Third Amended And Restated Multiple Indebtedness Mortgage

Exhibit 10.3

RECORDING REQUESTED BY AND

WHEN RECORDED, RETURN TO:

Latham & Watkins LLP

885 Third Avenue Suite 1000 New York, New York 10022

Attn: Betsy J. Mukamal, Esq.


THIRD AMENDED AND RESTATED MULTIPLE INDEBTEDNESS MORTGAGE,

ASSIGNMENT OF RENTS AND LEASES AND SECURITY AGREEMENT

Dated as of November 9, 2006

by

SABINE PASS LNG, L.P.

a Delaware limited partnership,

Mortgagor

to and for the benefit of THE BANK OF NEW YORK

Collateral Trustee as Mortgagee


TABLE OF CONTENTS

Page

ARTICLE 1 - DEFINITIONS 7

1.1

DEFINED TERMS 7

1.1

ACCOUNTING TERMS 9

1.2

THE RULES OF INTERPRETATION 9

1.3

PRIORITY. THE RELATIVE PRIORITY OF THE LIENS GRANTED HEREUNDER SHALL BE AS SET FORTH IN THE COLLATERAL TRUST AGREEMENT. 9

ARTICLE 2 - GENERAL COVENANTS AND PROVISIONS 9

2.1

MORTGAGOR PERFORMANCE OF THE COLLATERAL TRUST AGREEMENT 9

2.2

GENERAL REPRESENTATIONS, COVENANTS AND WARRANTIES 9

2.3

COMPLIANCE WITH LEGAL REQUIREMENTS 9

2.4

INSURANCE; APPLICATION OF INSURANCE PROCEEDS; APPLICATION OF EMINENT DOMAIN PROCEEDS. 10

2.5

ASSIGNMENT OF RENTS 10

2.6

MORTGAGEE ASSUMES NO OBLIGATIONS 11

2.7

FURTHER ASSURANCES 11

2.8

ACTS OF MORTGAGOR 11

2.9

AFTER-ACQUIRED PROPERTY 11

2.10

MORTGAGED PROPERTY 12

2.11

POWER OF ATTORNEY 12

2.12

COVENANT TO PAY 12

2.13

SECURITY AGREEMENT 13

ARTICLE 3 - REMEDIES 13

3.1

ACCELERATION OF MATURITY 13

3.2

PROTECTIVE ADVANCES 14

3.3

INSTITUTION OF EQUITY PROCEEDINGS 14

3.4

MORTGAGEE' S POWER OF ENFORCEMENT 14

3.5

MORTGAGEE' S RIGHT TO ENTER AND TAKE POSSESSION, OPERATE AND APPLY INCOME 15

3.6

SEPARATE SALES 16

3.7

WAIVER OF APPRAISEMENT, MORATORIUM, VALUATION, STAY, EXTENSION AND REDEMPTION LAWS 16

3.8

KEEPER 17

3.9

SUITS TO PROTECT THE MORTGAGED PROPERTY 17

3.10

PROOFS OF CLAIM 17

3.11

MORTGAGOR TO PAY AMOUNTS SECURED HEREBY ON ANY DEFAULT IN PAYMENT; APPLICATION OF MONIES BY MORTGAGEE 18

3.12

DELAY OR OMISSION; NO WAIVER 18

3.13

NO WAIVER OF ONE DEFAULT TO AFFECT ANOTHER 18

3.14

DISCONTINUANCE OF PROCEEDINGS; POSITION OF PARTIES RESTORED 19

3.15

REMEDIES CUMULATIVE 19

3.16

INTEREST AFTER ACTIONABLE DEFAULT 19

3.17

FORECLOSURE; EXPENSES OF LITIGATION 19

3.18

DEFICIENCY JUDGMENTS 20

3.19 WAIVER OF JURY TRIAL 20

3.20

EXCULPATION OF MORTGAGEE 21


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ARTICLE 4 - GENERAL 21

4.1

DISCHARGE 21

4.2

NO WAIVER 21

4.3

EXTENSION, REARRANGEMENT OR RENEWAL OF OBLIGATIONS 21

4.4

FORCIBLE DETAINER 21

4.5

WAIVER OF STAY OR EXTENSION 22

4.6

NOTICES 22

4.7

SEVERABILITY 22

4.8

APPLICATION OF PAYMENTS 22

4.9 GOVERNING LAW 22

4.10

ENTIRE AGREEMENT 22

4.11

AMENDMENTS 23

4.12

SUCCESSORS AND ASSIGNS 23

4.13

RENEWAL, ETC 23

4.14

FUTURE ADVANCES 23

4.15

SEVERABILITY AND COMPLIANCE WITH USURY LAW 23

4.16

RELEASE OF COLLATERAL 24

4.17

COLLATERAL TRUST AGREEMENT CONTROLS 24

4.18

TIME OF THE ESSENCE 24

4.19

COUNTERPART EXECUTION 24

ARTICLE 5 SUBJECT LEASE 25

5.1

MORTGAGOR REPRESENTS, WARRANTS AND AGREES AS FOLLOWS: 25

5.2

TREATMENT OF SUBJECT LEASE IN BANKRUPTCY 26

5.3

REJECTION OF LEASE BY LESSOR 26

5.4

ASSIGNMENT OF CLAIMS TO MORTGAGEE 27

5.5

OFFSET BY MORTGAGOR 27

