Common use of Collection of Rents Clause in Contracts

Collection of Rents. Upon the occurrence of an Event of Default, the license granted to the Company to collect the Rents shall be automatically and immediately revoked, without further notice to or demand upon the Company. The Collateral Agent may, but shall not be obligated, to perform any or all obligations of the landlord under any or all of the Leases, and the Collateral Agent may, but shall not be obligated to, exercise and enforce any or all of the Company’s rights under the Leases. Without limitation to the generality of the foregoing, the Collateral Agent may notify the tenants under the Leases that all Rents are to be paid to the Collateral Agent, and following such notice all Rents shall be paid directly to the Collateral Agent and not to the Company or any other Person other than as directed by the Collateral Agent, it being understood that a demand by the Collateral Agent on any tenant under the Leases for the payment of Rent shall be sufficient to warrant payment by such tenant of Rent to the Collateral Agent without the necessity of further consent by the Company. The Company hereby irrevocably authorizes and directs the tenants under the Lease to pay all Rents to the Collateral Agent instead of to the Company, upon receipt of written notice from the Collateral Agent, without the necessity of any inquiry of the Company and without the necessity of determining the existence or non-existence of an Event of Default. The Company hereby appoints the Collateral Agent as the Company’s attorney-in-fact with full power of substitution, which appointment shall take effect upon the occurrence of an Event of Default and is coupled with an interest and is irrevocable prior to the full and final payment and performance of the Secured Obligations, in the Company’s name or in the Collateral Agent’s name: (a) to endorse all checks and other instruments received in payment of Rents and to deposit the same in any account selected by the Collateral Agent; (b) to give receipts and releases in relation thereto; (c) to institute, prosecute and/or settle actions for the recovery of Rents; (d) to modify the terms of any Leases including terms relating to the Rents payable thereunder; (e) to cancel any Leases; (f) to enter into new Leases; and (g) to do all other acts and things with respect to the Leases and Rents which the Collateral Agent may deem necessary or desirable to protect the security for the Secured Obligations. Any Rents received shall be applied first to pay all Expenses and next in reduction of the other Secured Obligations. The Company shall pay, on demand, to the Collateral Agent, the amount of any deficiency between (i) the Rents received by the Collateral Agent, and (ii) all Expenses incurred together with interest thereon as provided in the Credit Agreement and the other Related Documents.

Collection of Rents. Upon the occurrence occurrence, and during the continuance, of an Event of Default, the license granted to the Company Grantor to collect the Rents shall be automatically and immediately revoked, without further notice to or demand upon the CompanyGrantor. The Collateral Agent Beneficiary may, but shall not be obligated, obligated to perform any or all obligations of the landlord under any or all of the Leases, and the Collateral Agent Beneficiary may, but shall not be obligated to, exercise and enforce any or all of the CompanyGrantor’s rights under the Leases. Without limitation to the generality of the foregoing, Beneficiary may, upon the Collateral Agent may occurrence, and during the continuance, of an Event of Default, notify the tenants under the Leases that all Rents are to be paid to the Collateral AgentBeneficiary, and following such notice all Rents shall be paid directly to the Collateral Agent Beneficiary and not to the Company Grantor or any other Person other than as directed by the Collateral AgentBeneficiary, it being understood that a demand by the Collateral Agent Beneficiary on any tenant under the Leases for the payment of Rent shall be sufficient to warrant payment by such tenant of Rent to the Collateral Agent Beneficiary without the necessity of further consent by the CompanyGrantor. The Company Grantor hereby irrevocably authorizes and directs the tenants under the Lease Leases to pay all Rents to the Collateral Agent Beneficiary instead of to the CompanyGrantor, upon receipt of written notice from the Collateral AgentBeneficiary, without the necessity of any inquiry of the Company Grantor and without the necessity of determining the existence or non-existence of an Event of Default. The Company Grantor hereby appoints the Collateral Agent Beneficiary as the CompanyGrantor’s attorney-in-fact with full power of substitution, which appointment shall take effect upon the occurrence of an Event of Default and is coupled with an interest and is irrevocable prior to the full and final payment and performance of the Secured Obligations, in the CompanyGrantor’s name or in the Collateral AgentBeneficiary’s name: (a) to endorse all checks and other instruments received in payment of Rents and to deposit the same in any account selected by the Collateral AgentBeneficiary; (b) to give receipts and releases in relation thereto; (c) to institute, prosecute and/or settle actions for the recovery of Rents; (d) to modify the terms of any Leases including terms relating to the Rents payable thereunder; (e) to cancel any Leases; (f) to enter into new Leases; and (g) to do all other acts and things with respect to the Leases and Rents which the Collateral Agent Beneficiary may deem necessary or desirable to protect the security for the Secured Obligations. Any Rents received shall be applied first to pay all Expenses and next in reduction of the other Secured Obligations. The Company Grantor shall pay, on demand, to the Collateral AgentBeneficiary, the amount of any deficiency between (i) the Rents received by the Collateral AgentBeneficiary, and (ii) all Expenses incurred together with interest thereon as provided in the Credit Loan Agreement and the other Related Loan Documents.

