OR HEREAFTER OWNED BY MORTGAGOR AND WHICH ARE
LOCATED WITHIN OR ABOUT THE LAND AND THE IMPROVEMENTS, TOGETHER WITH ALL
ACCESSORIES, REPLACEMENTS AND SUBSTITUTIONS THERETO OR THEREFOR AND THE PROCEEDS
THEREOF (COLLECTIVELY, THE "PERSONAL PROPERTY"), AND THE RIGHT, TITLE AND
INTEREST OF MORTGAGOR IN AND TO ANY OF THE PERSONAL PROPERTY WHICH MAY BE
SUBJECT TO ANY SECURITY INTERESTS, AS DEFINED IN THE UNIFORM COMMERCIAL CODE, AS
ADOPTED AND ENACTED BY THE STATE OR STATES WHERE ANY OF THE SUBJECT PROPERTY IS
LOCATED (THE "UNIFORM COMMERCIAL CODE"), SUPERIOR IN LIEN TO THE LIEN OF THIS
MORTGAGE AND ALL PROCEEDS AND PRODUCTS OF THE ABOVE.
NOTWITHSTANDING THE
FOREGOING, THE PERSONAL PROPERTY SHALL NOT INCLUDE ANY PROPERTY BELONGING TO
TENANTS UNDER LEASES OR GUESTS OR INVITEES AT THE SUBJECT PROPERTY EXCEPT TO THE
EXTENT THAT MORTGAGOR SHALL HAVE ANY RIGHT OR INTEREST THEREIN;
(I)
LEASES AND RENTS.
ALL LEASES, SUBLEASES OR
SUBSUBLEASES, LETTINGS, LICENSES, CONCESSIONS OR OTHER AGREEMENTS (WHETHER
WRITTEN OR ORAL), PURSUANT TO WHICH ANY PERSON OR PARTY IS GRANTED A POSSESSORY
INTEREST IN, OR RIGHT TO USE OR OCCUPY ALL OR ANY PORTION OF THE LAND AND THE
IMPROVEMENTS, 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,
HERETOFORE OR HEREAFTER ENTERED INTO (COLLECTIVELY, THE "LEASES"), WHETHER
BEFORE OR AFTER THE FILING BY OR AGAINST MORTGAGOR OF ANY PETITION FOR RELIEF
UNDER 11 U.S.C. §101 ET SEQ., AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE
"BANKRUPTCY CODE") AND ALL RIGHT, TITLE AND INTEREST OF MORTGAGOR, ITS
SUCCESSORS AND ASSIGNS THEREIN AND THEREUNDER, INCLUDING, WITHOUT LIMITATION,
CASH OR SECURITIES DEPOSITED THEREUNDER TO SECURE THE PERFORMANCE BY THE LESSEES
OF THEIR OBLIGATIONS THEREUNDER AND ALL RENTS, ADDITIONAL RENTS, REVENUES,
ISSUES AND PROFITS ARISING FROM THE LEASES AND RENEWALS 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 MORTGAGOR OR ITS AGENTS OR
EMPLOYEES FROM ANY AND ALL SOURCES RELATING TO THE USE, ENJOYMENT AND OCCUPANCY
OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, ALL REVENUES AND CREDIT
CARD RECEIPTS COLLECTED FROM GUEST ROOMS, RESTAURANTS, ROOM SERVICE, BARS,
MEETING ROOMS, BANQUET ROOMS AND RECREATIONAL FACILITIES, ALL RECEIVABLES,
CUSTOMER OBLIGATIONS, INSTALLMENT PAYMENT OBLIGATIONS 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
4
BY MORTGAGOR OR ANY OPERATOR OR MANAGER OF
THE HOTEL OR THE COMMERCIAL SPACE LOCATED IN THE IMPROVEMENTS OR ACQUIRED FROM
OTHERS (INCLUDING, WITHOUT LIMITATION, FROM THE RENTAL OF ANY OFFICE SPACE,
RETAIL