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<br />200702333
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<br />stoves, ovens, refrigerators, garbage disposals, dishwashers, cabinets, mirrors, mantles, floor coverings,
<br />carpets, rugs, draperies and other furnishings and furniture installed or to be installed or used or usable in
<br />the operation of any part of the Project or facilities erected or to be erected in or upon the Property,
<br />including pool and deck furniture, clubhouse furnishings and exercise equipment; and every renewal or
<br />replacement thereof or articles in substitution therefor, whether or not the same are now or hereafter
<br />attached to the Property in any manner; all except for any right, title or interest therein owned by any
<br />tenant (it being agreed that all personal property owned by the Debtor and placed by it on the Property
<br />shall, so far as permitted by law, be deemed to be affixed to the Property, appropriated to its use, and
<br />covered by each of the Security Documents to which this Exhibit is attached).
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<br />6. All of the Debtor's right, title and interest in and to any and all judgments, awards of
<br />damages (including but not limited to severance and consequential damages), payments, proceeds,
<br />settlements or other compensation (collectively, the "A wards") heretofore or hereafter made, including
<br />interest thereon, and the right to receive the same, as a result of, in connection with, or in lieu of (i) any
<br />taking of the Property or any part thereof by the exercise of the power of condemnation or eminent
<br />domain, or the police power, (ii) any change or alteration of the grade of any street, or (iii) any other
<br />injury or decrease in the value of the Property or any part thereof (including but not limited to destruction
<br />or decrease in value by fire or other casualty), all of which Awards, rights thereto and shares therein are
<br />hereby assigned to the Secured Party, who is hereby authorized to collect and receive the proceeds thereof
<br />and to give proper receipts and acquaintances therefor and to apply, at its option, the net proceeds thereof,
<br />after deducting expenses of collection, as a credit upon any portion, as selected by the Secured Party, of
<br />the indebtedness secured by the Security Documents.
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<br />7. All of the Debtor's right, title and interest in and to any and all payments, proceeds,
<br />settlements or other compensation heretofore or hereafter made, including any interest thereon, and the
<br />right to receive the same from any and all insurance policies covering the Property or any portion thereof,
<br />or any ofthe other property described herein.
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<br />8. The interest of the Debtor in and to all of the rents, royalties, issues, profits, revenues,
<br />income and other benefits of the Property, or arising from the use or enjoyment of all or any portion
<br />thereof, or from any lease or agreement pertaining thereto, and all right, title and interest of the Debtor in
<br />and to, and remedies under, all contract rights, accounts receivable and general intangibles arising out of
<br />or in connection with any and all leases and subleases of the Property, or any part thereof, and of the other
<br />property described herein, or any part thereof, both now in existence or hereafter entered into, together
<br />with all proceeds (cash and non-cash) thereof; and including, without limitation, all cash or securities
<br />deposited thereunder to secure performance by the lessees oftheir obligations thereunder.
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<br />9. All of the Debtor's rights, options, powers and privileges in and to (but not the Debtor's
<br />obligations and burdens under) any construction contract, architectural and engineering agreements and
<br />management contract pertaining to the construction, development, repair, operation, ownership, equipping
<br />and management of the Property and all of the Debtor's right, title and interest in and to (but not the
<br />Debtor's obligations and burdens under) all architectural, engineering and similar plans, specifications,
<br />drawings, reports, surveys, plats, permits and the like, contracts for construction, development, repair,
<br />operating, management and maintenance of, or provision of services to, the Property or any of the other
<br />property described herein, and all sewer taps and allocations, agreements for utilities, bonds and the like,
<br />all relating to the Property.
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<br />10. All intangible personal property, accounts, licenses, permits, instruments, contract rights,
<br />chattel paper and general intangibles of the Debtor, including but not limited to cash; accounts receivable
<br />(other than existing receivables from affiliates of Debtor); bank accounts, certificates of deposit;
<br />securities; promissory notes; rents; rights (if any) to amounts held in escrow; insurance proceeds;
<br />condemnation rights; deposits; judgments, liens and causes of action; warranties and guarantees.
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