Collection of Rents. Upon Prior to the occurrence of any event or circumstance which is or which with the passage of time, the giving of notice or both will constitute an Event of Default, Borrower shall collect and receive all Rents of the license granted Property as trustee for the benefit of Lender and Borrower, and apply the Rents so collected first to the Company payment of taxes, assessments and other charges on the Property prior to collect delinquency, second to the Rents shall be automatically cost of insurance, maintenance and immediately revokedrepairs required by the terms of this Mortgage, without further notice third to the costs of discharging any obligation or demand upon the Company. The Collateral Agent may, but shall not be obligated, to perform any or all obligations liability of the landlord Borrower under any or all of the Leases, and fourth to the Collateral Agent mayindebtedness secured hereby, but shall not be obligated towith the balance, exercise and enforce any if any, so long as no such event or all circumstance has occurred, to the account of Borrower. Upon notice from Lender to Borrower of the Company’s occurrence of any event or circumstance which is or which with the passage of time, the giving of notice or both will constitute an Event of Default hereunder and stating that Lender exercises its rights under the Leases. Without limitation to the generality of the foregoing, the Collateral Agent may notify the tenants under the Leases that all Rents are to be paid to the Collateral AgentRents, and following such notice all Rents shall be paid directly to the Collateral Agent and not to the Company or any other Person other than as directed by the Collateral Agent, it being understood that a demand by the Collateral Agent on any tenant under the Leases for the payment of Rent shall be sufficient to warrant payment by such tenant of Rent to the Collateral Agent without the necessity of further consent Lender entering upon and taking and maintaining full contra1 of the Property in person, by agent or by a court-appointed receiver, Lender shall immediately be entitled to possession of all Rents from the CompanyProperty as the same become due and payable, including without limitation Rents then due and unpaid, and all such Rents shall immediately be held by Borrower as trustee for the benefit of Lender only. The Company hereby irrevocably authorizes and directs Upon the occurrence of any Event of Default, Lender may make written demand upon all or some of the tenants under and occupants of the Lease Property to pay all Rents to the Collateral Agent instead of Lender, and Borrower hereby agrees that each such tenant and occupant shall have no liability to inquire further as to the Companyexistence of a default by Borrower. Upon such written demand by Lender, upon receipt of written notice from the Collateral Agent, without the necessity of any inquiry Borrower hereby agrees to direct each tenant or occupant of the Company Property to pay all Rents to Lender. Payments made to Lender by tenants or occupants shall, as to such tenants and without the necessity of determining the existence or non-existence of an Event of Default. The Company hereby appoints the Collateral Agent as the Company’s attorney-in-fact with full power of substitutionoccupants, which appointment shall take effect upon the occurrence of an Event of Default and is coupled with an interest and is irrevocable prior to the full and final payment and performance be in discharge of the Secured Obligationspayors’ obligations to Borrower. Lender may exercise, in the CompanyLender’s name or in the Collateral AgentBorrower’s name: (a) , all rights and remedies available to endorse all checks and other instruments received in payment of Rents and to deposit the same in any account selected by the Collateral Agent; (b) to give receipts and releases in relation thereto; (c) to institute, prosecute and/or settle actions for the recovery of Rents; (d) to modify the terms of any Leases including terms relating to the Rents payable thereunder; (e) to cancel any Leases; (f) to enter into new Leases; and (g) to do all other acts and things Borrower with respect to the Leases and Rents which the Collateral Agent may deem necessary or desirable to protect the security for the Secured Obligationscollection of Rents. Any Rents received Nothing herein contained shall be applied first construed as obligating Lender to pay all Expenses and next in reduction perform any of Borrower’s obligations under any of the other Secured ObligationsLeases. The Company shall pay, on demand, to the Collateral Agent, the amount of any deficiency between (i) the Rents received by the Collateral Agent, and (ii) all Expenses incurred together with interest thereon as provided in the Credit Agreement and the other Related Documents.6.3

