though set
forth in full and shall be considered a part of this Assignment.
NOW THEREFORE, in consideration of the making of the Loan by Lender and the
covenants, agreements, representations and warranties set forth in this
Assignment:
ARTICLE 1
ASSIGNMENT
SECTION 1.1
PROPERTY ASSIGNED.
BORROWER HEREBY ABSOLUTELY AND
UNCONDITIONALLY ASSIGNS AND GRANTS TO LENDER THE FOLLOWING PROPERTY, RIGHTS,
INTERESTS AND ESTATES, NOW OWNED OR HEREAFTER ACQUIRED BY BORROWER:
(A)
LEASES.
ALL LEASES, SUBLEASES OR SUBSUBLEASES, LETTINGS,
LICENSES, CONCESSIONS OR OTHER AGREEMENTS (WHETHER WRITTEN OR ORAL AND WHETHER
NOW OR HEREAFTER IN EFFECT) PURSUANT TO WHICH ANY PERSON IS GRANTED A POSSESSORY
INTEREST IN, OR RIGHT TO USE OR OCCUPY ALL OR ANY PORTION OF 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, HERETOFORE OR HEREAFTER
ENTERED INTO, WHETHER BEFORE OR AFTER THE FILING BY OR AGAINST BORROWER 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") (COLLECTIVELY, THE "LEASES"), TOGETHER
WITH ANY EXTENSION, RENEWAL OR REPLACEMENT OF SAME.
THIS ASSIGNMENT OF EXISTING
AND FUTURE LEASES AND OTHER AGREEMENTS BEING EFFECTIVE WITHOUT ANY FURTHER OR
SUPPLEMENTAL ASSIGNMENT DOCUMENTS.
(B)
RENTS.
ALL RENTS, "ADDITIONAL RENT" (I.E. PASS-THROUGHS FOR
OPERATING EXPENSES, REAL ESTATE TAX ESCALATIONS AND/OR REAL ESTATE TAX
PASS-THROUGHS, PAYMENTS BY TENANTS ON ACCOUNT OF ELECTRICAL CONSUMPTION,
PORTERS' WAGE ESCALATIONS, CONDENSER WATER CHARGES AND TAP-IN FEES, FREIGHT
ELEVATOR AND HVAC OVERTIME CHARGES, CHARGES FOR EXCESSIVE RUBBISH REMOVAL AND
OTHER SUNDRY CHARGES), RENT EQUIVALENTS, MONIES PAYABLE AS DAMAGES (INCLUDING
PAYMENTS BY REASON OF THE REJECTION OF A LEASE IN A BANKRUPTCY PROCEEDING) OR IN
LIEU OF RENT OR RENT EQUIVALENTS, ROYALTIES (INCLUDING ALL OIL AND GAS OR OTHER
MINERAL ROYALTIES AND BONUSES), INCOME, FEES, RECEIVABLES, RECEIPTS, REVENUES,
DEPOSITS (INCLUDING SECURITY, UTILITY AND OTHER DEPOSITS), ACCOUNTS, CASH,
ISSUES, PROFITS, CHARGES FOR SERVICES RENDERED, AND OTHER PAYMENT AND
CONSIDERATION OF WHATEVER FORM OR NATURE RECEIVED BY OR PAID TO OR FOR THE
ACCOUNT OF OR BENEFIT OF BORROWER, MANAGER OR ANY OF THEIR RESPECTIVE AGENTS OR
EMPLOYEES FROM ANY AND ALL SOURCES ARISING FROM OR ATTRIBUTABLE TO THE PROPERTY
AND THE IMPROVEMENTS, INCLUDING 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 THE PROPERTY OR RENDERING
OF SERVICES BY OR ON BEHALF OF BORROWER, AND INSURANCE PROCEEDS, IF ANY, FROM
BUSINESS INTERRUPTION OR OTHER LOSS OF INCOME INSURANCE (COLLECTIVELY, THE
"RENTS").
(C)
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.
(D)
LEASE