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200503105
<br />Land and the Improvements, and every modification, amendment or other agreement relating to
<br />such leases, subleases, subsubleases, or other agreements entered into in connection with such
<br />leases, subleases, subsubleases, or. ,other agreements and every guarantee of the performance and
<br />observance of the covenants, conditions and agreements to be performed and observed by the
<br />other party thereto, heretofore or hereafter entered into (collectively, the "Leases "), whether
<br />before or after the filing by or against Borrower of any petition for relief under 11 U.S.C. § 1.01 et
<br />seq., as the same may be amended from time to time (the "Bankruptcy Code ") and all right, title
<br />and interest of Borrower, its successors and assigns therein and thereunder, including, without
<br />limitation, cash or securities deposited thereunder to secure the performance by the lessees of
<br />their obligations thereunder and all rents, additional rents, revenues, issues and profits (including
<br />all oil and gas or other mineral royalties and bonuses) from the Land income, charges for
<br />services rendered or to be rendered (including, without limitation, rights to payment earned
<br />under leases for space in the Property for the operation of ongoing retail businesses such as
<br />newsstands, concession stands, barbershops, beauty shops, gift shops, cafeterias, dining rooms,
<br />restaurants, lounges, vending machines, physicians' offices, pharmacies, laboratories,
<br />gymnasiums, swimming pools, tennis courts, golf courses, recreational centers, and specialty
<br />shops) and the Improvements and the operations conducted thereon whether paid or accruing
<br />before or after the filing by or against Borrower of any petition for relief under the Bankruptcy
<br />Code (collectively, the "Rents ") and all proceeds from the sale or other disposition of the Leases
<br />and the right to receive and apply the Rents to the payment of the Debt;
<br />(i) Condemnation Awards. All Awards which may heretofore and hereafter
<br />be made with respect to the Property, whether from the exercise of the right of eminent domain
<br />(including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of the
<br />right), or for a change of grade, or for any other injury to or decrease in the value of the Property;
<br />0) Insurance Proceeds. All Insurance Proceeds in respect of the Property
<br />under any Policies covering the Property, including, without limitation, the right to receive and
<br />apply the proceeds of any Policies, judgments, or settlements made in lieu thereof, in connection
<br />with a Casualty to the Property;
<br />(k) Tax Certiorari. All refunds, rebates or credits in connection with
<br />reduction in Taxes or Other Charges charged against the Property;
<br />(1) Conversion. All proceeds of the conversion, voluntary or involuntary, of
<br />any of the foregoing including, without limitation, Insurance Proceeds and Awards and Lease
<br />proceeds, into cash or liquidation claims;
<br />(m) Rights. The right, in the name and on behalf of Borrower, to appear in and
<br />defend any action or proceeding brought with respect to the Property and to commence any
<br />action or proceeding to protect the interest of Lender in the Property;
<br />(n) Agreements. To the extent permitted by applicable law, all agreements,
<br />contracts, certificates, instruments, franchises, permits, licenses (including, without limitation,
<br />liquor licenses, business licenses, state health department or social service licenses, food service
<br />licenses, certificates of need and all such other permits, licenses and rights, obtained from any
<br />Health Care Authorities (as defined in the Loan Agreement) concerning ownership, operation,
<br />NYLIB4 753776.3 -4-
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