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<br />connection with any operation or letting of the Real Estate, including but without limiting
<br />the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies,
<br />artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating,
<br />electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air
<br />conditioning and air - cooling apparatus, refrigerating, and incinerating equipment,
<br />escalators, elevators, loading and unloading equipment and systems, stoves, ranges,
<br />laundry equipment, cleaning systems (including window cleaning apparatus), telephones,
<br />communication systems (including satellite dishes and antennae), televisions, computers,
<br />sprinkler systems and other fire prevention and extinguishing apparatus and materials,
<br />security systems, motors, engines, machinery, pipes, pumps, tanks, conduits, appliances,
<br />fittings and fixtures of every kind and description (all of the foregoing in this paragraph
<br />(d) being referred to as the "Equipment ");
<br />(e) all substitutes and replacements of, and all additions and improvements to, the
<br />Real Estate and the Equipment, subsequently acquired by or released to Grantor or
<br />constructed, assembled or placed by Grantor on the Real Estate, immediately upon such
<br />acquisition, release, construction, assembling or placement, including, without limitation,
<br />any and all building materials whether stored at the Real Estate or offsite, and, in each
<br />such case, without any further deed, conveyance, assignment or other act by Grantor;
<br />(f) all leases, subleases, underlettings, concession agreements, management
<br />agreements, licenses and other agreements relating to the use or occupancy of the Real
<br />Estate or the Equipment or any part thereof, now existing or subsequently entered into by
<br />Grantor and whether written or oral and all guarantees of any of the foregoing
<br />(collectively, as any of the foregoing may be amended, restated, extended, renewed or
<br />modified from time to time, the "Leases "), and all rights of Grantor in respect of cash and
<br />securities deposited thereunder and the right to receive and collect the revenues, income,
<br />rents, issues and profits thereof, together with all other rents, royalties, issues, profits,
<br />revenue, income and other benefits arising from the use and enjoyment of the Trust
<br />Property (as defined below) (collectively, the "Rents "), but expressly excluding from
<br />Rents the Receivables (as defined in the Guarantee and Collateral Agreement);
<br />(g) all unearned premiums under insurance policies now or subsequently obtained
<br />by Grantor relating to the Real Estate or Equipment and Grantor's interest in and to all
<br />proceeds of any such insurance policies (including title insurance policies) including the
<br />right to collect and receive such proceeds, subject to the provisions relating to insurance
<br />generally set forth below; and all awards and other compensation, including the interest
<br />payable thereon and the right to collect and receive the same, made to the present or any
<br />subsequent owner of the Real Estate or Equipment for the taking by eminent domain,
<br />condemnation or otherwise, of all or any part of the Real Estate or any easement or other
<br />right therein;
<br />(h) to the extent not prohibited under the applicable contract, consent, license or
<br />other item unless the appropriate consent has been obtained, (i) all contracts from time to
<br />time executed by Grantor or any manager or agent on its behalf relating to the ownership,
<br />construction, maintenance, repair, operation, occupancy, sale or financing of the Real
<br />Estate or Equipment or any part thereof and all agreements and options relating to the
<br />purchase or lease of any portion of the Real Estate or any property which is adjacent or
<br />053114- 1025- 08505- NY01.2330405.1
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