5.6

MORTGAGOR' S ACQUISITION OF INTEREST IN LEASED PARCEL 27

5.7

NEW LEASE ISSUED TO MORTGAGEE 27

ARTICLE 6 STATE SPECIFIC PROVISIONS 28

6.1

LOUISIANA REMEDIES. 28

6.2

DECLARATION OF FACT 29

6.3

TAXPAYER IDENTIFICATION NUMBER 29

6.4

CUMULATIVE REMEDIES 29

6.5

LOUISIANA TERMS 29

6.6

NOVATION 30

6.7

WAIVERS OF CERTIFICATES 30

6.8

SUBORDINATION. 30


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THIRD AMENDED AND RESTATED MULTIPLE INDEBTEDNESS MORTGAGE, ASSIGNMENT OF RENTS AND LEASES

AND SECURITY AGREEMENT

BE IT KNOWN , that on the 9th day of November, 2006, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and County set forth below, and in the presence of the undersigned competent witnesses:

PERSONALLY CAME AND APPEARED:

Sabine Pass LNG, L.P. (the " Mortgagor" ) (TIN 20-0466069) a Delaware limited partnership, domiciled at 717 Texas Avenue, Suite 3100, Houston, Texas 77002, organized pursuant to a Certificate of Limited Partnership dated October 20, 2003, filed in the office of the Secretary of State, State of Delaware on October 20, 2003 which filed partnership documents and registered to do business in Louisiana on December 16, 2003; whose chief executive office is declared to be at 717 Texas Avenue, Suite 3000, Houston, Texas 77002; who declared as follows:

Mortgagor does hereby enter into this Third Amended and Restated Multiple Indebtedness Mortgage, Assignment of Leases and Rents and Security Agreement (as modified, supplemented, amended, consolidated or extended from time to time, this " Mortgage" ) effective as of November 9 th , 2006, in favor of THE BANK OF NEW YORK as Collateral Trustee for the benefit of, the Secured Parties, (together with its successors and assigns, in such capacities, the " Collateral Trustee" and " Mortgagee" ). Capitalized terms used in this Mortgage and not otherwise defined herein shall have the meanings ascribed to them in the Collateral Trust Agreement.

Recitals A. Mortgagor (a) on the date hereof, will issue senior secured notes due November 30, 2013 and senior secured notes due November 30, 2016 (together, the " Initial Notes" ) under an indenture, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the " Indenture" ), between Mortgagor and The Bank of New York as trustee (together with its successors and assigns, in such capacity, the " Trustee" ), and (b) in the future may issue additional senior secured notes (together with the Initial Notes, the " Notes" ) under the Indenture and/or may otherwise incur additional secured indebtedness ranking pari passu with the Notes (such other secured indebtedness together with the Notes, the " Parity Secured Debt" ).

B. Mortgagor may, from time to time, incur additional future Parity Secured Debt that will be secured Equally and Ratably with the Notes by Liens on all present and future Collateral. C. Mortgagor and the other Pledgors have entered into a collateral trust arrangement pursuant to the Collateral Trust Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the " Collateral Trust Agreement" ) among the Company, the Pledgors, the Trustee, the other Secured Debt Representatives party thereto from time to time and the Collateral Trustee.

