TO SECURE. The payment and performance by the Mortgagor of all of its obligations, covenants and duties, including, but not limited to, obligations to make payment of all principal, interest (including any interest that accrues after the filing of a petition of the type referred to in Sections 501(7) and 501(8) of the Indenture) fees, expenses and other amounts payable under the Guarantee, this Mortgage, the Indenture and any other Security Document, including all amounts that constitute part of such obligations and would be owed by the Company, Holdings or the Mortgagor to the Mortgagee but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company, Holdings or the Mortgagor, (all of such obligations, covenants and duties referred to in this paragraph being called, collectively, the "Liabilities"). The Mortgagor hereby grants to the Mortgagee on behalf of the Mortgagee and of the Holders, a security interest in, and the Mortgagor hereby mortgages to the Mortgagee on its own behalf and on behalf of the Holders, all of its estate, right, title and interest in, to and under, or derived from, the following property: The Land, together with all right, title and interest of the Mortgagor now owned or hereafter acquired, if any, in and to the streets, the land lying in the bed of any ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, alleys, passages and sidewalks; and all reversionary rights with respect to the vacation of said ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, alleys, passages and sidewalks, open or proposed, in front of, adjoining or abutting the Land to the center line thereof and any air spaces thereover and all and singular the reversions or remainders in and to the Land and the tenements, hereditaments, easements (in gross and/or appurtenant), rights-of-way or use, rights (including alley, drainage, crop, timber, agricultural, horticultural, mineral, water, ditch, reservoir, oil and gas rights), privileges, royalties and appurtenances to the Land, now or hereafter belonging or in anywise appertaining thereto, including any such estate, right, title, interest in, to or under any agreement or right granting, conveying or creating, for the benefit of the Land, any easement, right or license in any way affecting the said property and other property and in, to or under any streets, ways, alleys, vaults, gores or strips of land adjoining the Land and or any parcel thereof, or in or to the air space over the Land, and all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, and all claims or demands of the Mortgagor, either at law or in equity, in possession or expectancy, of, in or to the same; TOGETHER WITH all right, title and interest of the Mortgagor to the Easement, any interest in any fee, greater or lesser title to the Easement that Mortgagor may own or hereafter acquire and all credits, deposits, options, privileges and rights of Mortgagor under the Easement and the Easement Ordinance (including all rights of use, occupancy and enjoyment) and under any amendments, supplements, extensions, renewals, restatements, replacements and modifications thereof (including, without limitation, (i) the right to give consents, (ii) the right to receive moneys payable to Mortgagor, (iii) the right, if any, to purchase the real property subject to the Easement and (iv) the right to terminate or modify the Easement); TOGETHER WITH all right, title and interest of the Mortgagor to the interests granted to the Mortgagor by Atlantic City pursuant to that certain Ordinance of Atlantic City of Atlantic City, New Jersey, No. 70, dated August 1, 1986; TOGETHER WITH all buildings, structures, facilities and other improvements now or hereafter located on the Land or the Easement, including, without limitation, the Sands and all building material, building equipment, supplies and fixtures of every kind and nature now or hereafter located on the Land or the Easement or attached to, or contained in any such buildings, structures or facilities including, without limitation, all of the same which may be or become a part of the Sands, and all additions thereto and betterments, renewals, substitutions and replacements thereof, in each case only to the extent the same is both: (i) owned by the Mortgagor or in which the Mortgagor has or shall acquire an interest and (ii) now or hereafter located on the Land or the Easement (all of the foregoing hereinafter collectively called the "Improvements") (the Land and the Easement together with the Improvements are hereinafter collectively referred to as the "Premises"); TOGETHER WITH all machinery, apparatus, equipment, materials, fittings, fixtures and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof, owned by the Mortgagor or in which the Mortgagor has or shall acquire an interest, to the extent that the same are now or hereafter located on, attached to or contained in the Premises or placed on any part thereof, though not attached thereto (including, without limitation, the elevated, enclosed and motorized pedestrian walkway currently constructed upon the Easement (the "People-Mover") and the equipment, fittings, materials and