Common use of Leases and Rents Clause in Contracts

Leases and Rents. All other leases, subleases or subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into (collectively, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions), whether before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code and all right, title and interest of Borrower and Borrower’s successors and assigns therein and thereunder, including cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues, issues and profits (including all oil and gas or other mineral royalties and bonuses and all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities) from the Land and the Improvements whether paid or accruing before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt;

Leases and Rents. All other Subject to Section 1.02 hereof, and, if applicable, the Loan Agreement, all existing and future leases, subleases or subleases, subsubleases, lettings, licenses, concessions or other agreements made a part thereof (whether written or oraloral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest inaffecting the use, enjoyment, or right to use or occupy occupancy of all or any portion part of the Land and/or the Improvements heretofore or hereafter entered into and the Improvementsall extensions, and every modificationamendments, amendment modifications or other agreement agreements relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee guarantee, letter of credit or any other credit support of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into (collectively, and the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title and interest in respect of Hotel Transactions have been assigned to Lender Mortgagor, its successors and are subject to the lien hereofassigns, the term “Leases” shall not include Hotel Transactions)therein, whether before or after the filing by or against Borrower Mortgagor of any petition for relief under the Bankruptcy Code (the “Leases”) and all right, title and interest of Borrower and Borrower’s Mortgagor, its successors and assigns therein and thereunder, including including, without limitation, any guaranties of the lessees’ obligations thereunder (“Lease Guaranties”), cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, rent equivalents, payments in connection with any termination, cancellation or surrender of any Lease, revenues, issues and profits (including including, without limitation, all oil and gas or other mineral royalties and bonuses and all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilitiesbonuses) from the Land and and/or the Improvements whether paid or accruing before or after the filing by or against Borrower Mortgagor of any petition for relief under the Bankruptcy Code (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) and all proceeds from the sale or other disposition of the Leases (the “Rents”) and the right to receive and apply the Rents to the payment of the DebtSecured Obligations;

Leases and Rents. All other leasesSubject to the terms of Section 1.2 of this Security Instrument, subleases all existing or subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such future leases, subleases, subsubleasesrental agreements and other agreements whether or not in writing for the use or occupancy of the Land and/or the Improvements, or other any part of such leases or agreements existing now or entered into in connection with the future and all extensions, renewals, amendments, replacements, and modifications of such leasesleases or agreements, subleases, subsubleases, and each existing or other agreements and every guarantee future guaranty of the payment or performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into (collectively, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions)thereunder, whether before or after the filing by or against Borrower Grantor of any petition for relief under Debtor Relief Laws (collectively, the Bankruptcy Code “Leases”) and all right, title and interest of Borrower and Borrower’s Grantor, its successors and assigns therein in and thereunderunder the Leases, including including, without limitation, any guaranties of the lessees’ obligations thereunder (“Lease Guaranties”), cash or securities deposited or letters of credit delivered thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, bonuses, revenues, issues issues, proceeds, and profits (including all oil rents, revenues, bonus money, royalties, rights, and benefits accruing to Grantor under all present and future oil, gas or other and mineral royalties leases on any parts of the Land and bonuses and all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilitiesthe Improvements) from the Land and the Improvements, all income, rents, issues, profits, revenues, deposits, accounts and other benefits from operation of the Improvements on the Land and/or the Improvements, including, without limitation, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of sale, Lease, sublease, license, concession or other grant of the right of the possession, use or occupancy of all or any portion of the Land or Improvements (or both), or personalty located thereon, or rendering of services by Grantor or any operator or manager of the Improvements or the commercial space located in the Improvements or acquired from others including, without limitation, from business interruption or other loss of income insurance relating to the use, enjoyment or occupancy of the Land or the Improvements (or both) whether paid or accruing before or after the filing by or against Borrower Grantor of any petition for relief under the Bankruptcy Code (collectively, Debtor Relief Laws and including, the avoidance of doubt, all rent proceeds and other amounts payable by Master Tenant paid or owing to Borrower Grantor under or pursuant to any and all contracts and bonds relating to the Master Leaseconstruction or renovation of the Secured Property (collectively, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt;Indebtedness.

Leases and Rents. All other leases, subleases or subleases, subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into (collectively, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions)into, whether before or after the filing by or against Borrower of any petition for relief under 11 U.S.C. §101 et seq., as the same may be amended from time to time (the “Bankruptcy Code Code”) (collectively, the “Leases”) and all right, title and interest of Borrower and Borrower’s , its successors and assigns therein and thereunder, including cash all cash, letters of credit or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenuesrent equivalents, issues and profits moneys payable as damages or in lieu of rent or rent equivalents, royalties (including all oil and gas or other mineral royalties and bonuses bonuses), income, receivables, receipts, revenues, deposits (including security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Borrower or its agents or employees from any and all hotel receiptssources arising from or attributable to the Property, revenues including all receivables, customer obligations, installment payment obligations and credit card receipts collected other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Borrower or Property Manager and proceeds, if any, from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities) from the Land and the Improvements business interruption or other loss of income insurance whether paid or accruing before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the DebtObligations (as hereinafter defined);