Collection of Rents. Upon Prior to the occurrence of any event or circumstance which is or which with the passage of time, the giving of notice or both will constitute an Event of Default, Borrower shall collect and receive all Rents of the license granted Property as trustee for the benefit of Lender and Borrower, and apply the Rents so collected first to the Company payment of taxes, assessments and other charges on the Property prior to collect delinquency, second to the Rents shall be automatically cost of insurance, maintenance and immediately revokedrepairs required by the terms of this Mortgage, without further notice third to the costs of discharging any obligation or demand upon the Company. The Collateral Agent may, but shall not be obligated, to perform any or all obligations liability of the landlord Borrower under any or all of the Leases, and fourth to the Collateral Agent mayindebtedness secured hereby, but shall not be obligated towith the balance, exercise and enforce any if any, so long as no such event or all circumstance has occurred, to the account of Borrower. Upon notice from Lender to Borrower of the Company’s occurrence of any event or circumstance which is or which with the passage of time, the giving of notice or both will constitute an Event of Default hereunder and stating that Lender exercises its rights under the Leases. Without limitation to the generality of the foregoing, the Collateral Agent may notify the tenants under the Leases that all Rents are to be paid to the Collateral AgentRents, and following such notice all Rents shall be paid directly to the Collateral Agent and not to the Company or any other Person other than as directed by the Collateral Agent, it being understood that a demand by the Collateral Agent on any tenant under the Leases for the payment of Rent shall be sufficient to warrant payment by such tenant of Rent to the Collateral Agent without the necessity of further consent Lender entering upon and taking and maintaining full control of the Property in person, by agent or by a court-appointed receiver, Lender shall immediately be entitled to possession of all Rents from the CompanyProperty as the same become due and payable, including without limitation Rents then due and unpaid, and all such Rents shall immediately be held by Borrower as trustee for the benefit of Lender only. The Company hereby irrevocably authorizes and directs Upon the occurrence of any Event of Default, Lender may make written demand upon all or some of the tenants under and occupants of the Lease Property to pay all Rents to the Collateral Agent instead of Lender, and Borrower hereby agrees that each such tenant and occupant shall have no liability to inquire further as to the Companyexistence of a default by Borrower. Upon such written demand by Lender, upon receipt of written notice from the Collateral Agent, without the necessity of any inquiry Borrower hereby agrees to direct each tenant or occupant of the Company Property to pay all Rents to Lender. Payments made to Lender by tenants or occupants shall, as to such tenants and without the necessity of determining the existence or non-existence of an Event of Default. The Company hereby appoints the Collateral Agent as the Company’s attorney-in-fact with full power of substitutionoccupants, which appointment shall take effect upon the occurrence of an Event of Default and is coupled with an interest and is irrevocable prior to the full and final payment and performance be in discharge of the Secured Obligationspayors’ obligations to Borrower. Lender may exercise, in the CompanyLender’s name or in the Collateral AgentBorrower’s name: (a) , all rights and remedies available to endorse all checks and other instruments received in payment of Rents and to deposit the same in any account selected by the Collateral Agent; (b) to give receipts and releases in relation thereto; (c) to institute, prosecute and/or settle actions for the recovery of Rents; (d) to modify the terms of any Leases including terms relating to the Rents payable thereunder; (e) to cancel any Leases; (f) to enter into new Leases; and (g) to do all other acts and things Borrower with respect to the Leases and Rents which the Collateral Agent may deem necessary or desirable to protect the security for the Secured Obligationscollection of Rents. Any Rents received Nothing herein contained shall be applied first construed as obligating Lender to pay all Expenses and next in reduction perform any of Borrower’s obligations under any of the other Secured ObligationsLeases. The Company shall pay, on demand, to the Collateral Agent, the amount of any deficiency between (i) the Rents received by the Collateral Agent, and (ii) all Expenses incurred together with interest thereon as provided in the Credit Agreement and the other Related Documents.6.3