all appurtenances and additions thereto and betterments, renewals, substitutions, replacements, proceeds and products thereof, which are incorporated in, or a part of or are necessary for the operation of the People-Mover (all of the foregoing; including the People-Mover, hereinafter collectively called the "Fixtures"; the Premises and the Fixtures together being collectively referred to as the "Mortgaged Premises"), including, without limitation, any of the foregoing that constitute heating, lighting, plumbing, ventilating, air conditioning, refrigerating, gas, steam, electrical, incinerating and/or compacting plants, systems, fixtures and equipment, security systems, elevators, escalators, hoists, cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, loading and unloading apparatus, landscaping, motors, machinery, pipes, ducts, conduits, dynamos, engines, compressors, generators, boilers, furnaces, pumps, tanks, appliances, equipment, shops, girders, beams, fittings and fixtures; the Mortgagee shall have, in addition to all rights and remedies provided in the Indenture, the Security Agreement, dated as of the date hereof, made by the Mortgagor to the Mortgagee (the "Security Agreement"), the Collateral Assignment of Leases, dated as of the date hereof, made by the Mortgagor to the Mortgagee, this Mortgage and any other agreements, commitments and undertakings made by the Mortgagor to the Mortgagee, all of the rights and remedies of a "secured party" under said Uniform Commercial Code. If the Lien of this Mortgage is subject to a security interest covering any property described in this paragraph, then all of the right, title and interest of the Mortgagor in and to any and all such property is hereby assigned to the Mortgagee, together with the benefits of all deposits and payments now or hereafter made thereon by or on behalf of the Mortgagor; TOGETHER WITH all of the Mortgagor's interest in the leases, subleases, lettings and licenses of, and all other contracts and agreements affecting, the Land, the Easement, the Improvements and the Fixtures, or any part thereof, now or hereafter entered into, and all modifications, supplements, additions, extensions, renewals and replacements thereof, and all right, title and interest of the Mortgagor thereunder, including cash and securities deposited thereunder as security the right to receive and collect the rents, additional rents, increases in rents, security deposits, advance rents, income, proceeds, earnings, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions thereof, and any other benefits derived or to be derived therefrom, including, without limitation, any security deposits made by the Space Tenants (as hereinafter defined), and the right to apply the same to the payment of the Liabilities subject to the terms and provisions of this Mortgage; TOGETHER WITH all other property, of every kind and nature, which may from time to time be subjected to the Lien hereof by the Mortgagor through a supplement to this Mortgage or by anyone on its behalf or with its consent, or which may come into the possession of or be subject to the control of the Mortgagee pursuant to this Mortgage; TOGETHER WITH all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by the Mortgagor with respect to the Mortgaged Premises, and the Mortgagor's interest in and to all proceeds of the conversion and the interest payable thereon, voluntary or involuntary, of the Mortgaged Premises or any part thereof, to the extent the same are property of the Mortgagor, into cash or liquidated claims, including without limitation, but subject to the provisions of this Mortgage and the Indenture, proceeds of casualty insurance, title insurance or other insurance maintained on the Premises and the Fixtures (excluding the proceeds of all worker's compensation insurance and personal or general liability insurance), and the right to collect and receive the same and all awards or payments, including interest thereon, hereafter made to the Mortgagor for the taking by eminent domain of the whole or any part of the Land, Easement or Mortgaged Premises or the use thereof, or any easement therein, including any awards or payments for changes of grade of streets or any other injury to or decrease in the value of the Land, Easement or Mortgaged Premises, which said awards and payments, subject to the terms of this Mortgage and the Indenture, are hereby assigned to the Mortgagee on its own behalf and on behalf of the Holders, who is hereby authorized, subject to the terms of this Mortgage and of the Indenture, to collect and receive the proceeds thereof and to give proper receipts and acquittances therefor, and to apply the same toward the payment of the Liabilities, at any time secured hereby, notwithstanding the fact that the amount thereof may not then be due and payable and toward the reasonable counsel fees, costs and disbursements incurred by the Mortgagee in connection with the collection of such award or payments, and any and all refunds of real estate taxes which may become due to the Mortgagor and any and all deposits by the Mortgagor with providers of utilities and