Leases and Rents. All other leases, subleases or subsubleases, lettingstenancies, licenses, concessions subleases, rental agreements, registration cards and agreements, if any, and other agreements, whether or other agreements (whether written not in writing, providing for the use, enjoyment or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion occupancy of the Land and and/or the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, Improvements heretofore or hereafter entered into (collectivelyand all extensions, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title amendments and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions)modifications thereto, whether before or after the filing by or against Borrower Mortgagor of any petition for relief under Title 11 U.S.C.A. § 101 et seq. and the regulations adopted and promulgated thereto (as the same may be amended from time to time, the “Bankruptcy Code Code”) (the “Tenant Leases”) and all right, title and interest of Borrower and Borrower’s Mortgagor, its successors and assigns therein and thereunder, including including, without limitation, any guaranties of the lessees’ obligations thereunder, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, payments in connection with any termination, cancellation or surrender of any Tenant Lease, revenues, issues issues, registration fees, if any, and profits (including all oil and gas or other mineral royalties and bonuses bonuses) from the Land, the Improvements, all income, rents, room rates, issues, profits, revenues, deposits, accounts and other benefits from the operation of the hotel on the Land and/or the Improvements, including, without limitation, all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, mini-bars, meeting rooms, banquet rooms and recreational facilities) facilities and otherwise, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of sale, lease, sublease, license, concession or other grant of the right of the possession, use or occupancy of all or any portion of the Land and/or Improvements, or personalty located thereon, or rendering of services by Mortgagor or any operator or manager of the hotel or the commercial space located in the Improvements or acquired from others including, without limitation, from the rental of any office space, retail space, commercial space, guest room or other space, halls, stores or offices, including any deposits securing reservations of such space, exhibit or sales space of every kind, license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance relating to the use, enjoyment or occupancy of the Land and and/or the Improvements whether paid or accruing before or after the filing by or against Borrower Mortgagor of any petition for relief under the Bankruptcy Code (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) and all proceeds from the sale or other disposition of the Tenant Leases (the “Rents”) and the right to receive and apply the Rents to the payment of the Debt; Condemnation Awards. All awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Property, whether from the exercise of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property; Insurance Proceeds. All proceeds of and any unearned premiums on any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property; Tax Certiorari. All refunds, rebates or credits in connection with a reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction;

Leases and Rents. All other leases, subleases or subleases, subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into into, whether before or after the filing by or against Borrower of any petition for relief under any Creditors Rights Laws (collectively, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions), whether before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code ) and all right, title and interest of Borrower and Borrower’s , its successors and assigns therein and thereunder, including including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rentsrent equivalents, revenues, issues and profits moneys payable as damages (including payments by reason of the rejection of a Lease in a Bankruptcy Action) or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas or other mineral royalties and bonuses bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Borrower, Master Lessee, Manager, or any of their respective agents or employees from any and all sources arising from or attributable to the Property, including, without limitation, all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities) , all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Borrower or Master Lessee or any operator or manager of the hotel or the commercial space located in the Improvements or acquired from others (including, without limitation, from the Land rental of any office space, retail space, guest rooms or other space, halls, stores, and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and the Improvements whether paid Insurance Proceeds, if any, from business or accruing before rental interruption or after the filing by or against Borrower other loss of any petition for relief under the Bankruptcy Code income insurance (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt;

Leases and Rents. All other leasesleases [(including the Ground Lease)], subleases [(including the Operating Lease)], rental agreements, registration cards and agreements, if any, and other agreements, whether or subsubleasesnot in writing, lettingsaffecting the use, licenses, concessions enjoyment or other agreements (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion occupancy of the Land and and/or the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, Improvements heretofore or hereafter entered into (collectivelyand all extensions, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title amendments and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions)modifications thereto, whether before or after the filing by or against Borrower Mortgagors of any petition for relief under the Bankruptcy Code (the “Leases”) and all right, title and interest of Borrower and Borrower’s Mortgagors, their respective successors and assigns therein and thereunder, including including, without limitation, any guaranties of the lessees’ obligations thereunder, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues, issues issues, registration fees, if any, and profits (including all oil and gas or other mineral royalties and bonuses and all rents, revenues, bonus money, royalties, rights and benefits accruing to Mortgagors under all present and future oil, gas and mineral leases on any parts of the Land and the Improvements) from the Land and the Improvements, all income, rents, room rates, issues, profits, revenues, deposits, accounts and other benefits from the operation of the hotel receiptson the Land and/or the Improvements, including, without limitation, all revenues and credit card receipts collected from guest rooms, restaurants, bars, mini-bars, meeting rooms, banquet rooms and recreational facilities) facilities and otherwise, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of sale, lease, sublease, license, concession or other grant of the right of the possession, use or occupancy of all or any portion of the Land and/or Improvements, or personalty located thereon, or rendering of services by Mortgagors or any operator or manager of the hotel or the commercial space located in the Improvements or acquired from others including, without limitation, from the rental of any office space, retail space, commercial space, guest room or other space, halls, stores or offices, including any deposits securing reservations of such space, exhibit or sales space of every kind, license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance relating to the use, enjoyment or occupancy of the Land and and/or the Improvements whether paid or accruing before or after the filing by or against Borrower Mortgagor of any petition for relief under the Bankruptcy Code (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the DebtObligations;

Leases and Rents. All other leases, subleases or subsubleases, lettingsrental agreements, licensesregistration cards and agreements, concessions or if any, and other agreements (, whether written or oral) pursuant to which any Person is granted a possessory interest innot in writing, affecting the use, enjoyment or right to use or occupy all or any portion occupancy of the Land and and/or the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, Improvements heretofore or hereafter entered into (collectivelyand all extensions, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title amendments and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions)modifications thereto, whether before or after the filing by or against Borrower Mortgagor of any petition for relief under the Bankruptcy Code (the “Leases”) and all right, title and interest of Borrower and Borrower’s Mortgagor, its successors and assigns therein and thereunder, including including, without limitation, any guaranties of the lessees’ obligations thereunder, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues, issues issues, registration fees, if any and profits (including all oil and gas or other mineral royalties and bonuses bonuses) from the Land, the Improvements, all income, rents, room rates, issues, profits, revenues, deposits, accounts and other benefits from the operation of the hotel on the Land and/or the Improvements, including, without limitation, all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, mini-bars, meeting rooms, banquet rooms and recreational facilities) facilities and otherwise, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of sale, lease, sublease, license, concession or other grant of the right of the possession, use or occupancy of all or any portion of the Land and/or Improvements, or personalty located thereon, or rendering of services by Mortgagor or any operator or manager of the hotel or the commercial space located in the Improvements or acquired from others including, without limitation, from the rental of any office space, retail space, commercial space, guest room or other space, halls, stores or offices, including any deposits securing reservations of such space, exhibit or sales space of every kind, license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance relating to the use, enjoyment or occupancy of the Land and and/or the Improvements whether paid or accruing before or after the filing by or against Borrower Mortgagor of any petition for relief under the Bankruptcy Code (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt;