Collection of Rents. Upon Grantor shall have a license (which license may, at the option of Grantee, be terminated upon the occurrence of an Event of Default) to collect, all Rents from the Mortgaged Property; provided, however, that all such Rents that are ever received by Grantor shall be applied first to pay the sums due and to be due upon the Indebtedness and otherwise to discharge the remaining items referred to in subparts (a), (b) and (c) of Section 3.04 ------------- --- --- ------------ below, and Grantor covenants and agrees, and represents and warrants to Grantee that upon the occurrence of an Event of Default, a constructive trust is hereby imposed upon such Rents for the license granted benefit of Grantee. Grantee may make from time to time alterations, renovations, repairs or replacements to the Company Mortgaged Property as may seem proper to collect Grantee and apply such Rents to the Rents shall payment of (a) the cost of all such alterations, renovations, repairs and replacements, and expenses incident to taking and retaining possession of the Mortgaged Property, and the management and operation thereof, and keeping the same properly insured, and (b) all taxes, charges, claims, assessments, water rents, and any other liens which may be automatically prior in lien or payment to the mortgage debt, and immediately revokedpremiums for said insurance, without further notice with interest on all such items and (c) the Indebtedness, together with all costs and attorney's fees, in such order of priority as to any of such items as Grantee in its sole discretion may determine. Notwithstanding anything contained herein or demand upon in any other Security Instrument to the Company. The Collateral Agent maycontrary, but possession of the Mortgaged Property by Grantee shall not be obligated, a prerequisite to perform any or all obligations of the landlord under any or all of the Leases, and the Collateral Agent may, but shall not be obligated to, exercise and enforce any or all of the Company’s rights under the Leases. Without limitation Grantee's right to the generality of the foregoing, the Collateral Agent may notify the tenants under the Leases that all collect Rents are to be paid to the Collateral Agent, and following such notice all Rents shall be paid directly to the Collateral Agent and not to the Company or any other Person other than as directed by the Collateral Agent, it being understood that a demand by the Collateral Agent on any tenant under the Leases for the payment of Rent shall be sufficient to warrant payment by such tenant of Rent to the Collateral Agent without the necessity of further consent by the Company. The Company hereby irrevocably authorizes and directs the tenants under the Lease to pay all Rents to the Collateral Agent instead of to the Company, upon receipt of written notice from the Collateral Agent, without the necessity of any inquiry of the Company and without the necessity of determining the existence or non-existence of an Event of Default. The Company hereby appoints the Collateral Agent as the Company’s attorney-in-fact with full power of substitution, which appointment shall take effect upon the occurrence of an Event of Default and is coupled with an interest and is irrevocable prior to Default, it being hereby declared that the full and final payment and performance of the Secured Obligations, in the Company’s name or in the Collateral Agent’s name: (a) to endorse all checks and other instruments received in payment Assignment of Rents and to deposit the same in any account selected by the Collateral Agent; (b) to give receipts Leases set forth herein is absolute and releases in relation thereto; (c) to instituteunconditional and, prosecute and/or settle actions for the recovery of Rents; (d) to modify the terms of any Leases including terms relating subject only to the Rents payable thereunder; (e) license hereinabove granted, shall entitle Grantee to cancel any Leases; (f) to enter into new Leases; and (g) to do collect all other acts and things with respect to the Leases and Rents which the Collateral Agent may deem necessary or desirable to protect the security for the Secured Obligations. Any Rents received shall be applied first to pay all Expenses and next in reduction of the other Secured Obligations. The Company shall pay, on demand, to the Collateral Agent, the amount of any deficiency between (i) the Rents received by the Collateral Agent, and (ii) all Expenses incurred together with interest thereon as provided in the Credit Agreement and the other Related DocumentsRents.