other services to the Premises; and the Mortgagor hereby agrees, upon request, to make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning said awards or payments to the Mortgagee on its own behalf and on behalf of the Holders, free, clear and discharged of any encumbrances (other than encumbrances permitted hereunder or under the Indenture) of any kind or nature whatsoever; TOGETHER WITH all of the Mortgagor's right, title and interest in all proceeds, both cash and non cash, of the foregoing which may be sold or otherwise disposed of pursuant to the terms hereof; TOGETHER WITH any and all monies now or hereafter on deposit for the payment of real estate taxes or special assessments against the Mortgaged Premises or for the payment of premiums on fire or other property insurance covering the Mortgaged Property (hereinafter defined). All of the foregoing real and personal property and rights and interests in property and awards are herein collectively referred to as the "Mortgaged Property". Notwithstanding anything to the contrary herein contained, it is expressly agreed that the Mortgaged Property shall not include and Mortgagee shall not have a Lien, as that term is defined in the Indenture, on or any rights with regard to (i) the Excluded Property, as that term is defined in the Security Agreement; (ii) any real property interest, fee or leasehold, acquired by Mortgagor after the date hereof, whether or not contiguous to the Land (the "Excluded Land") and any buildings, structures, facilities, fixtures, other improvements and/or personal property then or thereafter located on or used in connection with the Excluded Land; and (iii) the property located at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and the warehouse located in Mystic Island, New Jersey.
Appears in 1 contract
Sources: Mortgage, Fixture Filing and Security Agreement (Gb Holdings Inc)
TO SECURE. The payment and performance by the Mortgagor of all of its obligations, covenants and duties, including, but not limited to, obligations to make payment of all principal, interest (including any interest that accrues after the filing of a petition of the type referred to in Sections 501(7501(vi) and 501(8501(vii) of the Indenture) fees, expenses and other amounts payable under the Guarantee, this Mortgage, the Indenture and any other Security Document, including all amounts that constitute part of such obligations and would be owed by the Company, Holdings Company or the Mortgagor to the Mortgagee but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company, Holdings Company or the Mortgagor, (all of such obligations, covenants and duties referred to in this paragraph being called, collectively, the "Liabilities"). The Mortgagor hereby grants to the Mortgagee on behalf of the Mortgagee and of the Holders, a security interest in, and the Mortgagor hereby mortgages to the Mortgagee on its own behalf and on behalf of the Holders, all of its estate, right, title and interest in, to and under, or derived from, the following property: The Land, together with all right, title and interest of the Mortgagor now owned or hereafter acquired, if any, in and to the streets, the land lying in the bed of any ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, alleys, passages and sidewalks; and all reversionary rights with respect to the vacation of said ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, alleys, passages and sidewalks, open or proposed, in front of, adjoining or abutting the Land to the center line thereof and any air spaces thereover and all and singular the reversions or remainders in and to the Land and the tenements, hereditaments, easements (in gross and/or appurtenant), rights-of-way or use, rights (including alley, drainage, crop, timber, agricultural, horticultural, mineral, water, ditch, reservoir, oil and gas rights), privileges, royalties and appurtenances to the Land, now or hereafter belonging or in anywise appertaining thereto, including any such estate, right, title, interest in, to or under any agreement or right granting, conveying or creating, for the benefit of the Land, any easement, right or license in any way affecting the said property and other property and in, to or under any streets, ways, alleys, vaults, gores or strips of land adjoining the Land and or any parcel thereof, or in or to the air space over the Land, and all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, and all claims or demands of the Mortgagor, either at law or in equity, in possession or expectancy, of, in or to the same; TOGETHER WITH all right, title and interest of the Mortgagor to the Easement, any interest in any fee, greater or lesser title to the Easement that Mortgagor may own or hereafter acquire and all credits, deposits, options, privileges and rights of Mortgagor under the Easement and the Easement Ordinance (including all rights of use, occupancy and enjoyment) and under any amendments, supplements, extensions, renewals, restatements, replacements and modifications thereof (including, without limitation, (i) the right to give consents, (ii) the right to receive moneys payable to