Leases and Rents. All other leases, subleases or subleases, subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into (collectively, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions)into, whether before or after the filing by or against any Borrower of any petition for relief under any Creditors Rights Laws (collectively, the Bankruptcy Code “Leases”) and all right, title and interest of Borrower and Borrower’s Borrowers, their respective successors and assigns therein and thereunder, including including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenuesrent equivalents, issues and profits moneys payable as damages or in lieu of rent or rent equivalents, royalties (including including, without limitation, all oil and gas or other mineral royalties and bonuses bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Borrowers or their respective agents or employees from any and all hotel receiptssources arising from or attributable to the Property, revenues including, all receivables, customer obligations, installment payment obligations and credit card receipts collected other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Borrowers or Manager and proceeds, if any, from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities) from the Land and the Improvements business interruption or other loss of income insurance whether paid or accruing before or after the filing by or against Borrower Borrowers of any petition for relief under the Bankruptcy Code any Creditors Rights Laws (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt;

Leases and Rents. All other leases, subleases (whether Borrower is the overlandlord or subsubleases, lettings, licenses, concessions or the sublandlord thereunder) and other agreements (whether written affecting the use, enjoyment or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy occupancy of all or any portion part of the Land and or the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, Improvements heretofore or hereafter entered into (collectively, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions), whether before or after the filing by or against Borrower of any petition for relief under 11 U.S.C. § 101 et seq. (the "Bankruptcy Code Code"), as the same may be amended from time to time (the "Leases") and all right, title and interest of Borrower and Borrower’s , its successors and assigns therein and thereunder, including including, without limitation, all guarantees, letters of credit and any other credit support given by any guarantor in connection therewith, cash or securities deposited thereunder under the Leases to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues, issues and profits (including all oil and gas or other mineral royalties and bonuses and all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilitiesbonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “"Rents”") and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt; Condemnation Awards. All awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Property, whether from the exercise of the right of eminent domain (including, but not limited to any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property; Insurance Proceeds. All proceeds of and any unearned premiums on any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance judgments, or settlements made in lieu thereof, for damage to the Property;

Leases and Rents. All other leases, subleases existing or subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such future leases, subleases, subsubleasesrental agreements and other agreements whether or not in writing for the use or occupancy of the Land and/or the Improvements, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party theretoany part thereof, heretofore or hereafter entered into (collectivelyand all extensions, the “Leases” provided thatrenewals, except for purposes amendments, replacements, and modifications thereto or thereof, and each existing or future guaranty of ensuring that Borrower’s right, title and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions)payment or performance thereunder, whether before or after the filing by or against Borrower Mortgagor of any petition for relief under Creditors Rights Laws (defined below) (collectively, the Bankruptcy Code “Leases”) and all right, title and interest of Borrower and Borrower’s Mortgagor, its successors and assigns therein and thereunder, including including, without limitation, any guaranties of the lessees’ obligations thereunder, cash or securities deposited or letters of credit delivered thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, bonuses, revenues, issues issues, proceeds, and profits (including all oil rents, revenues, bonus money, royalties, rights, and benefits accruing to Mortgagor under all present and future oil, gas or other and mineral royalties leases on any parts of the Land and bonuses and all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilitiesthe Improvements) from the Land and the Improvements, all income, rents, issues, profits, revenues, deposits, accounts and other benefits from operation of the Improvements on the Land and/or the Improvements, including, without limitation, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of sale, Lease, sublease, license, concession or other grant of the right of the possession, use or occupancy of all or any portion of the Land or Improvements (or both), or personalty located thereon, or rendering of services by Mortgagor or any operator or manager of the Improvements or the commercial space located in the Improvements or acquired from others including, without limitation, from business interruption or other loss of income insurance relating to the use, enjoyment or occupancy of the Land or the Improvements (or both) whether paid or accruing before or after the filing by or against Borrower Mortgagor of any petition for relief under the Bankruptcy Code (collectively, Creditors Rights Laws and including, the avoidance of doubt, all rent proceeds and other amounts payable by Master Tenant paid or owing to Borrower Mortgagor under or pursuant to any and all contracts and bonds relating to the Master Leaseconstruction or renovation of the Property (collectively, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the DebtSecured Obligations (as such term is defined in Section 2.3 hereinbelow). As used herein, the term “Creditors Rights Laws” shall mean any applicable existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to its debts or debtors;

Leases and Rents. All other of Borrower’s right, title and interest in all leases (including, without limitation, ground leases, subleases or subsubleases), lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which Borrower grants any Person is granted person a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into by Borrower in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into (collectively, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions”), whether before or after the filing by or against Borrower of any petition for relief under 11 U.S.C. §101 et seq., as the same may be amended from time to time (the “Bankruptcy Code Code”) and all right, title and interest of Borrower and Borrower’s , its successors and assigns therein and thereunder, including including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, rent equivalents, tenant termination and contraction fees, moneys payable as damages or in lieu of rent or rent equivalents, additional rents, revenues, issues and profits (including all oil and gas or other mineral royalties and bonuses bonuses), income, fees, receivables, deposits (including, without limitation, security, utility and all hotel receipts, revenues other deposits) accounts and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities) from the Land and the Improvements whether paid or accruing before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the DebtDebt and the performance of the Other Obligations pursuant to the terms of the Loan Documents and applicable law. Notwithstanding the foregoing, the term “Rents” shall not include Rents payable under a lease to which Borrower is not a party and any fees or reimbursements payable to any manager under any management agreement;