Collection of Rents. Upon the occurrence of an Event of Default, the license granted to the Company (a) Buyer shall use reasonable efforts to collect the Rents shall be automatically Fixed and immediately revokedOther Tenant Charge Arrearages, without further notice to or demand upon the Company. The Collateral Agent mayAdjustable Tenant Charges, but shall not be obligated, to perform any or all obligations of the landlord under any or all of the Leases, and the Collateral Agent may, but shall not be obligated to, exercise and enforce any or all of the Company’s rights under the Leases. Without limitation to the generality of the foregoing, the Collateral Agent may notify the tenants under the Leases that all Rents are to be paid to the Collateral Agent, and following such notice all Rents shall be paid directly to the Collateral Agent and not to the Company or any other Person other than as directed by the Collateral Agent, it being understood that a demand by the Collateral Agent on any tenant under the Leases for the payment of Rent shall be sufficient to warrant payment by such tenant of Rent to the Collateral Agent without the necessity of further consent by the Company. The Company hereby irrevocably authorizes and directs the tenants under the Lease to pay all Rents to the Collateral Agent instead of to the Company, upon receipt of written notice from the Collateral Agent, without the necessity of any inquiry of the Company and without the necessity of determining the existence or non-existence of an Event of Default. The Company hereby appoints the Collateral Agent as the Company’s attorney-in-fact with full power of substitution, which appointment shall take effect upon the occurrence of an Event of Default and is coupled with an interest and is irrevocable prior to the full and final payment and performance of the Secured Obligations, in the Company’s name or in the Collateral Agent’s name: (a) to endorse all checks Sales Based Tenant Charges and other instruments received in payment of Rents and to deposit the same in any account selected by the Collateral Agent; (b) to give receipts and releases in relation thereto; (c) to institute, prosecute and/or settle actions for the recovery of Rents; (d) to modify the terms of any Leases including terms relating to the Rents which are payable thereunder; (e) to cancel any Leases; (f) to enter into new Leases; and (g) to do all other acts and things with respect to the Applicable Closing Fiscal Period and any prior fiscal period, but Buyer shall not be required to retain a collection agency, commence litigation or file proofs of claim or commence an adversary proceeding in a bankruptcy case, or terminate Tenant Leases or the REAs in connection with such collection efforts. Collection costs shall be charged against amounts collected. (b) Seller shall have the right to seek collection of any Closed Receivables. Buyer shall join in any actions or proceedings commenced by Seller if and Rents only if the provisions of any law, rule or regulation at the time in effect shall require that such actions or proceedings be brought by and/or in the name of Buyer, in which event Buyer shall join and cooperate in such actions or proceedings or permit the Collateral Agent may deem necessary same to be brought by Seller in Buyer's name but Seller shall pay all costs and expenses relating thereto, including without limitation Buyer's reasonable legal fees in reviewing pleadings and other materials filed in connection with such litigation. (c) Notwithstanding anything to the contrary contained herein, Buyer shall have the right at any time on or desirable after the Closing, and whether or not its joinder shall be required as a matter of law, to protect the security join in, or to be substituted for Seller in, any proceedings for the Secured Obligations. Any Rents received shall be applied first eviction of Tenants and/or the collection of Rent which may have been instituted by Seller either prior to pay all Expenses and next or after the Closing, if the Tenant in reduction question is still in possession of the other Secured Obligationspremises covered by its Tenant Lease and if, in connection therewith, Buyer intends to seek eviction of such Tenant, cancellation of the Tenant Lease or repossession of the premises. The Company shall payIf Buyer joins in, on demandor is substituted for Seller as plaintiff in any such litigation, to the Collateral AgentBuyer shall, the amount thereafter assume sole liability for all costs and expenses of any deficiency between such litigation, including legal fees and expenses, as may thereafter be incurred (i) the Rents received by the Collateral Agent, and (ii) all Expenses incurred together with interest thereon except as provided in the Credit Agreement below) and the other Related Documents.shall thereafter control all aspects of such proceedings, except that Buyer shall not be entitled to waive, reduce or otherwise compromise any claims for Rent relating to any period prior to Closing 32

