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2oiooo751
<br />cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and
<br />unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems
<br />(including window cleaning apparatus), telephones, communication systems (including satellite
<br />dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and
<br />extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes,
<br />pumps, tanks, conduits, appliances, fittings and fixtures of every kind'~nd description (all of the
<br />foregoing in this paragraph (d) being collectively referred to hereira~as;the "Equipment")•
<br />(e) all right, title and interest of Mortgagor in and to all substitutes and
<br />replacements of, and all additions and improvements to, the Real Estate and the Equipment,
<br />subsequently acquired by or released to Mortgagor ar constructed, assembled or placed by
<br />Mortgagor on the Real Estate, immediately upon such acquisition, xelease, construction,
<br />assembling or placement, including, without limitation, any and all building materials whether
<br />stored at the Real Estate or offsite, and, in each such case, without any further deed, conveyance,
<br />assignment or other act by Mortgagor;
<br />(f) all right, title and interest of Mortgagor in, to and under all leases,
<br />subleases, underlettings, concession agreements, royalty leases, management agreements,
<br />licenses and other agreements relating to the use or occupancy of the Real Estate or the
<br />Equipment or any part thereof, now existing or subsequently entered into by Mortgagor and
<br />whether written or oral and all guarantees of any of the foregoing (collectively, as any of the
<br />foregoing may be amended, restated, extended, renewed ar modified from time to time, the
<br />"Tower Leases"), and all rights of Mortgagor in respect of cash and securities deposited
<br />thereunder and the right to receive and collect the revenues, income, rents, issues and profits
<br />thereof, together with all other rents, royalties, issues, profits, revenue, income and other benefits
<br />arising from the use and enjoyment of the Mortgaged Property (as defined below) (collectively,
<br />the "Rents");
<br />(g) all unearned premiums under insurance policies now ar subsequently
<br />obtained by Mortgagor relating to Mortgagor's interest in the Real Estate or Equipment and
<br />Mortgagor's interest in and to all proceeds of any such insurance policies (including title
<br />insurance policies) including the right to collect and receive such proceeds, subject to the
<br />provisions relating to insurance generally set forth below or as otherwise expressly set forth in
<br />the Credit Agreement; and all awards and other compensation, including the interest payable
<br />thereon and the right to collect and receive the same, made to the present or any subsequent
<br />owner of the Real Estate or Equipment for the taking by eminent domain, condemnation ar
<br />otherwise, of all ox any part of the Real Estate or any easement ar other right therein;
<br />(h) to the extent not prohibited under the applicable Tower Lease, contract,
<br />consent, license or other item unless the appropriate consent has been obtained, all right, title and
<br />interest of Mortgagor in and to (i) all contracts from time to time executed by Mortgagor or any
<br />manager or agent on its behalf relating to the ownership, construction, maintenance, repair,
<br />operation, occupancy, sale or financing of the Rea] Estate ar Equipment or any part thereof and
<br />all agreements and options relating to the purchase, use or lease of any portion of the Real Estate
<br />or any property which is adjacent or peripheral to the Real Estate, together with the right to
<br />exercise such options and all leases of Equipment, (ii) all consents, licenses, building permits,
<br />certificates of occupancy and other governmental approvals relating to construction, completion,
<br />3
<br />LIBD/1907386.1
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