Leases and Rents. All other leases, subleases or subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleasesrental agreements, tenancies, occupancy or concession agreements, registration cards and agreements, if any, and other agreements entered into whether or not in connection with such leaseswriting affecting the use, subleases, subsubleases, enjoyment or other agreements and every guarantee occupancy of the performance and observance of Land and/or the covenants, conditions and agreements to be performed and observed by the other party thereto, Improvements heretofore or hereafter entered into (collectivelyincluding, without limitation, the “Leases” provided thatOperating Lease) and all extensions, except for purposes of ensuring that Borrower’s right, title amendments and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions)modifications thereto, whether before or after the filing by or against Borrower Mortgagor of any petition for relief under Creditor's Rights Laws (defined below) (collectively, the Bankruptcy Code “Leases”), and all right, title and interest of Borrower and Borrower’s Mortgagor, its successors and assigns therein and thereunder, including cash including, without limitation, any guaranties of the lessees' obligations thereunder, cash, guaranty agreements, letters of credit, bonds, sureties or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues, issues issues, registration fees, advance rental payments, payments incident to assignment, sublease or surrender of a Lease, claims for forfeited deposits and claims for damages, now due or hereafter to become due, with respect to any Lease, any indemnification against, or reimbursement for, sums paid and costs and expenses incurred by the Mortgagor under any Lease or otherwise, and any award in the event of the bankruptcy of any Tenant under or guarantor of a Lease, if any, and profits (including all oil and gas or other mineral royalties and bonuses and all rents, revenues, bonus money, royalties, rights and benefits accruing to Mortgagor under all present and future oil, gas and mineral leases on any parts of the Land and the Improvements) from the Land and the Improvements, all income, rents, room rates, issues, profits, revenues, deposits, accounts and other benefits from the operation of the hotel receiptson the Land and/or the Improvements, including, without limitation, all revenues and credit card receipts collected from guest rooms, restaurants, bars, mini-bars, meeting rooms, banquet rooms and recreational facilities) facilities and otherwise, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of sale, lease, sublease, license, concession or other grant of the right of the possession, use or occupancy of all or any portion of the Land and/or Improvements, or personalty located thereon, or rendering of services by Mortgagor or any operator or manager of the hotel or the commercial space located in the Improvements or acquired from others, including, without limitation, from the Land and the Improvements whether paid or accruing before or after the filing by or against Borrower rental of any petition for relief under the Bankruptcy Code (collectivelyoffice space, and includingretail space, the avoidance of doubtcommercial space, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) and all proceeds from the sale guest room or other disposition space, halls, stores or offices, including any deposits securing reservations of the Leases such space, exhibit or sales space of every kind, license, lease, sublease and the right to receive concession fees and apply the Rents to the payment of the Debt;rentals, health club membership fees, food and beverage

Leases and Rents. All other leases, subleases or subsubleases, lettings, licenses, concessions or other agreements (whether written or oraloral and whether now or hereinafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, lettings, licenses, concessions or other agreements entered into in connection with such leases, subleases, subsubleases, lettings, licenses, concessions or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into (collectively, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions”), whether before or after the filing by or against Borrower of any petition for relief under 11 U.S.C. §101 et seq., as the same may be amended from time to time (the “Bankruptcy Code Code”) and all right, title and interest of Borrower and Borrower’s Xxxxxxxx, its successors and assigns therein and thereunder, including including, without limitation, letter-of-credit rights, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues, issues and profits (including timber to be cut, all oil and gas or other mineral royalties and bonuses and all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilitiesbonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt;

Leases and Rents. All other leases, subleases or subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land Land, the Condominium Project, the Units and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into (collectively, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions”), whether before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code and all right, title and interest of Borrower and Borrower’s , its successors and assigns therein and thereunder, including including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues, issues and profits (including all oil and gas or other mineral royalties and bonuses and bonuses), all hotel receipts, revenues and credit card receipts collected from the rental of guest roomsrooms (whether to individuals, groups or transients), restaurants, room service, bars, honor bars, meeting rooms, banquet rooms and recreational facilities) , all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Borrower or any operator or manager of the hotel or the commercial space located in the Improvements or acquired from others (including, without limitation, from the Land rental of any office space, retail space, guest rooms or other space, halls, stores, and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales, movie rentals, telephone service and proceeds, if any, from business interruption or other loss of income insurance from the Land, the Condominium Project, the Units and the Improvements whether paid or accruing before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt;

Leases and Rents. All other leases, subleases or subsubleases, lettingsrental agreements, licensesregistration cards and agreements, concessions or if any, and other agreements (, whether written or oral) pursuant to which any Person is granted a possessory interest innot in writing, affecting the use, enjoyment or right to use or occupy all or any portion occupancy of the Land and and/or the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, Improvements heretofore or hereafter entered into (collectivelyand all extensions, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title amendments and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions)modifications thereto, whether before or after the filing by or against Borrower Mortgagor of any petition for relief under the Bankruptcy Code (the "Leases") and all right, title and interest of Borrower and Borrower’s Mortgagor, its successors and assigns therein and thereunder, including including, without limitation, any guaranties of the lessees' obligations thereunder, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues, issues issues, registration fees, if any and profits (including all oil and gas or other mineral royalties and bonuses bonuses) from the Land, the Improvements, all income, rents, room rates, issues, profits, revenues, deposits, accounts and other benefits from the operation of the hotel on the Land and/or the Improvements, including, without limitation, all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, mini-bars, meeting rooms, banquet rooms and recreational facilities) facilities and otherwise, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of sale, lease, sublease, license, concession or other grant of the right of the possession, use or occupancy of all or any portion of the Land and/or Improvements, or personalty located thereon, or rendering of services by Mortgagor or any operator or manager of the hotel or the commercial space located in the Improvements or acquired from others including, without limitation, from the rental of any office space, retail space, commercial space, guest room or other space, halls, stores or offices, including any deposits securing reservations of such space, exhibit or sales space of every kind, license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance relating to the use, enjoyment or occupancy of the Land and and/or the Improvements whether paid or accruing before or after the filing by or against Borrower Mortgagor of any petition for relief under the Bankruptcy Code (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “"Rents”") and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt;