D. Pursuant to the Crest Settlement Documents (as defined herein), the Mortgagor is prohibited from creating or allowing to be created any lien, security interest or other encumbrance on any of Mortgagor' s assets that is senior to or pari passu with the obligations of the Mortgagor under the Crest Settlement Documents; therefore, the Mortgagor hereby grants in favor of the Mortgagee for the benefit of Crest, a secured lien and security interest with respect to the Mortgaged Property which such lien shall be senior to the liens and security interests of the holders of the Parity Lien Obligations. E. Mortgagor, Socie9te9 Ge9ne9rale, as agent, and HSBC Bank USA, National Association, as collateral agent thereunder (in such capacity, the " Prior Collateral Agent" ), were parties to a security agreement, dated as of February 25, 2005 (as amended, restated, supplemented and otherwise modified from time to time, the " Prior Security Agreement" ) pursuant to which Mortgagor granted a secured interest in all of its assets to the Prior Collateral Agent. Pursuant to an instrument dated as of the date hereof, the Prior Collateral Agent has assigned all of its rights under the Prior Security Agreement to the Collateral Trustee.

F. Mortgagor, Socie9te9 Ge9ne9rale, as agent, and HSBC Bank USA, National Association, as collateral agent thereunder were parties to Multiple Indebtedness Mortgage, Assignment of Leases and Rents and Security Agreement dated as of February 25, 2005 (the " Original Mortgage" ), as amended by that certain First Amendment to Multiple Indebtedness Mortgage, Assignment of Leases and Rents and Security Agreement dated as of January 19, 2006 (the " First Amendment" ) and by that certain Second Amendment to Multiple Indebtedness Mortgage, Assignment of Leases and Rents and Security Agreement (the " Second Amendment" and together with the Original Mortgage and the First Amendment, the " Assigned Mortgage" ) pursuant to which Mortgagor granted a secured interest in the Property to the Prior Collateral Agent.

G. Pursuant to an instrument dated as of the date hereof, the Prior Collateral Agent has assigned all of its rights under the Assigned Mortgage to the Collateral Trustee. The Assigned Mortgage is hereunder declared amended and restated as the Agreement.

H. It is a requirement under the Indenture and a condition precedent to the issuance of the Notes that the Mortgagor shall have executed and delivered this Agreement.

I. As set forth more fully below, Mortgagor intends to secure its payment and performance of the Secured Obligations by and with the Mortgaged Property (as defined below) owned by Mortgagor and other Real Property, the ownership and other real right in which of Mortgagor may not be evidenced in the official records of the parish in which the Real Property is situated as of the date of this act. This Mortgage is being granted to establish a mortgage affecting the Real Property owned by Mortgagor as of the date of this act and,


2 pursuant to Louisiana Civil Code Article 3292, to establish a mortgage affecting the other Real Property if and when the ownership of, or other real right in, the other Real Property is subsequently acquired by or otherwise evidenced in Mortgagor.

Agreement NOW, THEREFORE, to secure the prompt and complete payment and performance, when and as required, due and/or payable, of all of the Secured Obligations, by acceleration or otherwise, or arising out of or in connection therewith, and in consideration of the covenants herein contained and in the Collateral Trust Agreement and intending to be legally bound, does hereby specially mortgage, affect, hypothecate, and grant a continuing security interest, assign and pledge unto Mortgagee, for the benefit of the Secured Parties as set forth in the Collateral Trust Agreement, all of Mortgagor' s estate, right, title, interest, property, claim and demand, now or hereafter arising, in and to the following property and rights (herein collectively called the " Mortgaged Property" ):

(a) the lands and premises more particularly described in Exhibit A hereto (which such lands and premises shall include all property interests in those certain leases described on Exhibit A , as the same may be amended, restated, renewed or extended in the future in compliance with this Mortgage, including any options to purchase, extend or renew provided for in such leases (collectively, the " Subject Lease" ) and any estoppel, nondisturbance, attornment and recognition agreement benefiting Mortgagor with respect to the Subject Lease, together with all credits, deposits, privileges, rights, estates, title and interest of Mortgagor as tenant under the Subject Lease (including all rights of Mortgagor to treat the Subject Lease as terminated under Section 365(h) (a " 365(h) Election" ) of the Bankruptcy Code, or any other state or federal insolvency, reorganization, moratorium or similar law for the relief of debtors (a " Bankruptcy Law" ), or any comparable right provided under any other Bankruptcy Law, together with all rights, remedies and privileges related thereto), and all books and records that contain records or other evidence of payments of rent or security made under the Subject Lease and all of Mortgagor' s claims and rights to the payment of damages that may arise from a lessor' s failure to perform under the Subject Lease, or rejection of the Subject Lease under any Bankruptcy Law (a " Lease Damage Claim" ), Mortgagee having the right, at any time and from time to time, to notify such lessor of the rights of Mortgagee hereunder), (all such lands and premises collectively, the " Site" );

