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200505845
<br />condemnation awards and claims therefor relating
<br />thereto or arising in connection therewith; all rights
<br />to property forming the subject matter of any of the
<br />foregoing, including, without limitation, rights to
<br />stoppage in transit and rights to returned or
<br />repossessed property; all writings relating to the
<br />foregoing or arising in connection therewith; and
<br />(e) all contract rights, general intangibles and other
<br />property rights of any nature whatsoever arising out
<br />of or in connection with any of the foregoing (other
<br />than Excluded Collateral), including, without
<br />limitation, payments due or to become due, whether as
<br />repayments, reimbursements, contractual obligations,
<br />indemnities, damages or otherwise.
<br />As used herein, "Equipment" shall mean all buildings,
<br />structures, improvements, fixtures and items of machinery,
<br />equipment and other tangible personal property which constitute,
<br />arise from or relate to the operation, maintenance or repair of
<br />the Property or any portion thereof, together with all repairs,
<br />replacements, improvements, substitutions, extensions or
<br />renewals thereof or additions thereto, all parts, additions and
<br />accessories incorporated therein or affixed thereto, and all
<br />"equipment" as such term is defined in the Uniform Commercial
<br />Code, and all cash and non -cash proceeds therefrom.
<br />As used herein, "Excluded Collateral" shall mean (a) all
<br />Accounts of Debtor, (b) all Deposit Accounts and Securities
<br />Accounts of Debtor, (c) all Chattel Paper of Debtor, (d) all
<br />Support Obligations relating to any of the foregoing, (e) all
<br />Instruments or Investment Property evidencing or arising from
<br />any Accounts or Chattel Paper, (f) all documents, books, records
<br />or other information pertaining to any of the foregoing
<br />(including, without limitation, customer lists, credit files,
<br />computer programs, printouts, tapes, discs, punch cards, data
<br />processing software and other computer materials and records and
<br />related property and rights), (g) all accessions to,
<br />substitutions for, and all replacements, products and proceeds
<br />of the foregoing (including without limitation, proceeds of
<br />insurance policies insuring any of the foregoing), (h) all of
<br />Debtor's right to receive any payments under or in respect of
<br />any Sunrise Operating Agreement to which it is a party, no
<br />matter how the same is characterized and all of Debtor's books
<br />and records in any way relating to the foregoing, and (i) the
<br />Amended and Restated Sublease Agreement dated June 3, 2005,
<br />between Five Star Quality Care Trust, as sublandlord, and
<br />Debtor, as subtenant.
<br />- B -2 -
<br />{B0416201; 1)
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