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<br />200605274
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<br />whatsoever, both at law and in equity, of Borrower of, in and to the Land and the Improvements
<br />and every part and parcel thereof, with the appurtenances thereto;
<br />
<br />(e) Fixtures. All machinery, equipment, fixtures (including, but not limited to, all
<br />heating, air conditioning, plumbing, lighting, communications and elevator fixtures but expressly
<br />excluding any trade fixtures) and additions thereto and replacements thereof used in connection
<br />with or to operate any of the foregoing owned by Borrower, or in which Borrower has or shall
<br />have an interest, now or hereafter, affixed to, attached to or placed upon the Land and the
<br />Improvements, or appurtenant thereto, and used in connection with the present or future
<br />operation and occupancy of the Land and the Improvements (collectively, the "Fixtures"), and
<br />the right, title and interest of Borrower in and to any of the Fixtures which may be subject to any
<br />"security interests", as defined in the Uniform Commercial Code, as adopted and enacted by the
<br />state or states where any of the Property is located (the "Uniform Commercial Code"), and all
<br />proceeds and products of the above;
<br />
<br />(1) Leases and Rents. All leases, subleases, subsubleases, lettings, licenses,
<br />concessions or other agreements (whether written or oral) pursuant to which any Person is
<br />granted a possessory interest in, or right to use or occupy all or any portion of, the Land and the
<br />Improvements, and every modification, amendment or other agreement relating to such leases,
<br />subleases, subsubleases, lettings, licenses, concessions or other agreements entered into in
<br />connection with such leases, subleases, subsubleases, lettings, licenses, concessions or other
<br />agreements and every guarantee of the performance and observance of the covenants, conditions
<br />and agreements to be performed and observed by the other party thereto, heretofore or hereafter
<br />entered into, whether before or after the filing by or against Borrower of any petition for relief
<br />under the Bankruptcy Code (collectively, the "Leases") and all right, title and interest of
<br />Borrower, its successors and assigns therein and thereunder, including, without limitation, cash
<br />or securities deposited thereunder to secure the performance by the lessees of their obligations
<br />thereunder and all rents, additional rents, rent equivalents, moneys payable as damages or in lieu
<br />of rent or rent equivalents, royalties (including, without limitation, all oil and gas or other
<br />mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including,
<br />without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for
<br />services rendered in connection with such leases, subleases, subsubleases, lettings, licenses,
<br />concessions or other agreements, and other consideration of whatever form or nature received by
<br />or paid to or for the account of or benefit of Borrower or its agents or employees from any and
<br />all sources now existing or hereafter arising or created out of the sale, lease, sublease, letting,
<br />license, concession or other grant of the right of the use and occupancy of the Property or
<br />rendering of services by Borrower in connection therewith and proceeds, if any, from business
<br />interruption or other loss of rental income insurance whether paid or accruing before or after the
<br />filing.by or against Borrower of any petition for relief under the Bankruptcy Code (collectively,
<br />the "Rents") and all proceeds from the sale or other disposition of the Leases and the right to
<br />receive and apply the Rents to the payment of the Obligations;
<br />
<br />(g) Insurance Proceeds. All proceeds of and any unearned premiums on any
<br />insurance policies in respect of the Property under any Policies covering the Property, including,
<br />without li,mitation, the right to receive and apply the proceeds of any insurance, judgments, or
<br />settlements made in lieu thereof, for damage to the Property as provided herein or in the Loan
<br />Agreement;
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<br />Nebraska
<br />[TPW: NYLEGAL:505604.2] 20528-00030 05/1312006 02:00 PM
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