(b) any and all servitudes, easements, leases, licenses, option rights, rights-of-way and other rights used in connection with the Site or as a means of ingress and egress thereto and therefrom, all servitudes or easements for ingress and egress and easements for water, natural gas and sewage pipelines, running in favor of Mortgagor, or appurtenant to the Site, and any and all sidewalks, alleys, strips and gores of land adjacent thereto or used in connection therewith together with all and singular the appurtenances thereto, and with any land lying within the right-of-way of any streets, open or proposed, adjoining the same (collectively, the " Easements" ; and the Site and the Easements collectively referred to herein as the " Real Property" );

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(c) all buildings, structures, fixtures and other improvements now or hereafter constructed, placed or erected on the Real Property (collectively, the " Improvements" );

(d) all machinery, apparatus, equipment, fittings, fixtures, generators, boilers, turbines and other articles of personal property, including all goods and all goods which become fixtures, now owned or hereafter acquired by Mortgagor and now or hereafter located on, attached to or used in the operation of or in connection with the Real Property and/or the Improvements, and all replacements thereof, additions thereto and substitutions therefor, to the fullest extent permitted by applicable law (all of the foregoing being hereinafter collectively called the " Equipment" );

(e) all raw materials, work in process and other materials used or consumed in the construction of, or now or hereafter located on or used in connection with, the Real Property, the Improvements and/or the Equipment, (including, without limitation, fuel and fuel deposits, now or hereafter located on the Real Property or elsewhere or otherwise owned by Mortgagor) (the above items, together with the Equipment, being hereinafter collectively called the " Tangible Collateral" ); (f) all rights, powers, privileges and other benefits of Mortgagor (to the extent assignable) now or hereafter obtained by Mortgagor from any Governmental Authority (as such term is defined in the Indenture), including, without limitation, all licenses, certificates, permits and other similar instruments and documents, issued in the name of Mortgagor, governmental actions relating to the ownership, operation, management and use of the Real Property, Improvements, Equipment or Tangible Collateral, and any improvements, modifications or additions thereto; (g) all the lands and interests in lands hereafter acquired by Mortgagor in connection with or appurtenant to the Site, and all income, rents, rent equivalents, issues, profits, revenues (including all oil and gas or other mineral royalties and bonuses), deposits and other benefits from the Site and the Improvements (including all receivables and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Mortgagor or any operator or manager of the Mortgaged Property or the commercial space located in the Improvements or acquired from others) (collectively, the " Rents" ) and all proceeds from the sale or other disposition of the Leases (as defined herein) and the right to receive and apply the Rents and/or any other property or rights subject to the lien hereof, including (without limitation) all interests of Mortgagor, whether as lessor or lessee, in any leases of land hereafter made and all rights of Mortgagor thereunder; (h) any and all other property in any way associated or used in connection with or appurtenant to the Real Property, Improvements, Equipment or Tangible Collateral that may from time to time, by delivery or by writing of any kind, be subjected to the lien hereof by Mortgagor or by anyone on its behalf or with its consent, or which may come into the possession or be subject to the control of Mortgagee pursuant to this Mortgage, being hereby collaterally assigned to Mortgagee and subjected or added to the lien or estate created by this


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Mortgage forthwith upon the acquisition thereof by Mortgagor, as fully as if such property were now owned by Mortgagor and were specifically described in this Mortgage and subjected to the lien and security interest hereof; and Mortgagee is hereby authorized to receive any and all such property as and for additional security hereunder; (i) all the remainder or remainders, reversion or reversions, Rents, revenues, issues, profits, royalties, income, proceeds and other benefits derived from any of the foregoing, all of which are hereby assigned to Mortgagee, who is hereby authorized to collect and receive the same, to give proper receipts and acquittances therefor and to apply the same in accordance with the provisions of this Mortgage;