Mortgagor, (iii) the right, if any, to purchase the real property subject to the Easement and (iv) the right to terminate or modify the Easement); TOGETHER WITH all right, ▇▇▇▇▇▇ and interest of the Mortgagor in and to the Leasehold Estate; TOGETHER WITH all right, title and interest of the Mortgagor to the interests granted to the Mortgagor by Atlantic City pursuant to that certain Ordinance of Atlantic City of Atlantic City, New Jersey, No. 70, dated August 1, 1986; TOGETHER WITH all buildings, structures, facilities and other improvements now or hereafter located on the Land or the EasementEasement or subject to the Leasehold Estate, including, without limitation, the Sands and all building material, building equipment, supplies and fixtures of every kind and nature now or hereafter located on the Land or the Easement or subject to the Leasehold Estate or attached to, or contained in any such buildings, structures or facilities including, without limitation, all of the same which may be or become a part of the Sands, and all additions thereto and betterments, renewals, substitutions and replacements thereof, in each case only to the extent the same is both: (i) owned or leased by the Mortgagor or in which the Mortgagor has or shall acquire an interest and (ii) now or hereafter located on the Land or the Easement or subject to the Leasehold Estate (all of the foregoing hereinafter collectively called the "Improvements") (the Land Land, the Easement and the Easement Leasehold Estate, together with the Improvements are hereinafter collectively referred to as the "Premises"); TOGETHER WITH all machinery, apparatus, equipment, materials, fittings, fixtures and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof, owned or leased by the Mortgagor or in which the Mortgagor has or shall acquire an interest, to the extent that the same are now or hereafter located on, attached to or contained in the Premises or placed on any part thereof, though not attached thereto (including, without limitation, the elevated, enclosed and motorized pedestrian walkway currently constructed upon the Easement (the "People-Mover") and the equipment, fittings, materials and all appurtenances and additions thereto and betterments, renewals, substitutions, replacements, proceeds and products thereof, which are incorporated in, or a part of or are necessary for the operation of the People-Mover (all of the foregoing; including the People-Mover, hereinafter collectively called the "Fixtures"; the Premises and the Fixtures together being collectively referred to as the "Mortgaged Premises"), including, without limitation, any of the foregoing that constitute heating, lighting, plumbing, ventilating, air conditioning, refrigerating, gas, steam, electrical, incinerating and/or compacting plants, systems, fixtures and equipment, security systems, elevators, escalators, hoists, cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, loading and unloading apparatus, landscaping, motors, machinery, pipes, ducts, conduits, dynamos, engines, compressors, generators, boilers, furnaces, pumps, tanks, appliances, equipment, shops, girders, beams, fittings and fixtures; the Mortgagee shall have, in addition to all rights and remedies provided in the Indenture, the Security Agreement, dated as of the date hereof, made by the Mortgagor to the Mortgagee (the "Security Agreement"), the Collateral Assignment of Leases, dated as of the date hereof, made by the Mortgagor to the Mortgagee, this Mortgage and any other agreements, commitments and undertakings made by the Mortgagor to the Mortgagee, all of the rights and remedies of a "secured party" under said Uniform Commercial Code. If the Lien of this Mortgage is subject to a security interest covering any property described in this paragraph, then all of the right, title and interest of the Mortgagor in and to any and all such property is hereby assigned to the Mortgagee, together with the benefits of all deposits and payments now or hereafter made thereon by or on behalf of the Mortgagor; TOGETHER WITH all of the Mortgagor's interest in the leases, subleases, lettings and licenses of, and all other contracts and agreements affecting, the Land, the Easement, the Leasehold Estate, the Improvements and the Fixtures, or any part thereof, now or hereafter entered into, and all modifications, supplements, additions, extensions, renewals and replacements thereof, and all right, title and interest of the Mortgagor thereunder, including cash and securities deposited thereunder as security security, the right to receive and collect the rents, additional rents, increases in rents, security deposits, advance rents, income, proceeds, earnings, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions thereof, and any other benefits derived or to be derived therefrom, including, without limitation, any security deposits made by the Space Tenants (as hereinafter defined), and the right to apply the same to the payment of the Liabilities subject to the terms and provisions of this Mortgage; TOGETHER WITH all other property, of every kind and nature, which may from time to time be subjected