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<br /> replacements and improvements now or hereafter located thereon (collectively, the "Property")
<br /> and every modification, amendment or other agreement relating to such leases, subleases,
<br /> subsubleases, or other agreements entered into in connection with such leases, subleases,
<br /> subsubleases, or other agreements and every guarantee of the performance and observance of the
<br /> covenants, conditions and agreements to be performed and observed by the other party thereto,
<br /> and the right, title and interest of Borrower, its successors and assigns, therein and thereunder.
<br /> (b) Other Leases and Agreements. All other leases and other agreements,
<br /> whether or not in writing, affecting the use, enjoyment or occupancy of the Property or any
<br /> portion thereof now or hereafter made, whether made before or after the filing by or against
<br /> Borrower of any petition for relief under 11 U.S.C. §101 et seq., as the same may be amended
<br /> from time to time (the "Bankruptcy Code") together with any extension, renewal or
<br /> replacement of the same. This Assignment of other present and future leases and present and
<br /> future agreements being effective without further or supplemental assignment. The "leases"
<br /> described in Subsection 1.1(a) and the leases and other agreements described in this Subsection
<br /> 1.1(b) are collectively referred to as the "Leases".
<br /> (c) Rents. All rents, rent equivalents, income, receivables, revenues, receipts,
<br /> insurance proceeds, deposits and profits arising from the Leases and renewals thereof together
<br /> with all rents, rent equivalents, income, fees, receivables, accounts, profits (including, but not
<br /> limited to, all oil and gas or other mineral royalties and bonuses), charges for services rendered
<br /> and any and all payment and consideration of whatever form or nature received by Borrower or
<br /> its agents or employees from any and all sources relating to the use, enjoyment and occupancy of
<br /> the Property whether paid or accruing before or after the filing by or against Borrower of any
<br /> petition for relief under the Bankruptcy Code (collectively, the "Rents").
<br /> (d) Bankruptcy Claims. All of Borrower's claims and rights (the
<br /> "Bankruptcy Claims") to the payment of damages arising from any rejection by a lessee of any
<br /> Lease under the Bankruptcy Code.
<br /> (e) Lease Guaranties. All of Borrower's right, title and interest in and claims
<br /> under any and all lease guaranties, letters of credit and any other credit support (individually, a
<br /> "Lease Guaranty", collectively, the "Lease Guaranties") given by any guarantor in connection
<br /> with any of the Leases or leasing commissions (individually, a "Lease Guarantor", collectively,
<br /> the "Lease Guarantors") to Borrower.
<br /> (f) Proceeds. All proceeds from the sale or other disposition of the Leases,
<br /> the Rents, the Lease Guaranties and the Bankruptcy Claims.
<br /> (g) Other. All rights, powers, privileges, options and other benefits of
<br /> Borrower as lessor under the Leases and beneficiary under the Lease Guaranties, including
<br /> without limitation the immediate and continuing right to make claim for, receive and collect all
<br /> Rents payable or receivable under the Leases and all sums payable under the Lease Guaranties or
<br /> pursuant thereto (and to apply the same to the payment of the Debt), and to do all other things
<br /> which Borrower or any lessor is or may become entitled to do under the Leases or the Lease
<br /> Guaranties.
<br /> -2-
<br /> 79582.000016 EMF_US 44361557v1
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