(j) all Proceeds, as defined in the UCC (defined below), including all proceeds, products, offspring, Rents, profits or receipts, in whatever form, arising from the Mortgaged Property, including (i) cash, instruments and other property received, receivable or otherwise distributed in respect of or in exchange for any or all of the Mortgaged Property, (ii) the collection, sale, lease, sublease, concession, exchange, assignment, licensing or other disposition of, or realization upon, any item or portion of the Mortgaged Property (including all claims of Mortgagor against third parties for loss of, damage to, destruction of, or for proceeds payable under, or unearned premiums with respect to, policies of insurance in respect of, any the Mortgaged Property now existing or hereafter arising), (iii) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to Mortgagor from time to time with respect to any of the Mortgaged Property, (iv) any and all payments (in any form whatsoever) made or due and payable to Mortgagor from time to time in connection with the requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Mortgaged Property by any Governmental Authority (or any person acting under color of Governmental Authority) and (v) any and all other amounts from time to time paid or payable under or in connection with any of the Mortgaged Property;

(k) all agreements to which Mortgagor is a party or which are assigned to Mortgagor in any management agreement or any other document and which are executed in connection with the construction, operation and management of the Improvements located on the Mortgaged Property (including agreements for the sale, lease or exchange of goods or other property and/or the performance of services by it, in each case whether now in existence or hereafter arising or acquired) as any such agreements have been or may be from time to time amended, supplemented or otherwise modified;

(l) all general intangibles, now owned or hereafter acquired by Mortgagor, including (i) all obligations or indebtedness owing to Mortgagor from whatever source arising, (ii) all unearned premiums accrued or to accrue under all insurance policies for the Mortgaged Property obtained by Mortgagor, all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims (including proceeds of insurance, condemnation awards, and all rights of Mortgagor to refunds of real estate taxes and assessments), (iii) all royalties and license fees, (iv) all rights or claims in respect of refunds for taxes paid, and (v) all judgments, awards of damages and settlements which may result from any damage to all or any portion of the Real Property


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or Improvements or any part thereof or to any rights appurtenant thereto, together with the right to receive proceeds attributable to the insurance loss of the Real Property or Improvements, as provided in La. R.S. 9:5386;

(m) all instruments, chattel paper or letters of credit, evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Mortgaged Property (including promissory notes, drafts, bills of exchange and trade acceptances) and chattel paper obtained by Mortgagor in connection with the Mortgaged Property (including all ledger sheets, computer records and printouts, databases, programs, books of account and files of Mortgagor relating thereto) and such notes or other obligations of indebtedness owing to Mortgagor from whatever source arising, in each case now owned or hereafter acquired by Mortgagor and relating to the Mortgaged Property; (n) all inventory, whether now or hereafter existing or acquired, and which arises out of or is used in connection with, directly or indirectly, the ownership and operation of the Mortgaged Property, all documents representing the same and all Proceeds and products of the same, including all goods, merchandise, raw materials, work in process and other personal property, wherever located, now or hereafter owned or held by Mortgagor for manufacture, processing, the providing of services or sale, use or consumption in the operation of the Mortgaged Property (including fuel, supplies and similar items and all substances commingled therewith or added thereto) and rights and claims of Mortgagor against anyone who may store or acquire the same for the account of Mortgagor, or from whom Mortgagor may purchase the same; and (o) all Permits used in connection with the ownership, operation, use or occupancy of the Mortgaged Property, but excluding any of the Permits which by their terms or by operation of law prohibit or do not allow assignment or which would become void solely by virtue of a security interest being granted therein. The Rents and Leases are pledged on a parity with the Land and Improvements and not secondarily. This Mortgage has been executed by Mortgagor pursuant to Article 3298 of the Louisiana Civil Code for the purpose of securing Secured Obligations that may now be existing and/or that may arise in the future as provided herein, with the preferences and priorities provided under applicable Louisiana law. The assignment of Leases and the Rents therefrom is given to the fullest extent allowed by La. R.S. 9:4401 to secure Secured Obligations up to a maximum amount outstanding at any time and from time to time of $3,000,000,000. ANYTHING TO THE CONTRARY CONTAINED HEREIN NOTWITHSTANDING, THE MAXIMUM AMOUNT OF INDEBTEDNESS SECURED OR THAT UNDER ANY CONTINGENCY MAY BE SECURED HEREBY AT ANY TIME AND FROM TIME TO TIME IS THREE BILLION AND NO/100 DOLLARS ($3,000,000,000).