Leases and Rents. [LEASEHOLD PROVISIONS TO BE ADDED FOR 0000 XXXXXX XX XXXXXXXX] All other leases, subleases or subsubleases, lettings, licenses, concessions or leases and other agreements (whether written affecting the use, enjoyment or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion occupancy of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, Improvements heretofore or hereafter entered into (collectively, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions)into, whether before or after the filing by or against Borrower of any petition for relief under 11 U.S.C. Section 101 et seq., as the same may be amended from time to time (the "Bankruptcy Code Code") (the "Leases") and all right, title and interest of Borrower and Borrower’s , its successors and assigns therein and thereunder, including including, without limitation, cash or securities securities, if any, and other cash equivalents, if any, and any Lease Guaranties (hereinafter defined) deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, income, additional rents, revenues, issues and issues, profits (including all oil and gas or other mineral royalties and bonuses bonuses), pass-throughs, tenant-required contributions for taxes, costs for major improvements, leasing commissions, capital expenditures and all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities) other cash items from the Land and the Improvements whether paid or accruing before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) and all proceeds from the sale sale, termination or other disposition of the Leases or from any award, judgment or payment which may heretofore or hereafter be made with respect to any action or proceeding brought with respect to the Leases whether paid or accruing before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code (collectively, the "Rents") and the right to receive and apply the Rents to the payment of the Debt, and all deposits made by borrower pursuant to this Security Instrument or other agreement with Lender regarding the Property and any accounts in which such deposits are held;

Leases and Rents. All other leases, subleases or subleases, subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into (collectively, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions)into, whether before or after the filing by or against Borrower Grantor of any petition for relief under 11 U.S.C. §101 et seq., as the same may be amended from time to time (the “Bankruptcy Code Code”) (collectively, the “Leases”) and all right, title and interest of Borrower and Borrower’s Grantor, its successors and assigns therein and thereunder, including cash all cash, letters of credit or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenuesrent equivalents, issues and profits moneys payable as damages or in lieu of rent or rent equivalents, royalties (including all oil and gas or other mineral royalties and bonuses bonuses), income, receivables, receipts, revenues, deposits (including security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Grantor or its agents or employees from any and all hotel receiptssources arising from or attributable to the Property, revenues including all receivables, customer obligations, installment payment obligations and credit card receipts collected other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Grantor or Property Manager and proceeds, if any, from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities) from the Land and the Improvements business interruption or other loss of income insurance whether paid or accruing before or after the filing by or against Borrower Grantor of any petition for relief under the Bankruptcy Code (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the DebtObligations (as hereinafter defined);

Leases and Rents. All other leases, subleases or subleases, subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into (collectively, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions)into, whether before or after the filing by or against Borrower Mortgagor of any petition for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to debts or debtors (“Creditors Rights Laws”) (collectively, the Bankruptcy Code “Leases”) and all right, title and interest of Borrower and Borrower’s Mortgagor, its successors and assigns therein and thereunder, including including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenuesrent equivalents, issues and profits moneys payable as damages or in lieu of rent or rent equivalents, royalties (including including, without limitation, all oil and gas or other mineral royalties and bonuses bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Mortgagor or its agents or employees from any and all hotel receiptssources arising from or attributable to the Property, revenues including, all receivables, customer obligations, installment payment obligations and credit card receipts collected other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Xxxxxxxxx and proceeds, if any, from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities) from the Land and the Improvements business interruption or other loss of income insurance whether paid or accruing before or after the filing by or against Borrower Mortgagor of any petition for relief under the Bankruptcy Code any Creditors Rights Laws (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt;

Leases and Rents. All other leases, subleases or subleases, subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of of, the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into (collectively, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions)into, whether before or after the filing by or against Borrower of any petition for relief under any Creditors Rights Laws (collectively, the Bankruptcy Code “Leases”) and all right, title and interest of Borrower and Borrower’s , its successors and assigns therein and thereunder, including including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenuesrent equivalents, issues and profits moneys payable as damages or in lieu of rent or rent equivalents, royalties (including including, without limitation, all oil and gas or other mineral royalties and bonuses bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Borrower or its agents or employees from any and all hotel receiptssources arising from or attributable to the Property, revenues including, all receivables, customer obligations, installment payment obligations and credit card receipts collected other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Borrower and proceeds, if any, from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities) from the Land and the Improvements business interruption or other loss of income insurance whether paid or accruing before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code any Creditors Rights Laws (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt;

Leases and Rents. All other leases, subleases or subsubleases, lettings, licenses, concessions or other agreements (whether written or oraloral and whether now or hereinafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, lettings, licenses, concessions or other agreements entered into in connection with such leases, subleases, subsubleases, lettings, licenses, concessions or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into (collectively, the “"Leases” provided that, except for purposes of ensuring that Borrower’s right, title and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions"), whether before or after the filing by or against Borrower of any petition for relief under 11 U.S.C. §101 et seq., as the same may be amended from time to time (the "Bankruptcy Code Code") and all right, title and interest of Borrower and Borrower’s , its successors and assigns therein and thereunder, including including, without limitation, letter-of-credit rights, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues, issues and profits (including timber to be cut, all oil and gas or other mineral royalties and bonuses and all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilitiesbonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “"Rents”") and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt;

