OR ORAL
AND ALL GUARANTEES OF ANY OF THE FOREGOING (COLLECTIVELY, AS ANY OF THE
FOREGOING MAY BE AMENDED, RESTATED, EXTENDED, RENEWED OR MODIFIED FROM TIME TO
TIME, THE "LEASES"), AND ALL RIGHTS OF MORTGAGOR IN RESPECT OF CASH AND
SECURITIES DEPOSITED THEREUNDER AND THE RIGHT TO RECEIVE AND COLLECT THE
REVENUES, INCOME, RENTS, ISSUES AND PROFITS THEREOF, TOGETHER WITH ALL OTHER
RENTS, ROYALTIES, ISSUES, PROFITS, REVENUE, INCOME AND OTHER BENEFITS ARISING
FROM THE USE AND ENJOYMENT OF THE MORTGAGED PROPERTY (AS DEFINED BELOW)
(COLLECTIVELY, THE "RENTS");
G.
ALL RIGHT, TITLE AND INTEREST OF
MORTGAGOR, TO THE EXTENT ASSIGNABLE, IN AND TO ALL UNEARNED PREMIUMS UNDER
INSURANCE POLICIES NOW OR SUBSEQUENTLY OBTAINED BY MORTGAGOR RELATING TO THE
REAL ESTATE OR EQUIPMENT AND MORTGAGOR'S INTEREST IN AND TO ALL PROCEEDS OF ANY
SUCH INSURANCE POLICIES (INCLUDING TITLE INSURANCE POLICIES) INCLUDING THE RIGHT
TO COLLECT AND RECEIVE SUCH PROCEEDS, SUBJECT TO THE PROVISIONS RELATING TO
INSURANCE GENERALLY SET FORTH BELOW; AND ALL AWARDS AND OTHER COMPENSATION,
INCLUDING THE INTEREST PAYABLE THEREON AND THE RIGHT TO COLLECT AND RECEIVE THE
SAME, MADE TO THE PRESENT OR ANY SUBSEQUENT OWNER OF THE REAL ESTATE OR
EQUIPMENT FOR THE TAKING BY EMINENT DOMAIN, CONDEMNATION OR OTHERWISE, OF ALL OR
ANY PART OF THE REAL ESTATE OR ANY EASEMENT OR OTHER RIGHT THEREIN, SUBJECT TO
THE PROVISIONS RELATING TO CONDEMNATION AWARDS GENERALLY SET FORTH BELOW;
H.
TO THE EXTENT NOT PROHIBITED UNDER THE
APPLICABLE CONTRACT, CONSENT, LICENSE OR OTHER ITEM UNLESS THE APPROPRIATE
CONSENT HAS BEEN OBTAINED, ALL RIGHT, TITLE AND INTEREST OF MORTGAGOR IN AND TO
(I) ALL CONTRACTS FROM TIME TO TIME EXECUTED BY MORTGAGOR OR ANY MANAGER OR
AGENT ON ITS BEHALF RELATING TO THE OWNERSHIP, CONSTRUCTION, MAINTENANCE,
REPAIR, OPERATION, OCCUPANCY, SALE OR FINANCING OF THE REAL ESTATE OR EQUIPMENT
OR ANY PART THEREOF AND ALL AGREEMENTS AND OPTIONS RELATING TO THE PURCHASE OR
LEASE OF ANY PORTION OF THE REAL ESTATE OR ANY PROPERTY WHICH IS ADJACENT OR
PERIPHERAL TO THE REAL ESTATE, TOGETHER WITH THE RIGHT TO EXERCISE SUCH OPTIONS
AND ALL LEASES OF EQUIPMENT, (II) ALL CONSENTS, LICENSES, BUILDING PERMITS,
CERTIFICATES OF OCCUPANCY AND OTHER GOVERNMENTAL APPROVALS RELATING TO
CONSTRUCTION, COMPLETION, OCCUPANCY, USE OR OPERATION OF THE REAL ESTATE OR ANY
PART THEREOF, AND (III) ALL DRAWINGS, PLANS, SPECIFICATIONS AND SIMILAR OR
RELATED ITEMS RELATING TO THE REAL ESTATE; AND
D-4
I.
ALL PROCEEDS, BOTH CASH AND NONCASH,
OF THE FOREGOING; BUT EXCLUDING ANY ASSETS OR INTERESTS IN ASSETS TRANSFERRED IN
CONNECTION WITH ANY SPECIAL PURPOSE FINANCING (AS DEFINED IN THE CREDIT
AGREEMENT), OR SUBJECT TO ANY LIENS OF THE TYPE REFERRED TO IN SUBSECTION
7.2(K)(I) (WITH RESPECT TO INDEBTEDNESS UNDER SUBSECTION 7.1(B)(IX)), OR
SUBSECTION 7.2(K)(IV).
(ALL OF THE FOREGOING PROPERTY AND RIGHTS AND INTERESTS NOW OWNED OR HELD OR
SUBSEQUENTLY ACQUIRED BY MORTGAGOR AND DESCRIBED IN THE FOREGOING CLAUSES (A)
THROUGH (D) ARE COLLECTIVELY REFERRED TO AS THE "PREMISES", AND THOSE DESCRIBED
IN THE FOREGOING CLAUSES (A) THROUGH (I) ARE COLLECTIVELY REFERRED TO AS THE
"MORTGAGED PROPERTY").
TO