to the Lien hereof by the Mortgagor through a supplement to this Mortgage or by anyone on its behalf or with its consent, or which may come into the possession of or be subject to the control of the Mortgagee pursuant to this Mortgage; TOGETHER WITH all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by the Mortgagor with respect to the Mortgaged Premises, and the Mortgagor's interest in and to all proceeds of the conversion and the interest payable thereon, voluntary or involuntary, of the Mortgaged Premises or any part thereof, to the extent the same are property of the Mortgagor, into cash or liquidated claims, including without limitation, but subject to the provisions of this Mortgage and the Indenture, proceeds of casualty insurance, title insurance or other insurance maintained on the Premises and the Fixtures (excluding the proceeds of all worker's compensation insurance and personal or general liability insurance), and the right to collect and receive the same and all awards or payments, including interest thereon, hereafter made to the Mortgagor for the taking by eminent domain of the whole or any part of the Land, Easement Easement, the Leasehold Estate or Mortgaged Premises or the use thereof, or any easement therein, including any awards or payments for changes of grade of streets or any other injury to or decrease in the value of the Land, Easement or Mortgaged Premises, which said awards and payments, subject to the terms of this Mortgage and the Indenture, are hereby assigned to the Mortgagee on its own behalf and on behalf of the Holders, who is hereby authorized, subject to the terms of this Mortgage and of the Indenture, to collect and receive the proceeds thereof and to give proper receipts and acquittances therefor, and to apply the same toward the payment of the Liabilities, at any time secured hereby, notwithstanding the fact that the amount thereof may not then be due and payable and toward the reasonable counsel fees, costs and disbursements incurred by the Mortgagee in connection with the collection of such award or payments, and any and all refunds of real estate taxes which may become due to the Mortgagor and any and all deposits by the Mortgagor with providers of utilities and other services to the Premises; and the Mortgagor hereby agrees, upon request, to make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning said awards or payments to the Mortgagee on its own behalf and on behalf of the Holders, free, clear and discharged of any encumbrances (other than encumbrances permitted hereunder or under the Indenture) of any kind or nature whatsoever; TOGETHER WITH all of the Mortgagor's right, title and interest in all proceeds, both cash and non cash, of the foregoing which may be sold or otherwise disposed of pursuant to the terms hereof; TOGETHER WITH any and all monies now or hereafter on deposit for the payment of real estate taxes or special assessments against the Mortgaged Premises or for the payment of premiums on fire or other property insurance covering the Mortgaged Property (hereinafter defined). All of the foregoing real and personal property and rights and interests in property and awards are herein collectively referred to as the "Mortgaged Property". Notwithstanding TO HAVE AND TO HOLD the Mortgaged Property unto the Mortgagee, its successors and assigns, to its and their own proper use, benefit and behalf forever. PROVIDED ALWAYS, and these presents are upon the express condition that, if (i) the outstanding principal of the Securities, and any interest which may become due thereon and any other sums which may become due in connection therewith shall be paid in full in accordance with the terms of the Securities, the Indenture and hereof and if all of the Liabilities shall be performed and paid in full or (ii) the Indenture is otherwise discharged, then these presents and the estate hereby created shall cease, determine and be void and the Mortgagee agrees that at such time, upon the request of the Mortgagor, it shall execute and deliver such documents and take all action as may be reasonably requested by the Mortgagor to be necessary to terminate this Mortgage of record. AND the Mortgagor represents and warrants to and covenants with the Mortgagee on its own behalf and on behalf of the Holders that, to the best of its knowledge, it has and at all times hereafter will have good and marketable fee simple title to the Premises (except that in the case of the Easement, the Mortgagor shall maintain its interest, and in the case of the Leasehold Estate, the Mortgagor shall maintain its leasehold interest) and the Mortgagor covenants that its estate, right, title and interest in and to the Premises is free and clear of all taxes, Liens, and encumbrances whatsoever, except as appears in Schedule B attached hereto and made a part hereof; provided however, that the Mortgager and Mortgagee acknowledge and agree that: (x) all security interest and other rights in the Mortgaged Property and any other Collateral shall be, and hereby are, subject and inferior to any Liens heretofore or hereafter created from time to time in connection