Leases and Rents. All other leases, subleases or subsubleases, lettings, licenses, concessions or leases and other agreements (whether written providing for the use, enjoyment or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion occupancy of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, Improvements heretofore or hereafter entered into (collectivelyinto, including, without limitation, the “Leases” provided thatMaster Lease, except for purposes of ensuring that Borrower’s right, title and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include but excluding Hotel Transactions), whether before or after the filing by or against Borrower Grantor of any petition for relief under 11 U.S.C. §101 et seq., as the same may be amended from time to time (the “Bankruptcy Code Code”) (collectively, the “Leases”) and all right, title and interest of Borrower and Borrower’s Grantor, its successors and assigns therein and thereunder, including including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues, issues and profits (including all oil and gas or other mineral royalties and bonuses constituting as-extracted collateral under the Uniform Commercial Code, relating to the Land or any portion thereof) from the Land and the Improvements, to the extent permitted under applicable law, and including, but not limited to, all rents, rent equivalents, income, receivables, revenues, receipts, insurance proceeds, deposits and profits arising from the Leases and renewals thereof together with all rents, rent equivalents, income, fees, receivables, accounts, profits (including, but not limited to, all oil and gas or other mineral royalties and bonuses), charges for services rendered and any and all hotel receiptspayment and consideration of whatever form or nature received by Grantor or its agents (other than fees payable to such agents that are not for the benefit of Grantor) or employees (other than salaries or wages due such employees) from any and all sources, including, without limitation, any interest of Grantor in the Management Agreement and in that certain Assignment of Leases and Rents and Security Agreement (and in the collateral described therein), made by Master Tenant to Grantor and intended to be duly recorded, which beneficial rights are also assigned to Lender pursuant to the Collateral Assignment of Subleases, the sums due thereunder and any sums relating to the use, enjoyment and occupancy of the Property, including, without limitation, all revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities) , all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Grantor or any operator or manager of the hotel or the commercial space located in the Property or acquired from others (including, without limitation, from the Land rental of any office space, retail space, guest rooms or other space, halls, stores, and the Improvements offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, and vending machine sales and proceeds, whether paid or accruing before or after the filing by or against Borrower Grantor of any petition for relief under the Bankruptcy Code (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment and performance of the Obligations including the payment of the Debt;

Leases and Rents. All other leases, subleases or subsubleasessub-subleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleasessub-subleases, or other agreements entered into in connection with such leases, subleases, subsubleasessub-subleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into (collectively, the “Leases” ”; provided that, except for purposes of ensuring that Borrower’s right, title and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions), whether before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code and all right, title and interest of Borrower and Borrower’s , its successors and assigns therein and thereunder, including including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues, issues and profits (including all oil and gas or other mineral royalties and bonuses and all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilitiesbonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code and shall also include, without limitation, (i) rights to payment earned under the Leases for space in the Improvements for the operation of ongoing businesses, such as restaurants, newsstands, xxxxxx shops, beauty shops and pharmacies, and (ii) all other income, consideration, issues, accounts, profits or benefits of any nature arising from the ownership, possession, use or operation of the Property, including, without limitation, all revenues, receipts, income, receivables and accounts relating to or arising from rentals, rent equivalent income, income and profits from guest rooms, meeting rooms, banquet rooms, food and beverage facilities, recreational facilities, spas, vending machines, telephone and television systems, guest laundry, and the provision or sale of other goods and services, as well as all room rents, accounts, accounts receivable and hotel receivables and all other payments and rights to payment of any nature whatsoever made for or with respect to hotel room occupancy by any Person, which includes any payment or monies received or to be received in whole or in part, whether actual or deemed to be, for the sale of services or products in connection with such occupancy, advance registration fees by hotel guests, tour or junket proceeds or deposits, deposits for convention and/or party reservations, and other benefits, and all rights to payment with respect to conference facilities, dining or bar facilities, recreational facilities or other facilities in any way connected with the Property, all rights to payment from any consumer credit charge card organization or entity including, without limitation, payments arising from the use of the American Express Card, Discover Card, the Visa Card, the Xxxxx Xxxxxxx Card, the MasterCard or any other credit card, including those now existing or hereafter created, substitutions therefor, and proceeds thereof (whether cash or non-cash, movable or immovable, tangible or intangible) received from the sale, exchange, transfer, collection or other disposition or substitution thereof, and any other items of revenue, receipts or other income as identified in the most recent edition of the Uniform System of Accounts for Hotels, as adopted by the American Hotel and Lodging Association (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt;

Leases and Rents. All other leases, subleases or subsubleases, lettingsrental agreements, licensesregistration cards and agreements, concessions or if any, and other agreements (, whether written or oral) pursuant to which any Person is granted a possessory interest innot in writing, affecting the use, enjoyment or right to use or occupy all or any portion occupancy of the Land and and/or the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, Improvements heretofore or hereafter entered into (collectivelyand all extensions, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title amendments and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions)modifications thereto, whether before or after the filing by or against Borrower Trustor of any petition for relief under the Bankruptcy Code (the "Leases") and all right, title and interest of Borrower and Borrower’s Trustor, its successors and assigns therein and thereunder, including including, without limitation, any guaranties of the lessees' obligations thereunder, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues, issues issues, registration fees, if any, and profits (including all oil and gas or other mineral royalties and bonuses bonuses) from the Land, the Improvements, all income, rents, room rates, issues, profits, revenues, deposits, accounts and other benefits from the operation of the hotel on the Land and/or the Improvements, including, without limitation, all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, mini-bars, meeting rooms, banquet rooms and recreational facilities) facilities and otherwise, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of sale, lease, sublease, license, concession or other grant of the right of the possession, use or occupancy of all or any portion of the Land and/or Improvements, or personalty located thereon, or rendering of services by Trustor or any operator or manager of the hotel or the commercial space located in the Improvements or acquired from others including, without limitation, from the rental of any office space, retail space, commercial space, guest room or other space, halls, stores or offices, including any deposits securing reservations of such space, exhibit or sales space of every kind, license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance relating to the use, enjoyment or occupancy of the Land and and/or the Improvements whether paid or accruing before or after the filing by or against Borrower Trustor of any petition for relief under the Bankruptcy Code (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “"Rents”") and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt;