Collection of Rents. Upon the occurrence of an Event of Default, the license granted to the Company The Partnership shall use reasonable best efforts to collect the Rents shall be automatically Fixed and immediately revokedOther Tenant Charge Arrearage, without further notice to or demand upon the Company. The Collateral Agent mayAdjustable Tenant Charges, but shall not be obligated, to perform any or all obligations of the landlord under any or all of the Leases, and the Collateral Agent may, but shall not be obligated to, exercise and enforce any or all of the Company’s rights under the Leases. Without limitation to the generality of the foregoing, the Collateral Agent may notify the tenants under the Leases that all Rents are to be paid to the Collateral Agent, and following such notice all Rents shall be paid directly to the Collateral Agent and not to the Company or any other Person other than as directed by the Collateral Agent, it being understood that a demand by the Collateral Agent on any tenant under the Leases for the payment of Rent shall be sufficient to warrant payment by such tenant of Rent to the Collateral Agent without the necessity of further consent by the Company. The Company hereby irrevocably authorizes and directs the tenants under the Lease to pay all Rents to the Collateral Agent instead of to the Company, upon receipt of written notice from the Collateral Agent, without the necessity of any inquiry of the Company and without the necessity of determining the existence or non-existence of an Event of Default. The Company hereby appoints the Collateral Agent as the Company’s attorney-in-fact with full power of substitution, which appointment shall take effect upon the occurrence of an Event of Default and is coupled with an interest and is irrevocable prior to the full and final payment and performance of the Secured Obligations, in the Company’s name or in the Collateral Agent’s name: (a) to endorse all checks Sales Based Tenant Charges and other instruments received in payment of Rents and to deposit the same in any account selected by the Collateral Agent; (b) to give receipts and releases in relation thereto; (c) to institute, prosecute and/or settle actions for the recovery of Rents; (d) to modify the terms of any Leases including terms relating to the Rents which are payable thereunder; (e) to cancel any Leases; (f) to enter into new Leases; and (g) to do all other acts and things with respect to the Applicable Closing Fiscal Period and any prior fiscal period, but the Partnership shall not be required to retain a collection agency, commence litigation or file proofs of claim or commence an adversary proceeding in a bankruptcy case, or terminate Leases or the Reciprocal Easement Agreement in connection with such collection efforts. The Partnership shall not waive or settle any claims for any such amounts in whole or in part to the extent such amounts, if collected, would be payable to Contributor hereunder other than in accordance with the policies of the Partnership from time to time as to Rent delinquencies generally. Collection costs shall be charged against amounts collected and Rents charged to the parties hereto in the proportion in which each is entitled to the Collateral Agent proceeds of such collection. The Partnership shall provide to Contributor quarterly reports after Closing with respect to the collection by the Partnership after Closing of any such amounts which are payable with respect to the Applicable Closing Fiscal Period and any prior fiscal year. Contributor shall have the right to seek collection of any Fixed and Other Tenant Charge Arrearage or other item of Rent owed to it hereunder and not collected by the Partnership within six months following the later of the Closing Date and the date such item of Rent is due and payable (but Contributor otherwise shall not have the right to seek collection of any Rents); provided, however, that in seeking to collect any such Fixed and Other Tenant Charge Arrearage, Contributor shall not be entitled to terminate any Lease or the Reciprocal Easement Agreement or otherwise seek any remedy other than a money judgment against the delinquent Party. Prior to filing any such action, Contributor shall notify the Partnership and the Partnership may deem necessary join such action. The Partnership shall not be required to join in any such actions or desirable proceedings commenced by Contributor unless the provisions of any law, rule or regulation at the time in effect shall require that such actions or proceedings be brought by and/or in the name of the Partnership, in which event the Partnership shall join and cooperate in such actions or proceedings or permit the same to protect be brought by Contributor in the security Partnership's name but Contributor shall pay all costs and expenses relating thereto, including without limitation the Partnership's reasonable legal fees in reviewing pleadings and other materials filed in connection with such litigation. Notwithstanding anything to the contrary contained herein, the Partnership shall have the right at any time on