with the incurrence of Working Capital Indebtedness; and (y) notwithstanding anything to the contrary herein containedhereunder or in the Indenture or in the other Security Documents, it is expressly agreed that the Mortgagor and its subsidiaries may incur Liens and Indebtedness (including, without limitation, Liens on the Mortgaged Property shall not include and Mortgagee shall not have a Lien, as that term is defined in other Collateral) permitted by the Indenture, on or any rights with regard to (i) the Excluded Property, as that term is defined in the Security Agreement; (ii) any real property interest, fee or leasehold, acquired by Mortgagor after the date hereof, whether or not contiguous to the Land (the "Excluded Land") and any buildings, structures, facilities, fixtures, other improvements and/or personal property then or thereafter located on or used in . In connection with any of the Excluded Land; foregoing, Mortgagee will, at the request of Mortgagor, enter into such intercreditor agreements, standstill agreements, subordination agreements and (iii) other documents as shall be appropriate under the property located at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ circumstances for the benefit of the holder of such other Indebtedness or of the superior liens. The Mortgagor further covenants with the Mortgagee on its own behalf and on behalf of the warehouse located in Mystic Island, New Jersey.Holders as follows:
Appears in 1 contract
Sources: Mortgage, Fixture Filing and Security Agreement (Atlantic Coast Entertainment Holdings Inc)
TO SECURE. The (i) payment and performance by the Mortgagor of all covenants, conditions, liabilities and obligations of its obligations, covenants and duties, including, but not limited to, obligations Grantor to make payment of all principal, interest (including any interest that accrues after the filing of a petition of the type referred to in Sections 501(7) and 501(8) of the Indenture) fees, expenses and other amounts payable under the Guarantee, this Mortgage, the Indenture and any other Security Document, including all amounts that constitute part of such obligations and would be owed by the Company, Holdings or the Mortgagor to the Mortgagee but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company, Holdings or the Mortgagor, (all of such obligations, covenants and duties referred to in this paragraph being called, collectively, the "Liabilities"). The Mortgagor hereby grants to the Mortgagee on behalf of the Mortgagee and of the Holders, a security interest Beneficiary contained in, and the Mortgagor hereby mortgages to the Mortgagee on its own behalf and on behalf payment of the Holders, all of its estate, right, title and interest in, to and under, or derived fromindebtedness evidenced by, the following property: The Land, together with Notes plus all right, title and interest of the Mortgagor now owned or hereafter acquired, if any, in and to the streets, the land lying in the bed of any ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, alleys, passages and sidewalkspayable thereunder; and all reversionary rights with respect to the vacation of said ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, alleys, passages and sidewalks, open or proposed, in front of, adjoining or abutting the Land to the center line thereof and any air spaces thereover and all and singular the reversions or remainders in and to the Land and the tenements, hereditaments, easements (in gross and/or appurtenant), rights-of-way or use, rights (including alley, drainage, crop, timber, agricultural, horticultural, mineral, water, ditch, reservoir, oil and gas rights), privileges, royalties and appurtenances to the Land, now or hereafter belonging or in anywise appertaining thereto, including any such estate, right, title, interest in, to or under any agreement or right granting, conveying or creating, for the benefit of the Land, any easement, right or license in any way affecting the said property and other property and in, to or under any streets, ways, alleys, vaults, gores or strips of land adjoining the Land and or any parcel thereof, or in or to the air space over the Land, and all rights of ingress and egress by motor vehicles to parking facilities on or within the Land, and all claims or demands of the Mortgagor, either at law or in equity, in possession or expectancy, of, in or to the same; TOGETHER WITH all right, title and interest of the Mortgagor to the Easement, any interest in any fee, greater or lesser title to the Easement that Mortgagor may own or hereafter acquire and all credits, deposits, options, privileges and rights of Mortgagor under the Easement and the Easement Ordinance (including all rights of use, occupancy and enjoyment) and under any amendments, supplements, extensions, renewals, restatements, replacements and modifications thereof (including, without limitation, (i) the right to give consents, (ii) the right to receive moneys payable to Mortgagor, (iii) the right, if any, to purchase the real property subject to the Easement and (iv) the right to terminate or modify the Easement); TOGETHER WITH all