Leases and Rents. All other leases, subleases or subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land existing and the Improvements, and every modification, amendment or other agreement relating to such future leases, subleases, subsubleasesrental agreements, or registration cards and agreements, if any, and other agreements entered into whether or not in connection with such leaseswriting affecting the use, subleases, subsubleases, enjoyment or other agreements and every guarantee occupancy of the performance and observance of Land and/or the covenants, conditions and agreements to be performed and observed by the other party thereto, Improvements heretofore or hereafter entered into (collectivelyincluding, without limitation, the “Leases” provided thatOperating Lease) and all extensions, except for purposes of ensuring that Borrower’s right, title amendments and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions)modifications thereto, whether before or after the filing by or against Borrower Mortgagor of any petition for relief under Creditor’s Rights Laws (defined below) (collectively, the Bankruptcy Code “Leases”) and all right, title and interest of Borrower and Borrower’s Mortgagor, its successors and assigns therein and thereunder, including including, without limitation, any guaranties of the lessees’ obligations thereunder, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues, issues issues, registration fees, if any, and profits (including all oil and gas or other mineral royalties and bonuses and all rents, revenues, bonus money, royalties, rights and benefits accruing to Mortgagor under all present and future oil, gas and mineral leases on any parts of the Land and the Improvements), from the Land and the Improvements, all income, rents, room rates, issues, profits, revenues, deposits, accounts and other benefits from the operation of the hotel receiptson the Land and/or the Improvements, including, without limitation, all revenues and credit card receipts collected from guest rooms, restaurants, bars, mini-bars, meeting rooms, banquet rooms and recreational facilities) facilities and otherwise, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of sale, lease, sublease, license, concession or other grant of the right of the possession, use or occupancy of all or any portion of the Land and/or Improvements, or personalty located thereon, or rendering of services by Mortgagor or any operator or manager of the hotel or the commercial space located in the Improvements or acquired from others including, without limitation, from the rental of any office space, retail space, commercial space, guest room or other space, halls, stores or offices, including any deposits securing reservations of such space, exhibit or sales space of every kind, license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance relating to the use, enjoyment or occupancy of the Land and and/or the Improvements whether paid or accruing before or after the filing by or against Borrower Mortgagor of any petition for relief under the Bankruptcy Code Creditors Rights Laws (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the DebtObligations. As used herein, the term “Creditors Rights Laws” shall mean any existing or future Laws of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to its debts or debtors;

Leases and Rents. All other leasehold estate, right, title and interest of Borrower in and to all leases, subleases or subleases, subsubleases, lettings, licenses, concessions or other agreements (whether SMRH:4842-8642-7337.7 -3- Accenture Tower - Mortgage, 0YWK-314211 written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into (collectively, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions)into, whether before or after the filing by or against Borrower of any petition for relief under 11 U.S.C. §101 et seq., as the same may be amended from time to time (the “Bankruptcy Code Code”) (collectively, the “Leases”) and all right, title and interest of Borrower and Borrower’s , its successors and assigns therein and thereunder, including cash all cash, letters of credit or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenuesrent equivalents, issues and profits moneys payable as damages or in lieu of rent or rent equivalents, royalties (including all oil and gas or other mineral royalties and bonuses bonuses), income, receivables, receipts, revenues, deposits (including security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Borrower or its agents or employees from any and all hotel receiptssources arising from or attributable to the Property, revenues including all receivables, customer obligations, installment payment obligations and credit card receipts collected other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Borrower or Property Manager and proceeds, if any, from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities) from the Land and the Improvements business interruption or other loss of income insurance whether paid or accruing before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the DebtObligations (as hereinafter defined);

Leases and Rents. All other leases, subleases or subleases, subsubleases, lettings, licenseslicenses (including, without limitation, that certain License Agreement effective as of January 1, 2014 by -2- and between 333 Hope and 333 Plant), concessions or other agreements (whether written or oral) (including, without limitation, that certain Energy Services Agreement effective as of January 1, 2014 by and between 333 Hope and 333 Plant) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into (collectively, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions)into, whether before or after the filing by or against Borrower of any petition for relief under any Creditors Rights Laws (collectively, the Bankruptcy Code “Leases”) and all right, title and interest of Borrower and Borrower’s , its successors and assigns therein and thereunder, including including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenuesrent equivalents, issues and profits moneys payable as damages or in lieu of rent or rent equivalents, royalties (including including, without limitation, all oil and gas or other mineral royalties and bonuses bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Borrower or its agents or employees from any and all hotel receiptssources arising from or attributable to the Property, revenues including, all receivables, customer obligations, installment payment obligations and credit card receipts collected other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Borrower or Manager and proceeds, if any, from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities) from the Land and the Improvements business interruption or other loss of income insurance whether paid or accruing before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code any Creditors Rights Laws (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt;

Leases and Rents. All other leases, subleases or subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleasesrental agreements, or registration cards and agreements, if any, and other agreements entered into whether or not in connection with such leaseswriting affecting the use, subleases, subsubleases, enjoyment or other agreements and every guarantee occupancy of the performance and observance of Land and/or the covenants, conditions and agreements to be performed and observed by the other party thereto, Improvements heretofore or hereafter entered into (collectivelyincluding, without limitation, the “Leases” provided thatOperating Lease) and all extensions, except for purposes of ensuring that Borrower’s right, title amendments and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions)modifications thereto, whether before or after the filing by or against Borrower Mortgagor of any petition for relief under Creditor's Rights Laws (defined below) (collectively, the Bankruptcy Code “Leases”), and all right, title and interest of Borrower and Borrower’s Mortgagor, its successors and assigns therein and thereunder, including including, without limitation, any guaranties of the lessees' obligations thereunder, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues, issues issues, registration fees, if any, and profits (including all oil and gas or other mineral royalties and bonuses and all rents, revenues, bonus money, royalties, rights and benefits accruing to Mortgagor under all present and future oil, gas and mineral leases on any parts of the Land and the Improvements) from the Land and the Improvements, all income, rents, room rates, issues, profits, revenues, deposits, accounts and other benefits from the operation of the hotel receiptson the Land and/or the Improvements, including, without limitation, all revenues and credit card receipts collected from guest rooms, restaurants, bars, mini-bars, meeting rooms, banquet rooms and recreational facilities) facilities and otherwise, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of sale, lease, sublease, license, concession or other grant of the right of the possession, use or occupancy of all or any portion of the Land and/or Improvements, or personalty located thereon, or rendering of services by Mortgagor or any operator or manager of the hotel or the commercial space located in the Improvements or acquired from others including, without limitation, from the rental of any office space, retail space, commercial space, guest room or other space, halls, stores or offices, including any deposits securing reservations of such space, exhibit or sales space of every kind, license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance relating to the use, enjoyment or occupancy of the Land and and/or the Improvements whether paid or accruing before or after the filing by or against Borrower Mortgagor of any petition for relief under the Bankruptcy Code Creditors Rights Laws (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) ), and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the DebtObligations. As used herein, the term “Creditors Rights Laws” shall mean any existing or future Laws of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to its debts or debtors;