or after the Closing, and whether or not the joinder of the Partnership shall be required as a matter of law, to cause the Partnership to join in, or to be substituted for Contributor in, any proceedings for the Secured Obligations. Any Rents received shall be applied first eviction of Tenants and/or the collection of Rent which may have been instituted by Contributor either prior to pay all Expenses and next or after the Closing, if the Tenant in reduction question is still in possession of the other Secured Obligationspremises covered by its Lease and if, in connection therewith, the Partnership intends to seek eviction of such Tenant, cancellation of the Lease or repossession of the premises. The Company If the Partnership joins in, or is substituted for Contributor as plaintiff, in any such litigation, the Partnership shall, thereafter, assume sole liability for all costs and expenses of such litigation, including legal fees and expenses, as may thereafter be incurred (except as provided below) and shall paythereafter control all aspects of such proceedings, on demandexcept that the Partnership shall not waive, reduce or otherwise compromise any claims for Rent to the Collateral Agent, extent that the amount of such claims, if collected, would be payable to Contributor hereunder other than in accordance with the policies of the Partnership from time to time as to Rent delinquencies generally. Contributor in any deficiency between (i) event may, at its option, continue to participate in such litigation. In any event, Contributor shall reimburse the Rents Partnership for a pro rata portion of the Partnership's out-of-pocket costs and expenses of such collection in proportion to, but in no event in an amount greater than, the amount, if any, actually received by Contributor after Closing as a result of such proceedings; provided, however, Contributor shall be entitled to a credit for legal fees and expenses incurred by Contributor prior to the Collateral Agent, and (ii) all Expenses incurred together intervention by the Partnership in connection with interest thereon as provided the proceedings previously instituted by Contributor in the Credit Agreement and the other Related Documentsconnection with such collection efforts.

Collection of Rents. Prior to any Event of Default hereunder, Grantor shall have a license to, and shall, collect and receive all Rents of the Property as trustee for the benefit of Lender and Grantor, apply the Rents so collected first to the payment of taxes, assessments and other charges on the Property prior to delinquency, second to the cost of insurance, maintenance and repairs required by the terms of this Deed of Trust, third to the costs of discharging any obligation or liability of Grantor under the Leases, and fourth to the Secured Obligations, with the balance, if any, to the account of Grantor provided there is no Event of Default. Upon the occurrence delivery of written notice by Xxxxxx to Grantor of an Event of Default, the license granted Default hereunder and stating that Lender exercises its rights to the Company to collect the Rents shall be automatically and immediately revoked, without further notice to or demand upon the Company. The Collateral Agent may, but shall not be obligated, to perform any or all obligations of the landlord under any or all of the LeasesRents, and the Collateral Agent may, but shall not be obligated to, exercise and enforce any or all of the Company’s rights under the Leases. Without limitation to the generality of the foregoing, the Collateral Agent may notify the tenants under the Leases that all Rents are to be paid to the Collateral Agent, and following such notice all Rents shall be paid directly to the Collateral Agent and not to the Company or any other Person other than as directed by the Collateral Agent, it being understood that a demand by the Collateral Agent on any tenant under the Leases for the payment of Rent shall be sufficient to warrant payment by such tenant of Rent to the Collateral Agent without the necessity of further consent Lender entering upon and taking and maintaining full control of the Property in person, by agent or by a court-appointed receiver, Xxxxxx shall immediately be entitled to possession of all Rents from the CompanyProperty as the same become due and payable including without limitation Rents then due and unpaid, and all such Rents shall immediately upon delivery of such notice be held by Grantor as trustee for the benefit of Xxxxxx only. The Company Upon delivery of such written notice by Xxxxxx, Grantor hereby irrevocably authorizes and directs agrees to direct each tenant or occupant of the tenants under the Lease Property to pay all Rents to Lender on Xxxxxx’s written demand therefor, without any liability on the Collateral Agent instead part of said tenant or occupant to inquire further as to the Company, upon receipt of written notice from the Collateral Agent, without the necessity of any inquiry of the Company and without the necessity of determining the existence or non-existence of an