right, title and interest of the Mortgagor to the interests granted to the Mortgagor by Atlantic City pursuant to that certain Ordinance of Atlantic City of Atlantic City, New Jersey, No. 70, dated August 1, 1986; TOGETHER WITH all buildings, structures, facilities and other improvements now or hereafter located on the Land or the Easement, including, without limitation, the Sands and all building material, building equipment, supplies and fixtures of every kind and nature now or hereafter located on the Land or the Easement or attached to, or contained in any such buildings, structures or facilities including, without limitation, all of the same which may be or become a part of the Sands, and all additions thereto and betterments, renewals, substitutions and replacements thereof, in each case only to the extent the same is both: (i) owned by the Mortgagor or in which the Mortgagor has or shall acquire an interest and (ii) now payment and performance of all covenants, conditions, liabilities and obligations contained in this Mortgage and any extensions, renewals or hereafter located on the Land or the Easement modifications hereof; and (iii) payment and performance of all covenants, conditions, liabilities and obligations of the foregoing hereinafter collectively called the "Improvements") (the Land and the Easement together with the Improvements are hereinafter collectively referred to as the "Premises"); TOGETHER WITH all machinery, apparatus, equipment, materials, fittings, fixtures and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof, owned by the Mortgagor or in which the Mortgagor has or shall acquire an interest, to the extent that the same are now or hereafter located on, attached to or Grantor contained in the Premises Assignment of Leases, Rents and Security Deposits, dated as of the date hereof (together with any extensions, renewals or placed on any part modifications thereof, though not attached thereto (including, without limitation, the elevated, enclosed and motorized pedestrian walkway currently constructed upon the Easement (the "People-Mover") and the equipment, fittings, materials and all appurtenances and additions thereto and betterments, renewals, substitutions, replacements, proceeds and products thereof, which are incorporated in, or a part Assignment of or are necessary for the operation of the People-Mover (all of the foregoing; including the People-Mover, hereinafter collectively called the "Fixtures"; the Premises and the Fixtures together being collectively referred to as the "Mortgaged PremisesLeases"), includingbetween Grantor, without limitationas assignor, any of and Beneficiary, as assignee, and the foregoing that constitute heatingCash Collateral Account, lightingSecurity, plumbing, ventilating, air conditioning, refrigerating, gas, steam, electrical, incinerating and/or compacting plants, systems, fixtures Pledge and equipment, security systems, elevators, escalators, hoists, cleaning systems, call systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, loading and unloading apparatus, landscaping, motors, machinery, pipes, ducts, conduits, dynamos, engines, compressors, generators, boilers, furnaces, pumps, tanks, appliances, equipment, shops, girders, beams, fittings and fixtures; the Mortgagee shall have, in addition to all rights and remedies provided in the Indenture, the Security Assignment Agreement, dated as of the date hereofhereof (together with any extensions, made by the Mortgagor to the Mortgagee (renewals or modifications thereof, the "Security Cash Collateral Agreement"), the Collateral Assignment among Grantor, as borrower, LaSalle National Bank, as securities intermediary, and Beneficiary, as lender; and (iv) payment and performance of Leasesall covenants, dated as conditions, liabilities and obligations of Grantor contained in each of the date hereofother Loan Documents (as defined below); and (v) without limiting the foregoing, made by the Mortgagor to the Mortgagee, this Mortgage and any other agreements, commitments and undertakings made by the Mortgagor to the Mortgagee, all of the rights and remedies of a "secured party" under said Uniform Commercial Code. If the Lien of this Mortgage is subject to a security interest covering any property described in this paragraph, then all of the right, title and interest of the Mortgagor in and to any and all such property is hereby assigned to the Mortgagee, together with the benefits payment of all deposits and payments now or hereafter made thereon by or on behalf of the Mortgagor; TOGETHER WITH all of the Mortgagor's interest in the leasesindebtedness, subleases, lettings and licenses ofliabilities, and all other contracts and agreements affecting, the Land, the Easement, the Improvements and the Fixtures, or any part thereof, now or hereafter entered into, and all modifications, supplements, additions, extensions, renewals and replacements thereof, and all right, title and interest of the Mortgagor thereunder, including cash and securities deposited thereunder as security the right to receive and collect the rents, additional rents, increases in rents, security