intangibles (including Software) and Goods, related toincluding Fixtures, Equipment and Consumer Goods attached to, contained in or used in connection with the Land or the Improvements (excluding personal property owned by tenants) (the “Fixtures and Personal Property”); (v) the interest of Xxxxxxxx, to the extent related to the Land, in all agreements, ground leases, grants of easements or rights-of-way, permits, declarations of covenants, conditions and restrictions, disposition and development agreements, planned unit development agreements, cooperative, condominium or similar ownership or conversion plans, management, leasing, brokerage or parking agreements or other material documents affecting Borrower or the Land, the Improvements or the Fixtures and Personal Property, including the documents described on Exhibit D but expressly excluding the Leases (the “Property Documents”); (vi) all Inventory held for sale, lease or resale or furnished or to be furnished under contracts of service, or used or consumed in the ownership, use or operation of the Land, the Improvements or the Fixtures and Personal Property, and all Documents of title evidencing any part of any of the foregoing; (vii) all Accounts, Documents, Goods, Instruments, money, Deposit Accounts, Chattel Paper, Letter-of-Credit Rights, Investment Property, General Intangibles and Supporting Obligations relating to the Property, including all deposits held from time to time by the Accumulations Depositary to provide reserves for Taxes and Assessments together with interest thereon, if any (the “Accumulations”), ) and all deposits for reserves held from time to time by XxxxxxLender’s pledge agent in accordance with the Leasing Reserve and Security Agreements Agreement and the Outstanding Tenant Improvement Pledge and Security Agreement described in the Section entitled “Reserves” and all accounts established to maintain the deposits together with investments thereof and interest thereon;, (viii) all awards and other compensation paid after the date of this Deed of Trust Mortgage for any Condemnation (the “Condemnation Awards”); (ix) all proceeds of and all unearned premiums on the Policies (the “Insurance Proceeds”); (x) all right, title and interest of Borrower in all licenses, certificates of occupancy, contracts, management agreements, operating agreements, operating covenants, franchise agreements, permits and variances relating to the Land, the Improvements or the Fixtures and Personal Property; (xi) all books, records and other information, wherever located, which are in Borrower’s possession, custody or control or to which Borrower is entitled at law or in equity and which are related to the Property, including all computer hardware and software or other equipment used to record, store, manage, manipulate or access the information; and; (xii) all building permits, certificates of occupancy and other assignable governmental permits, licenses and authorizations, including, without limitation, all state, county and local occupancy certificates, and other licenses, in any way applicable to the Land and Improvements or any part thereof or to the development, construction, ownership, use, occupancy, operation, maintenance, and leasing of the Land and Improvements; (xiii) all plans and specifications relating to the development and construction of the Improvements; (xiv) all after-acquired title to or remainder or reversion in any of the Propertyproperty described in this Section; all proceeds Proceeds (excluding, however, sales or other dispositions of Inventory in the ordinary course of the business of operating the Land or the Improvements), replacements, substitutions, products, accessions and increasesincreases within any one or more of the following types of collateral: Goods, Equipment, Inventory, Instruments, Investment Property, Chattel Paper, Letter-of-Credit Rights, Documents, Accounts or General Intangibles, all additions, accessions and extensions to, improvements of and substitutions or replacements for any of the Property described in this Section; and all additional landsxxxxxxxxxx xxxxx, estatesxxxxxxx, interests, rights or other property acquired by Borrower after the date of this Deed of Trust Mortgage for use in connection with the Land or the Improvements, all without the need for any additional mortgage, assignment, pledge or conveyance to Lender but Xxxxxxxx Borrower will execute and deliver to Lender, upon XxxxxxLender’s request, any documents reasonably requested by Xxxxxx Lender to further evidence the foregoing.