HEREOF, TOGETHER WITH THE BUILDINGS, STRUCTURES, FIXTURES, ADDITIONS,
ENLARGEMENTS, EXTENSIONS, MODIFICATIONS, REPAIRS, REPLACEMENTS AND IMPROVEMENTS
NOW OR HEREAFTER LOCATED THEREON (COLLECTIVELY, THE "PROPERTY") AND EVERY
MODIFICATION, AMENDMENT OR OTHER AGREEMENT RELATING TO SUCH LEASES, SUBLEASES,
SUBSUBLEASES, OR OTHER AGREEMENTS ENTERED INTO IN CONNECTION WITH SUCH LEASES,
SUBLEASES, SUBSUBLEASES, OR OTHER AGREEMENTS AND EVERY GUARANTEE OF THE
PERFORMANCE AND OBSERVANCE OF THE COVENANTS, CONDITIONS AND AGREEMENTS TO BE
PERFORMED AND OBSERVED BY THE OTHER PARTY THERETO, AND THE RIGHT, TITLE AND
INTEREST OF BORROWER, ITS SUCCESSORS AND ASSIGNS, THEREIN AND THEREUNDER.
(B)
OTHER LEASES AND AGREEMENTS.
ALL OTHER LEASES AND OTHER
AGREEMENTS, WHETHER OR NOT IN WRITING, PROVIDING FOR THE USE, ENJOYMENT OR
OCCUPANCY OF THE PROPERTY OR ANY PORTION THEREOF NOW OR HEREAFTER MADE, WHETHER
MADE BEFORE OR AFTER THE FILING BY OR AGAINST BORROWER OF ANY PETITION FOR
RELIEF UNDER THE BANKRUPTCY CODE TOGETHER WITH ANY EXTENSION, RENEWAL OR
REPLACEMENT OF THE SAME.
THIS ASSIGNMENT OF OTHER PRESENT AND FUTURE LEASES AND
PRESENT AND FUTURE AGREEMENTS BEING EFFECTIVE WITHOUT FURTHER OR SUPPLEMENTAL
ASSIGNMENT.
THE "LEASES" DESCRIBED IN SUBSECTION 1.1(A) AND THE LEASES AND
OTHER AGREEMENTS DESCRIBED IN THIS SUBSECTION 1.1(B) ARE COLLECTIVELY REFERRED
TO AS THE "LEASES."
(C)
RENTS.
ALL RENTS, RENT EQUIVALENTS, INCOME, EARLY TERMINATION
FEES OR PAYMENTS OR OTHER TERMINATION FEES OR PAYMENTS, THEREOF AND ANY CASH OR
SECURITY DEPOSITED IN CONNECTION THEREWITH, RECEIVABLES, REVENUES, RECEIPTS,
INSURANCE PROCEEDS, DEPOSITS AND PROFITS ARISING FROM THE LEASES AND RENEWALS
AND REPLACEMENTS THEREOF TOGETHER WITH ALL RENTS, RENT EQUIVALENTS, INCOME,
FEES, RECEIVABLES, ACCOUNTS, PROFITS (INCLUDING, BUT NOT LIMITED TO, ALL OIL AND
GAS OR OTHER MINERAL ROYALTIES AND BONUSES), CHARGES FOR SERVICES RENDERED AND
ANY AND ALL PAYMENT AND CONSIDERATION OF WHATEVER FORM OR NATURE RECEIVED BY
BORROWER OR ITS AGENTS OR EMPLOYEES FROM ANY AND ALL SOURCES RELATING TO THE
USE, ENJOYMENT AND OCCUPANCY OF THE PROPERTY WHETHER PAID OR ACCRUING BEFORE OR
AFTER THE FILING BY OR AGAINST BORROWER OF ANY PETITION FOR RELIEF UNDER THE
BANKRUPTCY CODE (COLLECTIVELY, THE "RENTS").
(D)
BANKRUPTCY CLAIMS.
ALL OF BORROWER'S CLAIMS AND RIGHTS (THE
"BANKRUPTCY CLAIMS") TO THE PAYMENT OF DAMAGES ARISING FROM ANY REJECTION BY A
LESSEE OF ANY LEASE UNDER THE BANKRUPTCY CODE.
(E)
LEASE GUARANTIES.
ALL OF BORROWER'S RIGHT, TITLE AND INTEREST IN
AND CLAIMS UNDER ANY AND ALL LEASE GUARANTIES, LETTERS OF CREDIT AND ANY OTHER
CREDIT SUPPORT (INDIVIDUALLY, A "LEASE GUARANTY," COLLECTIVELY, THE "LEASE
GUARANTIES") GIVEN BY ANY GUARANTOR IN CONNECTION WITH ANY OF THE LEASES OR
LEASING COMMISSIONS (INDIVIDUALLY, A "LEASE GUARANTOR," COLLECTIVELY, THE "LEASE
GUARANTORS") TO BORROWER.
(F)
PROCEEDS.
ALL PROCEEDS FROM THE SALE OR OTHER DISPOSITION OF THE
LEASES, THE RENTS, THE LEASE GUARANTIES AND THE BANKRUPTCY CLAIMS.
(G)
OTHER.
ALL RIGHTS, POWERS, PRIVILEGES, OPTIONS AND OTHER BENEFITS
OF BORROWER AS LESSOR UNDER THE LEASES AND BENEFICIARY UNDER THE LEASE
GUARANTIES,
2
INCLUDING WITHOUT LIMITATION THE IMMEDIATE AND CONTINUING RIGHT TO MAKE CLAIM
FOR, RECEIVE AND COLLECT ALL RENTS PAYABLE OR RECEIVABLE UNDER THE LEASES AND
ALL SUMS PAYABLE UNDER THE LEASE