deposits, advance rents, income, proceeds, earnings, revenues, issues and profits payable thereunder and the rights to enforce, whether at law or in equity or by any other means, all provisions thereof, and any other benefits derived or to be derived therefrom, including, without limitation, any security deposits made by the Space Tenants (as hereinafter defined), and the right to apply the same to the payment of the Liabilities subject to the terms and provisions of this Mortgage; TOGETHER WITH all other property, of every kind and nature, which may amounts from time to time be subjected incurred by Beneficiary pursuant to the Lien hereof by the Mortgagor through a supplement to Notes, this Mortgage or by anyone on its behalf or with its consentsuch other Loan Documents, or which may come into even if the possession of or be subject to the control aggregate amount of the Mortgagee pursuant to this Mortgage; TOGETHER WITH all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by monetary obligation outstanding at any one time exceeds the Mortgagor with respect to the Mortgaged Premises, and the Mortgagor's interest in and to all proceeds face amount of the conversion and the interest payable thereon, voluntary or involuntary, Notes (all of the Mortgaged Premises or any part thereofforegoing indebtedness, to the extent the same are property of the Mortgagor, into cash or liquidated claims, including without limitation, but subject to the provisions of monetary liabilities and obligations set forth in clauses (i)-(iv) above and this Mortgage and the Indenture, proceeds of casualty insurance, title insurance or other insurance maintained on the Premises and the Fixtures clause (excluding the proceeds of all worker's compensation insurance and personal or general liability insurancev), collectively, the "Indebtedness"); and the right to collect and receive the same and all awards or payments, including interest thereon, hereafter made to the Mortgagor for the taking by eminent domain of the whole or any part of the Land, Easement or Mortgaged Premises or the use thereof, or any easement therein, including any awards or payments for changes of grade of streets or any other injury to or decrease in the value of the Land, Easement or Mortgaged Premises, which said awards and payments, subject to the terms of this Mortgage and the Indenture, are hereby assigned to the Mortgagee on its own behalf and on behalf of the Holders, who is hereby authorized, subject to the terms of this Mortgage and of the Indenture, to collect and receive the proceeds thereof and to give proper receipts and acquittances therefor, and to apply the same toward the (vi) payment of the Liabilities, at any time secured hereby, notwithstanding the fact that the amount thereof may not then be due and payable and toward the reasonable counsel fees, costs and disbursements incurred by the Mortgagee in connection Indebtedness together with the collection payment and performance of such award or paymentsall other covenants, conditions, liabilities and any obligations described and all refunds of real estate taxes which may become due to the Mortgagor set forth in clauses (i)-(v) above and any and all deposits by the Mortgagor with providers of utilities and other services to the Premises; and the Mortgagor hereby agreesin this clause (vi), upon requestcollectively, to make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning said awards or payments to the Mortgagee on its own behalf and on behalf of the Holders, free, clear and discharged of any encumbrances (other than encumbrances permitted hereunder or under the Indenture) of any kind or nature whatsoever; TOGETHER WITH all of the Mortgagor's right, title and interest in all proceeds, both cash and non cash, of the foregoing which may be sold or otherwise disposed of pursuant to the terms hereof; TOGETHER WITH any and all monies now or hereafter on deposit for the payment of real estate taxes or special assessments against the Mortgaged Premises or for the payment of premiums on fire or other property insurance covering the Mortgaged Property (hereinafter defined). All of the foregoing real and personal property and rights and interests in property and awards are herein collectively referred to as the "Mortgaged Property". Notwithstanding anything to the contrary herein contained, it is expressly agreed that the Mortgaged Property shall not include and Mortgagee shall not have a Lien, as that term is defined in the Indenture, on or any rights with regard to (i) the Excluded Property, as that term is defined in the Security Agreement; (ii) any real property interest, fee or leasehold, acquired by Mortgagor after the date hereof, whether or not contiguous to the Land (the "Excluded Land") and any buildings, structures, facilities, fixtures, other improvements and/or personal property then or thereafter located on or used in connection with the Excluded Land; and (iii) the property located at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and the warehouse located in Mystic Island, New JerseyObligations." 3
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