The Mortgaged Property to remain so specially mortgaged, affected and hypothecated, unto and in favor of the Mortgagee and any future holder or holders of the Secured Obligations until the full and final payment of the Parity Lien Obligations thereof, Mortgagor being hereby

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obligated not to sell, alienate, deteriorate or otherwise encumber the Mortgaged Property to the prejudice of this act except as may be permitted under the Indenture and not to permit or suffer the same to be so sold, alienated, deteriorated or encumbered except as may be permitted under the Secured Debt Documents. PROVIDED ALWAYS, that when and as set forth in the Collateral Trust Agreement and upon the observance and performance by Mortgagor of its covenants and agreements set forth herein and therein, then Mortgagee shall execute and deliver a release and cancellation of this Mortgage as provided herein below.

ARTICLE 1- DEFINITIONS

1.1 Defined Terms . Any term defined by reference to an agreement, instrument or other document shall have the meaning so assigned to it whether or not such document is in effect. In addition, for purposes of this Mortgage, the following definitions shall apply: " Actionable Default" means either a Secured Debt Default (as defined in the Collateral Trust Agreement or a Crest Default Remedy Instruction.

" Bankruptcy Law" has the meaning ascribed to it in the Granting Clauses.

" Cheniere" means Cheniere Energy, Inc., a Delaware corporation. " Collateral Trust Agreement" has the meaning ascribed to it in the recitals hereof. " Collateral Trustee" has the meaning ascribed to it in the preamble hereof. " Crest" means Crest Investment Company, a Texas corporation. " Crest Cheniere Indemnity" means any indemnity arrangement heretofore or hereafter provided by Cheniere in favor of any of its subsidiaries pursuant to the Crest Settlement Documents.

" Crest Default Remedy Instruction" means any instruction by Crest to the Mortgagee in writing to exercise remedies under the this Mortgage as a result of the Mortgagor' s failure to make any payment in respect of the Crest Obligations after written demand by Crest. " Crest Obligations" means all obligations of the Mortgagor under the Crest Settlement Documents. " Crest Settlement Documents" means collectively (a) that certain Settlement and Purchase Agreement, dated as of June 14, 2001 (the " Settlement Agreement" ), by and among Cheniere, Cheniere FLNG, L.P., Crest, Crest Energy, L.L.C., and Freeport LNG Terminal, LLC, (b) that certain assumption and adoption document, dated May 9, 2005,


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executed by the Mortgagor among others, pursuant to the Settlement Agreement, (c) that certain Indemnification Agreement, dated May 9, 2005, executed by Cheniere, relating thereto and (d) any and all other agreements and documents heretofore or hereafter entered into by any subsidiary of Cheniere pursuant to Section 1.07 of the Settlement Agreement.

" Easements" has the meaning ascribed to it in the Granting Clauses. " Equipment" has the meaning ascribed to it in the Granting Clauses. " Improvements" has the meaning ascribed to it in the Granting Clauses. " Land" means the real property described on Exhibit A. " Lease Damage Claim" has the meaning ascribed to it in the Granting Clauses. " Leases" has the meaning ascribed to it in the Section 2.5 . " Legal Requirements" has the meaning ascribed to it in Section 2.3 . " Mortgaged Property" has the meaning ascribed to it in the Granting Clauses. " Permitted Encumbrances" has the meaning ascribed to it in Section 2.2 . " Proceeds" has the meaning ascribed to it in the Granting Clauses. " Real Property" has the meaning ascribed to it in the Granting Clauses. " Secured Obligations" shall mean all Parity Lien Obligations as defined in the Collateral Trust Agreement together with all Crest Obligations.

" Site" has the meaning ascribed to it in the Granting Clauses. " State" has the meaning ascribed to it in Section 2.13 . " Subject Lease" has the meaning ascribed to it in the Granting Clauses " Tangible Collateral" has the meaning ascribed to it in the Granting Clauses. " Tenant Leases" has the meaning ascribed to it in Section 2.5 . " Trustee" has the meaning ascribed to it in the preamble hereof. " UCC" has the meaning ascribed to it in Section 2.13 . " 365(h) Election" has the meaning ascribed to it in the Granting Clauses.

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1.1 Accounting Terms . As used herein and in any certificate or o ...