Event of Defaulta default by Grantor. The Company Grantor hereby appoints the Collateral Agent authorizes Xxxxxx as the CompanyXxxxxxx’s attorney-in-fact with full power of substitutionto make such direction to tenants and occupants upon Grantor’s failure to do so as required herein. Payments made to Lender by tenants or occupants shall, which appointment shall take effect upon the occurrence of an Event of Default as to such tenants and is coupled with an interest and is irrevocable prior to the full and final payment and performance occupants, be in discharge of the Secured Obligationspayors’ obligations to Grantor. Lender may exercise, in the CompanyLender’s name or in the Collateral AgentGrantor’s name: (a) , all rights and remedies available to endorse all checks and other instruments received in payment of Rents and to deposit the same in any account selected by the Collateral Agent; (b) to give receipts and releases in relation thereto; (c) to institute, prosecute and/or settle actions for the recovery of Rents; (d) to modify the terms of any Leases including terms relating to the Rents payable thereunder; (e) to cancel any Leases; (f) to enter into new Leases; and (g) to do all other acts and things Grantor with respect to the Leases and Rents which the Collateral Agent may deem necessary or desirable to protect the security for the Secured Obligationscollection of Rents. Any Rents received Nothing herein contained shall be applied first construed as obligating Lender to pay all Expenses and next in reduction perform any of Grantor’s obligations under any of the other Secured Obligations. The Company shall pay, on demand, to the Collateral Agent, the amount of any deficiency between (i) the Rents received by the Collateral Agent, and (ii) all Expenses incurred together with interest thereon as provided in the Credit Agreement and the other Related DocumentsLeases.

Collection of Rents. (a) Upon the occurrence occurrence, and during the continuance, of an Event of Default, the license granted to the Company Mortgagor to collect the Rents shall be automatically and immediately revoked, without further notice to or demand upon the CompanyMortgagor. The Collateral Agent Beneficiary may, but shall not be obligatedobligated to, to perform any or all obligations of the landlord under any or all of the Leases, and the Collateral Agent Beneficiary may, but shall not be obligated to, exercise and enforce any or all of the CompanyMortgagor’s rights under the Leases. Without limitation to the generality of the foregoing, the Collateral Agent Beneficiary may notify the tenants under the Leases that all Rents are to be paid to the Collateral AgentBeneficiary, and following such notice all Rents shall be paid directly to the Collateral Agent Beneficiary and not to the Company Mortgagor or any other Person other than as directed by the Collateral AgentBeneficiary, it being understood that a demand by the Collateral Agent Beneficiary on any tenant under the Leases for the payment of Rent shall be sufficient to warrant payment by such tenant of Rent to the Collateral Agent Beneficiary without the necessity of further consent by the CompanyMortgagor. The Company Mortgagor hereby irrevocably authorizes and directs the tenants under the Lease to pay all Rents to the Collateral Agent Beneficiary instead of to the CompanyMortgagor, upon receipt of written notice from the Collateral AgentBeneficiary, without the necessity of any inquiry of the Company Mortgagor and without the necessity of determining the existence or non-existence of an Event of Default. The Company Mortgagor hereby appoints the Collateral Agent Beneficiary as the CompanyMortgagor’s attorney-in-fact with full power of substitution, which appointment shall take effect upon the occurrence of an Event of Default and is coupled with an interest and is irrevocable prior to the full and final payment and performance of the Secured Obligations, in the CompanyMortgagor’s name or in the Collateral AgentBeneficiary’s name: (ai) to endorse all checks and other instruments Mortgages received in payment of Rents and to deposit the same in any account selected by the Collateral AgentBeneficiary; (bii) to give receipts and releases in relation thereto; (ciii) to institute, prosecute and/or settle actions for the recovery of Rents; (div) to modify the terms of any Leases including terms relating to the Rents payable thereunder; (ev) to cancel any Leases; (fvi) to enter into new Leases; and (gvii) to do all other acts and things with respect to the Leases and Rents which the Collateral Agent Beneficiary may deem necessary or desirable to protect the security for the Secured Obligations. Any Rents received shall be applied first to pay all Expenses and next in reduction of the other Secured Obligations. The Company shall pay, on demand, to the Collateral Agent, the amount of any deficiency between (i) the Rents received by the Collateral Agent, and (ii) all Expenses incurred together with interest thereon as provided in the Credit Agreement and the other Related Documents.