Leases and Rents. All other leases, subleases or subsubleases, lettings, licenses, concessions or leases and other agreements (whether written affecting the ---------------- use, enjoyment or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion occupancy of the Land Land, the Leased Land, and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, Improvements heretofore or hereafter entered into (collectively, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions)into, whether entered into before or after the filing by or against Borrower of any petition for relief under 11 U.S.C. Section 101, et seq. as the same may be amended from time to time (the "Bankruptcy Code Code") (the "Leases") and all right, title and interest of Borrower and Borrower’s , its successors and assigns therein and thereunder, including including, without limitation, cash or securities securities, if any, and other cash equivalents, if any, and any Lease Guaranties (hereinafter defined) deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, income, additional rents, revenues, issues and issues, profits (including all oil and gas or other mineral royalties and bonuses bonuses), pass throughs, tenant-required contributions for taxes, costs for major improvements, leasing commissions, capital expenditures and all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities) other cash items from the Land and the Improvements whether paid or accruing before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) and all proceeds from the sale sale, termination or other disposition of the Leases or from any award, judgment or payment which may heretofore or hereafter be made with respect to any action or proceeding brought with respect to the Leases whether paid or accruing before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code (collectively, the "Rents") and the right to receive and apply the Rents to the payment of the Debt; and all deposits made by Borrower pursuant to this Security Instrument or other agreement with Lender regarding the Property and any accounts in which such deposits are held;

Leases and Rents. All other leases, subleases or subsubleases, lettings, licenses, concessions or and other agreements (whether written affecting the use, enjoyment or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion occupancy of the Land and and/or the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, Improvements heretofore or hereafter entered into (collectivelyand all extensions, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title amendments and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions)modifications thereto, whether before or after the filing by or against Borrower of any petition for relief under Creditors Rights Laws (defined in Article 10) (the Bankruptcy Code "Leases") and all right, title and interest of Borrower and Borrower’s , its successors and assigns therein and thereunder, including including, without limitation, any guaranties of the lessees' obligations thereunder, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues, issues and profits (including all oil and gas or other mineral royalties and bonuses and all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilitiesbonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Borrower of any petition for relief under Creditors Rights Laws (the Bankruptcy Code (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “"Rents”") and all proceeds from the sale or other disposition of the Leases and all sums paid or payable in consideration of or as a result of the termination of any Leases and the right to receive and apply the Rents to the payment of the Debt; Insurance Proceeds. All proceeds of and any unearned premiums on any insurance policies covering the Land, the Improvements, the Personal Property and other collateral granted under this 0, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property; Condemnation Awards. All awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Land, the Improvements, the Personal Property and other collateral granted under this 0, whether from the exercise of the right of eminent domain (including, but not limited to any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Property; Tax Certiorari. All refunds, rebates or credits in connection with a reduction in real estate taxes and assessments charged against the Land, the Improvements, the Personal Property and other collateral granted under this 0 as a result of tax certiorari or any applications or proceedings for reduction;

Leases and Rents. All other leases, subleases or subsubleases, lettings, licenses, concessions or other agreements (whether written or oraloral and whether now or hereinafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, lettings, licenses, concessions or other agreements entered into in connection with such leases, subleases, subsubleases, lettings, licenses, concessions or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into (collectively, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions”), whether before or after the filing by or against Borrower of any petition for relief under 11 U.S.C. §101 et seq., as the same may be amended from time to time (the “Bankruptcy Code Code”) and all right, title and interest of Borrower and Borrower’s , its successors and assigns therein and thereunder, including including, without limitation, letter-of-credit rights, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues, issues and profits (including timber to be cut, all oil and gas or other mineral royalties and bonuses and all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilitiesbonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “Rents”) and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt;

Leases and Rents. All other leases, subleases or master leases, subleases, subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of of, the Land and the Improvements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into (collectively, the “Leases” provided that, except for purposes of ensuring that Borrower’s right, title and interest in respect of Hotel Transactions have been assigned to Lender and are subject to the lien hereof, the term “Leases” shall not include Hotel Transactions)into, whether before or after the filing by or against Borrower of any petition for relief under any Creditors Rights Laws (collectively, the Bankruptcy Code "Leases") and all right, title and interest of Borrower and Borrower’s , its successors and assigns therein and thereunder, including including, without limitation, cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenuesrent equivalents, issues and profits moneys payable as damages or in lieu of rent or rent equivalents, royalties (including including, without limitation, all oil and gas or other mineral royalties and bonuses bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Borrower or its agents or employees from any and all hotel receiptssources arising from or attributable to the Property, revenues including, all receivables, customer obligations, installment payment obligations and credit card receipts collected other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Borrower or Manager and proceeds, if any, from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities) from the Land and the Improvements business interruption or other loss of income insurance whether paid or accruing before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code any Creditors Rights Laws (collectively, and including, the avoidance of doubt, all rent and other amounts payable by Master Tenant to Borrower pursuant to the Master Lease, the “"Rents”") and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt;