Common use of Rents Clause in Contracts

Rents. By the terms of the various Security Documents, certain Restricted Persons are and will be assigning to Administrative Agent, for the benefit of Lender Parties, all of the "Rents" (as defined therein) accruing to the property covered thereby. Notwithstanding any such assignments, so long as no Default has occurred and is continuing, (i) such Restricted Persons may continue to receive and collect from the payors of such Rents all such Rents, subject, however, to the Liens created under the Security Documents, which Liens are hereby affirmed and ratified, and free and clear of such Liens, use the proceeds of the Rents, and (ii) the Administrative Agent will not notify the obligors of such Rents or take any other action to cause proceeds thereof to be remitted to the Administrative Agent. Upon the occurrence of a Default, Administrative Agent may exercise all rights and remedies granted under the Security Documents, including the right to obtain possession of all Rents then held by such Restricted Persons or to receive directly from the payors of such Rents all other Rents until such time as such Default is no longer continuing. If the Administrative Agent shall receive any Rent proceeds from any payor at any time other than during the continuance of a Default, then it shall notify Borrower thereof and (i) upon request and pursuant to the instructions of Borrower, it shall, if no Default is then continuing, remit such proceeds to the Borrower and (ii) at the request and expense of Borrower, execute and deliver a letter to such payors confirming Restricted Persons' right to receive and collect Rents until otherwise notified by Administrative Agent. In no case shall any failure, whether purposed or inadvertent, by Administrative Agent to collect directly any such Rents constitute in any way a waiver, remission or release of any of its rights under the Security Documents, nor shall any release of any Rents by Administrative Agent to such Restricted Persons constitute a waiver, remission, or release of any other Rents or of any rights of Administrative Agent to collect other Rents thereafter.

Rents. By the terms of the various Security Documents, certain Restricted Persons Loan Parties are and will be assigning to Administrative Agent, for the benefit of Lender Secured Parties, all of the "“Rents" ” (as defined therein) accruing to the property covered thereby. Notwithstanding any such assignments, so long as no Event of Default has occurred and is continuing, (ia) such Restricted Persons Loan Parties may continue to receive and collect from the payors of such Rents all such Rents, subject, however, to the Liens created under the Security Documents, which Liens are hereby affirmed and ratified, and free and clear of such Liens, use the proceeds of the Rents, and (iib) the Administrative Agent will not notify the obligors of such Rents or take any other action to cause proceeds thereof to be remitted to the Administrative Agent. Upon the occurrence of a an Event of Default, Administrative Agent may exercise all rights and remedies granted under the Security Documents, including the right to obtain possession of all Rents then held by such Restricted Persons Loan Parties or to receive directly from the payors of such Rents all other Rents until such time as such Event of Default is no longer continuing. If the Administrative Agent shall receive any Rent proceeds from any payor at any time other than during the continuance of a an Event of Default, then it shall notify the Borrower thereof and (ia) upon request and pursuant to the instructions of the Borrower, it shall, if no Event of Default is then continuing, remit such proceeds to the Borrower and (iib) at the request and expense of the Borrower, execute and deliver a letter to such payors confirming Restricted Persons' Loan Parties’ right to receive and collect Rents until otherwise notified by Administrative Agent. In no case shall any failure, whether purposed or inadvertent, by Administrative Agent to collect directly any such Rents constitute in any way a waiver, remission or release of any of its rights under the Security Documents, nor shall any release of any Rents by Administrative Agent to such Restricted Persons Loan Parties constitute a waiver, remission, or release of any other Rents or of any rights of Administrative Agent to collect other Rents thereafter.

Rents. By the terms of the various Security Documents, ----- certain Restricted Persons are and will be assigning to Administrative Agent, for the benefit of Lender Parties, all of the "Rents" (as defined therein) accruing to the property covered thereby. Notwithstanding any such assignments, so long as no Default has occurred and is continuing, (i) such Restricted Persons may continue to receive and collect from the payors of such Rents all such Rents, subject, however, to the Liens created under the Security Documents, which Liens are hereby affirmed and ratified, and free and clear of such Liens, use the proceeds of the Rents, and (ii) the Administrative Agent will not notify the obligors of such Rents or take any other action to cause proceeds thereof to be remitted to the Administrative Agent. Upon the occurrence of a Default, Administrative Agent may exercise all rights and remedies granted under the Security Documents, including the right to obtain possession of all Rents then held by such Restricted Persons or to receive directly from the payors of such Rents all other Rents until such time as such Default is no longer continuing. If the Administrative Agent shall receive any Rent proceeds from any payor at any time other than during the continuance of a Default, then it shall notify Borrower thereof and (i) upon request and pursuant to the instructions of Borrower, it shall, if no Default is then continuing, remit such proceeds to the Borrower and (ii) at the request and expense of Borrower, execute and deliver a letter to such payors confirming Restricted Persons' right to receive and collect Rents until otherwise notified by Administrative Agent. In no case shall any failure, whether purposed or inadvertent, by Administrative Agent to collect directly any such Rents constitute in any way a waiver, remission or release of any of its rights under the Security Documents, nor shall any release of any Rents by Administrative Agent to such Restricted Persons constitute a waiver, remission, or release of any other Rents or of any rights of Administrative Agent to collect other Rents thereafter.

Rents. By the terms of the various Security Documents, certain Restricted Persons are and will be assigning to Administrative Collateral Agent, for the benefit of Lender Parties, all of the "Rents" (as defined therein) accruing to the property covered thereby. Notwithstanding any such assignments, so long as no Default has occurred and is continuing, (i) such Restricted Persons may continue to receive and collect from the payors of such Rents all such Rents, subject, however, to the Liens created under the Security Documents, which Liens are hereby affirmed and ratified, and free and clear of such Liens, use the proceeds of the Rents, and (ii) the Administrative Collateral Agent will not notify the obligors of such Rents or take any other action to cause proceeds thereof to be remitted to the Administrative Collateral Agent. Upon the occurrence of a Default, Administrative Collateral Agent may exercise all rights and remedies granted under the Security Documents, including the right to obtain possession of all Rents then held by such Restricted Persons or to receive directly from the payors of such Rents all other Rents until such time as such Default is no longer continuing. If the Administrative Collateral Agent shall receive any Rent proceeds from any payor at any time other than during the continuance of a Default, then it shall notify Borrower thereof and (i) upon request and pursuant to the instructions of Borrower, it shall, if no Default is then continuing, remit such proceeds to the Borrower and (ii) at the request and expense of Borrower, execute and deliver a letter to such payors confirming Restricted Persons' right to receive and collect Rents until otherwise notified by Administrative Collateral Agent. In no case shall any failure, whether purposed or inadvertent, by Administrative Collateral Agent to collect directly any such Rents constitute in any way a waiver, remission or release of any of its rights under the Security Documents, nor shall any release of any Rents by Administrative Collateral Agent to such Restricted Persons constitute a waiver, remission, or release of any other Rents or of any rights of Administrative Collateral Agent to collect other Rents thereafter.

Rents. By All collected rents shall be prorated for the terms month of Closing based on the actual number of calendar days in such month between Seller and Buyer as of 12:01 a.m. on the Closing Date. Seller shall be entitled to all rents attributable to the period up to but not including the Closing Date. Buyer shall be entitled to all rents attributable to any period on and after the Closing Date. Rents not collected as of the various Security DocumentsClosing Date shall not be prorated at the time of Closing. After Closing, certain Restricted Persons are and will be assigning Buyer shall make a good faith effort for a period not less than ninety (90) days to Administrative Agent, for the benefit of Lender Parties, all collect any rents not collected as of the "Rents" Closing Date on Seller’s behalf and to tender the same to Seller upon receipt (as defined which obligation of Buyer shall survive the Closing and not be merged therein) accruing to the property covered thereby. Notwithstanding any such assignments, so long as no Default has occurred and is continuing, (i) such Restricted Persons may continue to receive and collect from the payors of such Rents all such Rents, subject); provided, however, that all rents collected by Buyer on or after the Closing date shall first be applied to all amounts due under the Leases at the time of collection (i.e., current rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the Liens created under extent of amounts delinquent and actually due Seller (and prorated between Seller and Buyer based upon the Security Documents, which Liens are hereby affirmed Closing Date as previously calculated for collected rents). Seller agrees that the invoicing of delinquent tenants on a monthly basis shall constitute a good faith effort and ratified, and free and clear of such Liens, use the proceeds of the Rents, and (ii) the Administrative Agent will Buyer shall not notify the obligors of such Rents or take any other action be obligated to cause proceeds thereof to be remitted to the Administrative Agent. Upon the occurrence of a Default, Administrative Agent may exercise all rights and remedies granted under the Security Documents, including the right to obtain possession of all Rents then held by such Restricted Persons or to receive directly from the payors of such Rents all other Rents until such time as such Default is no longer continuing. If the Administrative Agent shall receive any Rent proceeds from any payor at any time other than during the continuance of a Default, then it shall notify Borrower thereof and (i) upon request and pursuant to the instructions of Borrower, it shall, if no Default is then continuing, remit such proceeds to the Borrower and (ii) at the request and expense of Borrower, execute and deliver a letter to such payors confirming Restricted Persons' right to receive and collect Rents until otherwise notified by Administrative Agent. In no case shall any failure, whether purposed or inadvertent, by Administrative Agent to collect directly any such Rents constitute in any way a waiver, remission or release of any of enforce its rights under the Security Documents, nor shall any release of any Rents by Administrative Agent to such Restricted Persons constitute a waiver, remissionLeases, or release threaten such enforcement, or to bring any proceedings in a court of any other Rents law or of any rights of Administrative Agent equity. Buyer shall not have an exclusive right to collect other Rents thereafterthe sums due Seller under the Leases, and Seller hereby retains its rights to pursue any tenant under the Leases for sums due Seller for periods attributable to Seller’s ownership of the Property; provided, however, that Seller (i) shall be required to notify Buyer in writing of its intention to commence or pursue such legal proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing and shall commence such proceeding, if at all, prior to the 1st anniversary of the Closing Date; and (iii) shall not be permitted to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying lease. The terms of the immediately preceding sentence shall survive the Closing and not be merged therein.

Rents. By As additional and collateral security for the terms payment of the various Security DocumentsDebt and cumulative of any and all rights and remedies herein provided for, certain Restricted Persons are Grantor hereby absolutely and will be assigning presently assigns to Administrative AgentBeneficiary Grantor's right, title and interest (if any) in all existing and future Rents. Grantor hereby grants to Beneficiary the sole, exclusive and immediate right, without taking possession of the Trust Property, to demand, collect (by suit or otherwise), receive and give valid and sufficient receipts for any and all of said Rents, for the benefit which purpose Grantor does hereby irrevocably make, constitute and appoint Beneficiary its attorney-in-fact with full power to appoint substitutes or a trustee to accomplish such purpose (which power of Lender Parties, all of the "Rents" (as defined therein) accruing to the property covered thereby. Notwithstanding any such assignments, attorney shall be irrevocable so long as no any portion of the Debt is outstanding, shall be deemed to be coupled with an interest, shall survive the voluntary or involuntary dissolution of Grantor and shall not be affected by any disability or incapacity suffered by Grantor subsequent to the date hereof). Beneficiary shall be without liability for any loss which may arise from a failure or inability to collect Rents, proceeds or other payments. However, until the occurrence and continuance of an Event of Default has occurred under this Deed of Trust or under any other of the Loan Documents, Grantor shall have a license to collect, receive, use and is continuingenjoy the Rents when due and prepayments thereof for not more than one (1) month prior to the due date thereof. Upon the occurrence and continuance of an Event of Default, (i) such Restricted Persons Grantor's license shall automatically terminate without notice to Grantor and Beneficiary may continue to receive thereafter, without taking possession of the Trust Property, collect the Rents itself or by an agent or receiver. From and collect from after the payors termination of such Rents all such Rentslicense, subject, however, to Grantor shall be the Liens created under the Security Documents, which Liens are hereby affirmed and ratified, and free and clear agent of such Liens, use the proceeds Beneficiary in collection of the Rents, and all of the Rents so collected by Grantor shall be held in trust by Grantor for the sole and exclusive benefit of Beneficiary, and Grantor shall, within three (ii3) business days after receipt of any Rents, pay the Administrative Agent will not notify same to Beneficiary to be applied by Beneficiary as hereinafter set forth. Neither the obligors demand for or collection of Rents by Beneficiary shall constitute any assumption by Beneficiary of any obligations under any agreement relating thereto. Beneficiary is obligated to account only for such Rents as are actually collected or received by Beneficiary. Grantor irrevocably agrees and consents that the respective payors of the Rents shall, upon demand and notice from Beneficiary of the occurrence and continuance of an Event of Default, pay said Rents to Beneficiary without liability to determine the actual existence of any Event of Default claimed by Beneficiary. Grantor hereby waives any right, claim or demand which Grantor may now or hereafter have against any such payor by reason of such payment of Rents to Beneficiary, and any such payment shall discharge such payor's obligation to make such payment to Grantor. All Rents collected or take received by Beneficiary may be applied against all expenses of collection, including, without limitation, reasonable attorneys' fees, against costs of operation and management of the Trust Property and against the Debt, in whatever order or priority as to any other action to cause proceeds thereof to be remitted of the items so mentioned as Beneficiary directs in its sole subjective discretion and without regard to the Administrative Agentadequacy of its security. Upon Neither the occurrence exercise by Beneficiary of any rights under this Section nor the application of any Rents to the Debt shall cure or be deemed a waiver of any Event of Default. The assignment of Rents hereinabove granted shall continue in full force and effect during any period of foreclosure or redemption with respect to the Trust Property. Xxxxxxx has executed an Assignment of Leases and Rents dated of even date herewith (the "Assignment") in favor of Beneficiary covering all of the right, Administrative Agent may exercise title and interest of Grantor, as landlord, lessor or licensor, in and to any Leases. All rights and remedies granted to Beneficiary under the Assignment shall be in addition to and cumulative of all rights and remedies granted under the Security Documents, including the right to obtain possession of all Rents then held by such Restricted Persons or to receive directly from the payors of such Rents all other Rents until such time as such Default is no longer continuing. If the Administrative Agent shall receive any Rent proceeds from any payor at any time other than during the continuance of a Default, then it shall notify Borrower thereof and (i) upon request and pursuant to the instructions of Borrower, it shall, if no Default is then continuing, remit such proceeds to the Borrower and (ii) at the request and expense of Borrower, execute and deliver a letter to such payors confirming Restricted Persons' right to receive and collect Rents until otherwise notified by Administrative Agent. In no case shall any failure, whether purposed or inadvertent, by Administrative Agent to collect directly any such Rents constitute in any way a waiver, remission or release of any of its rights under the Security Documents, nor shall any release of any Rents by Administrative Agent to such Restricted Persons constitute a waiver, remission, or release of any other Rents or of any rights of Administrative Agent to collect other Rents thereafterBeneficiary hereunder.

Rents. By the terms of the various Security Documents, certain Restricted Persons are and will be assigning to Administrative Agent, for the benefit of Lender Parties, all of the "Rents" (as defined therein) accruing to the property covered thereby. Notwithstanding any such assignments, so long as no Default has occurred and is continuing, (i) such Restricted Persons may continue to receive and collect from the payors of such Rents all such Rents, subject, however, to the Liens created under the Security Documents, which Liens are hereby affirmed and ratified, and free and clear of such Liens, use the proceeds of the Rents, and (ii) the Administrative Agent will not notify the obligors of such Rents or take any other action to cause proceeds thereof to be remitted to the Administrative Agent. Upon the occurrence of a Default, Administrative Agent may exercise all rights and remedies granted under the Security Documents, including the right to obtain possession of all Rents then held by such Restricted Persons or to receive directly from the payors of such Rents all other Rents until such time as such Default is no longer continuing. If the Administrative Agent shall receive any Rent proceeds from any payor at any time other than during the continuance of a Default, then it shall notify Borrower thereof and (i) upon request and pursuant to the instructions of Borrower, it shall, if no Default is then continuing, remit such proceeds to the Borrower and (ii) at the request and expense of Borrower, execute and deliver a letter to such payors confirming Restricted Persons' right to receive and collect Rents until otherwise notified by Administrative Agent. In no case shall any failure, whether purposed or inadvertent, by Administrative Agent to collect directly any such Rents constitute in any way a waiver, remission or release of any of its rights under the Security Documents, nor shall any release of any Rents by Administrative Agent to such Restricted Persons constitute a waiver, remission, or release of any other Rents or of any rights of Administrative Agent to collect other Rents thereafter.

Rents. By the terms of the various Security Documents, certain Restricted Persons Loan Parties are and will be assigning to Administrative Agent, for the benefit of Lender PartiesLenders, all of the "Rents" (as defined therein) accruing to the property covered thereby. Notwithstanding any such assignments, so long as no Default has occurred and is continuing, (i) such Restricted Persons Loan Parties may continue to receive and collect from the payors of such Rents all such Rents, subject, however, to the Liens created under the Security Documents, which Liens are hereby affirmed and ratified, and free and clear of such Liens, use the proceeds of the Rents, and (ii) the Administrative Agent will not notify the obligors of such Rents or take any other action to cause proceeds thereof to be remitted to the Administrative Agent. Upon the occurrence of a Default, Administrative Agent may exercise all rights and remedies granted under the Security Documents, including the right to obtain possession of all Rents then held by such Restricted Persons Loan Parties or to receive directly from the payors of such Rents all other Rents until such time as such Default is no longer continuing. If the Administrative Agent shall receive any Rent proceeds from any payor at any time other than during the continuance of a Default, then it shall notify Borrower thereof and (i) upon request and pursuant to the instructions of Borrower, it shall, if no Default is then continuing, remit such proceeds to the Borrower and (ii) at the request and expense of Borrower, execute and deliver a letter to such payors confirming Restricted PersonsLoan Parties' right to receive and collect Rents until otherwise notified by Administrative Agent. In no case shall any failure, whether purposed or inadvertent, by Administrative Agent to collect directly any such Rents constitute in any way a waiver, remission or release of any of its rights under the Security Documents, nor shall any release of any Rents by Administrative Agent to such Restricted Persons Loan Parties constitute a waiver, remission, or release of any other Rents or of any rights of Administrative Agent to collect other Rents thereafter.

Rents. By the terms of the various Security Documents, certain Restricted Persons are and will be assigning to Administrative Agent, for the benefit of Lender Parties, all of the "Rents" (as defined therein) accruing to the property covered thereby. Notwithstanding any such assignments, so long as no Default has occurred and is continuing, (i) such Restricted Persons may continue to receive and collect from the payors of such Rents all such Rents, subject, however, to the Liens created under the Security Documents, which Liens are hereby affirmed and ratified, and free and clear of such Liens, use the proceeds of the Rents, and (ii) the Administrative Agent will not notify the obligors of such Rents or take any other action to cause proceeds thereof to be remitted to the Administrative Agent. Upon the occurrence of a Default, Administrative Agent may exercise all rights and remedies granted under the Security Documents, including the right to obtain possession of all Rents then held by such Restricted Persons or to receive directly from the payors of such Rents all other Rents until such time as such Default is no longer continuing. If the Administrative Agent shall receive any Rent proceeds from any payor at any time other than during the continuance of a Default, then it shall notify US Borrower thereof and (i) upon request and pursuant to the instructions of US Borrower, it shall, if no Default is then continuing, remit such proceeds to the US Borrower and (ii) at the request and expense of US Borrower, execute and deliver a letter to such payors confirming Restricted Persons' right to receive and collect Rents until otherwise notified by Administrative Agent. In no case shall any failure, whether purposed or inadvertent, by Administrative Agent to collect directly any such Rents constitute in any way a waiver, remission or release of any of its rights under the Security Documents, nor shall any release of any Rents by Administrative Agent to such Restricted Persons constitute a waiver, remission, or release of any other Rents or of any rights of Administrative Agent to collect other Rents thereafter.

Rents. By Landlord and Tenant jointly and severally acknowledge that the terms of the various Security Documents, certain Restricted Persons are and will be assigning to Administrative Agent, Lease Assignment provides for the benefit direct payment to Lender of Lender Parties, all of the "Rents" (as defined therein) accruing rents and other monies due and to the property covered thereby. Notwithstanding any such assignments, so long as no Default has occurred and is continuing, (i) such Restricted Persons may continue become due to receive and collect from the payors of such Rents all such Rents, subject, however, to the Liens created Landlord under the Security Documents, which Liens are hereby affirmed and ratified, and free and clear of such Liens, use the proceeds of the Rents, and (ii) the Administrative Agent will not notify the obligors of such Rents or take any other action to cause proceeds thereof to be remitted to the Administrative Agent. Upon Lease upon the occurrence of a Default, Administrative Agent may exercise all rights and remedies granted certain conditions as set forth in the Lease Assignment without Lender's taking possession of the Demised Premises or otherwise assuming Landlord's position or any of Landlord's obligations under the Security DocumentsLease. Upon receipt from Lender of written notice to pay all such rents and other monies to or at the direction of Lender, including Landlord authorizes and directs Tenant thereafter to make all such payments to or at the right direction of Lender, releases Tenant of any and all liability to obtain possession of Landlord for any and all Rents then held payment so made, and shall defend, indemnify and hold Tenant harmless from and against any and all claims, demands, losses, or liabilities asserted by, through or under Landlord (except by such Restricted Persons or to receive directly from the payors Lender) for any and all payments so made. Upon receipt of such Rents notice, Tenant thereafter shall pay all other Rents until such time as such Default is no longer continuing. If monies then due and becoming due from Tenant under the Administrative Agent shall receive Lease to Lender or at the direction of Lender, notwithstanding any Rent proceeds from any payor at any time other than during provision of the continuance of a Default, then it shall notify Borrower thereof and (i) upon request and pursuant Lease to the instructions of Borrower, it shall, if no Default is then continuing, remit such proceeds to the Borrower and (ii) at the request and expense of Borrower, execute and deliver a letter to such payors confirming Restricted Persons' right to receive and collect Rents until otherwise notified by Administrative Agentcontrary. In no case shall any failure, whether purposed Tenant agrees that neither Lender's demanding or inadvertent, by Administrative Agent to collect directly receiving any such Rents constitute in payments, nor Lender's exercising any way a waiverother right, remission remedy, privilege, power or release immunity granted by the Deed of Trust or the Lease Assignment, will operate to impose any liability upon Lender for performance of any obligation of its rights Landlord under the Security Documents, nor Lease unless and until Lender elects otherwise in writing. Such payments shall continue until Lender directs Tenant otherwise in writing. Tenant agrees not to pay any release rent under the Lease more than thirty (30) days in advance without Lender's consent. The provisions of any Rents by Administrative Agent this Paragraph 7 will apply from time to such Restricted Persons constitute a waiver, remission, or release time throughout the term of any other Rents or of any rights of Administrative Agent to collect other Rents thereafterthe Lease.

Rents. By As additional and collateral security for the terms payment of the various Security DocumentsDebt and cumulative of any and all rights and remedies herein provided for, certain Restricted Persons are Grantor hereby absolutely and will be assigning presently assigns to Administrative AgentBeneficiary Grantor's right, title and interest (if any) in all existing and future Rents. Grantor hereby grants to Beneficiary the sole, exclusive and immediate right, without taking possession of the Trust Property, to demand, collect (by suit or otherwise), receive and give valid and sufficient receipts for any and all of said Rents, for the benefit which purpose Grantor does hereby irrevocably make, constitute and appoint Beneficiary its attorney-in-fact with full power to appoint substitutes or a trustee to accomplish such purpose (which power of Lender Parties, all of the "Rents" (as defined therein) accruing to the property covered thereby. Notwithstanding any such assignments, attorney shall be irrevocable so long as no any portion of the Debt is outstanding, shall be deemed to be coupled with an interest, shall survive the voluntary or involuntary dissolution of Grantor and shall not be affected by any disability or incapacity suffered by Grantor subsequent to the date hereof). Beneficiary shall be without liability for any loss which may arise from a failure or inability to collect Rents, proceeds or other payments. However, until the occurrence and continuance of an Event of Default has occurred under this Deed of Trust or under any other of the Loan Documents, Grantor shall have a license to collect, receive, use and is continuingenjoy the Rents when due and prepayments thereof for not more than one (1) month prior to the due date thereof. Upon the occurrence and continuance of an Event of Default, (i) such Restricted Persons Grantor's license shall automatically terminate without notice to Grantor and Beneficiary may continue to receive thereafter, without taking possession of the Trust Property, collect the Rents itself or by an agent or receiver. From and collect from after the payors termination of such Rents all such Rentslicense, subject, however, to Grantor shall be the Liens created under the Security Documents, which Liens are hereby affirmed and ratified, and free and clear agent of such Liens, use the proceeds Beneficiary in collection of the Rents, and all of the Rents so collected by Grantor shall be held in trust by Grantor for the sole and exclusive benefit of Beneficiary, and Grantor shall, within three (ii3) business days after receipt of any Rents, pay the Administrative Agent will not notify same to Beneficiary to be applied by Beneficiary as hereinafter set forth. Neither the obligors demand for or collection of Rents by Beneficiary shall constitute any assumption by Beneficiary of any obligations under any agreement relating thereto. Beneficiary is obligated to account only for such Rents as are actually collected or received by Beneficiary. Grantor irrevocably agrees and consents that the respective payorx xx xxe Rents shall, upon demand and notice from Beneficiary of the occurrence and continuance of an Event of Default, pay said Rents to Beneficiary without liability to determine the actual existence of any Event of Default claimed by Beneficiary. Grantor hereby waives any right, claim or demand which Grantor may now or hereafter have against any such payor by reason of such payment of Rents to Beneficiary, and any such payment shall discharge such payor's obligation to make such payment to Grantor. All Rents collected or take received by Beneficiary may be applied against all expenses of collection, including, without limitation, reasonable attorneys' fees, against costs of operation and management of the Trust Property and against the Debt, in whatever order or priority as to any other action to cause proceeds thereof to be remitted of the items so mentioned as Beneficiary directs in its sole subjective discretion and without regard to the Administrative Agentadequacy of its security. Upon Neither the occurrence exercise by Beneficiary of any rights under this Section nor the application of any Rents to the Debt shall cure or be deemed a waiver of any Event of Default. The assignment of Rents hereinabove granted shall continue in full force and effect during any period of foreclosure or redemption with respect to the Trust Property. Grantor has executed an Assignment of Leases and Rents dated of even xxxx xxrewith (the "Assignment") in favor of Beneficiary covering all of the right, Administrative Agent may exercise title and interest of Grantor, as landlord, lessor or licensor, in and to any Leases. All rights and remedies granted to Beneficiary under the Assignment shall be in addition to and cumulative of all rights and remedies granted under the Security Documents, including the right to obtain possession of all Rents then held by such Restricted Persons or to receive directly from the payors of such Rents all other Rents until such time as such Default is no longer continuing. If the Administrative Agent shall receive any Rent proceeds from any payor at any time other than during the continuance of a Default, then it shall notify Borrower thereof and (i) upon request and pursuant to the instructions of Borrower, it shall, if no Default is then continuing, remit such proceeds to the Borrower and (ii) at the request and expense of Borrower, execute and deliver a letter to such payors confirming Restricted Persons' right to receive and collect Rents until otherwise notified by Administrative Agent. In no case shall any failure, whether purposed or inadvertent, by Administrative Agent to collect directly any such Rents constitute in any way a waiver, remission or release of any of its rights under the Security Documents, nor shall any release of any Rents by Administrative Agent to such Restricted Persons constitute a waiver, remission, or release of any other Rents or of any rights of Administrative Agent to collect other Rents thereafterBeneficiary hereunder.

Rents. By the terms of the various Security Documents, certain Restricted Persons are and will be assigning to Administrative Agent, for the benefit of Lender Parties, all of the "Rents" (as defined therein) accruing to the property covered thereby. Notwithstanding any such assignments, so long as no Default has occurred and is continuing, (i) such Restricted Persons may continue to receive and collect from the payors of such Rents all such Rents, subject, however, to the Liens created under the Security Documents, which Liens are hereby affirmed and ratified, and free and clear of such Liens, use the proceeds of the Rents, and (ii) the Administrative Agent will not notify the obligors of such Rents or take any other action to cause proceeds thereof to be remitted to the Administrative Agent. Upon the occurrence of a Default, Administrative Agent may exercise all rights and remedies granted under the Security Documents, including the right to obtain possession of all Rents then held by such Restricted Persons or to receive directly from the payors of such Rents all other Rents until such time as such Default is no longer continuing. If the Administrative Agent shall receive any Rent proceeds from any payor at any time other than during the continuance of a Default, then it shall notify Borrower thereof and (i) upon request and pursuant to the instructions of Borrower, it shall, if no Default is then continuing, remit such proceeds to the Borrower and (ii) at the request and expense of Borrower, execute and deliver a letter to such payors confirming Restricted Persons' right to receive and collect Rents until otherwise notified by Administrative Agent. In no case 004726 000020 DALLAS 1786243.3 SECOND AMENDED AND RESTATED CREDIT AGREEMENT [CONFORMED THROUGH AUGUST 2004] shall any failure, whether purposed or inadvertent, by Administrative Agent to collect directly any such Rents constitute in any way a waiver, remission or release of any of its rights under the Security Documents, nor shall any release of any Rents by Administrative Agent to such Restricted Persons constitute a waiver, remission, or release of any other Rents or of any rights of Administrative Agent to collect other Rents thereafter.

Rents. By the terms of the various Security Documents, ----- certain Restricted Persons are and will be assigning to Administrative Agent, for the benefit of Lender Parties, all of the "Rents" (as defined therein) accruing to the property covered thereby. Notwithstanding any such assignments, so long as no Default has occurred and is continuing, (i) such Restricted Persons may continue to receive and collect from the payors of such Rents all such Rents, subject, however, to the Liens created under the Security Documents, which Liens are hereby affirmed and ratified, and free and clear of such Liens, use the proceeds of the Rents, and (ii) the Administrative Agent will not notify the obligors of such Rents or take any other action to cause proceeds thereof to be remitted to the Administrative Agent. Upon the occurrence of a Default, Administrative Agent may exercise all rights and remedies granted under the Security Documents, including the right to obtain possession of all Rents then held by such Restricted Persons or to receive directly from the payors of such Rents all other Rents until such time as such Default is no longer continuing. If the Administrative Agent shall receive any Rent proceeds from any payor at any time other than during the continuance of a Default, then it shall notify US Borrower thereof and (i) upon request and pursuant to the instructions of US Borrower, it shall, if no Default is then continuing, remit such proceeds to the US Borrower and (ii) at the request and expense of US Borrower, execute and deliver a letter to such payors confirming Restricted Persons' right to receive and collect Rents until otherwise notified by Administrative Agent. In no case shall any failure, whether purposed or inadvertent, by Administrative Agent to collect directly any such Rents constitute in any way a waiver, remission or release of any of its rights under the Security Documents, nor shall any release of any Rents by Administrative Agent to such Restricted Persons constitute a waiver, remission, or release of any other Rents or of any rights of Administrative Agent to collect other Rents thereafter.

Rents. By The rents, deposits, delinquencies, credits and other income and charges set forth in the terms Rent Roll are true and correct as of the various Security Documentsdate of this Agreement, certain Restricted Persons are and will be assigning to Administrative Agentand, except as otherwise noted in the Rent Roll, the same have been actually received for the benefit month immediately preceding the date of Lender Partiessuch Rent Roll, all as modified by any accounts receivable aging attached to the Rent Roll. No space is occupied rent free or by any employee of Seller except as disclosed in the Rent Roll. Except as expressly set forth in the Rent Roll, no Tenant under any of the "Rents" (as defined therein) accruing Leases is entitled to any option, termination right, concessions, allowances, set-offs, rebates, free rent or refunds or has prepaid any rents or other amounts due under any of the Leases for more than the current month; none of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged or encumbered, except in connection with loans or obligations which assignments, pledges or encumbrances shall be released of record and reconveyed prior to the property covered therebyClosing. Notwithstanding any such assignmentsExcept as expressly set forth in the Rent Roll, so long as no Default Tenant has occurred and is continuing, (i) such Restricted Persons may continue notified Seller or Property Manager in writing of its intent to receive and collect from terminate its Lease prior to expiration of the payors term of such Rents all such Rents, subject, however, to Lease. All of the Liens created under the Security Documents, which Liens Leases are hereby affirmed and ratified, and free and clear of any right or interest of any real estate broker or any other person (whether or not such Liens, use brokers or other persons have negotiated the proceeds Leases or have contracted with the Seller for the collection of the Rentsrents thereunder); and no brokerage or leasing commission or other compensation is or will be due or payable to any person, and (ii) the Administrative Agent will not notify the obligors of such Rents firm, corporation or take any other action entity with respect to cause proceeds thereof to be remitted to the Administrative Agent. Upon the occurrence of a Default, Administrative Agent may exercise all rights and remedies granted under the Security Documents, including the right to obtain possession of all Rents then held by such Restricted Persons or to receive directly from the payors of such Rents all other Rents until such time as such Default is no longer continuing. If the Administrative Agent shall receive any Rent proceeds from any payor at any time other than during the continuance of a Default, then it shall notify Borrower thereof and (i) upon request and pursuant to the instructions of Borrower, it shall, if no Default is then continuing, remit such proceeds to the Borrower and (ii) at the request and expense of Borrower, execute and deliver a letter to such payors confirming Restricted Persons' right to receive and collect Rents until otherwise notified by Administrative Agent. In no case shall any failure, whether purposed or inadvertent, by Administrative Agent to collect directly any such Rents constitute in any way a waiver, remission or release on account of any of its rights under the Security Documents, nor shall Leases or any release of any Rents by Administrative Agent to such Restricted Persons constitute a waiver, remission, extensions or release of any other Rents or of any rights of Administrative Agent to collect other Rents thereafterrenewals thereof.

Rents. By Landlord and Tenant jointly and severally agree that the terms of the various Security Documents, certain Restricted Persons are and will be assigning to Administrative Agent, Mortgage provides for the benefit direct payment to Lender of Lender Parties, all of the "Rents" (as defined therein) accruing rents and other monies due and to the property covered thereby. Notwithstanding any such assignments, so long as no Default has occurred and is continuing, (i) such Restricted Persons may continue become due to receive and collect from the payors of such Rents all such Rents, subject, however, to the Liens created Landlord under the Security DocumentsLease, which Liens are hereby affirmed and ratified, and free and clear of such Liens, use the proceeds of the Rents, and (ii) the Administrative Agent will not notify the obligors of such Rents or take any other action to cause proceeds thereof to be remitted to the Administrative Agent. Upon upon the occurrence of a Defaultcertain conditions as set forth in the Mortgage, Administrative Agent may exercise all rights and remedies granted without Lender’s taking possession of the Property or otherwise assuming Landlord’s position, or any of Landlord’s obligations, under the Security DocumentsLease. Upon receipt from Lender of written notice to pay all such rents and other monies to or at the direction of Lender, including Landlord authorizes and directs Tenant thereafter to make all such payments to or at the right direction of Lender, releases Tenant of any and all liability to obtain possession Landlord for any and all payments so made, and will defend, indemnify, and hold Tenant harmless of and from any and all Rents then held claims, demands, losses, or liabilities asserted by, through, or under Landlord (except by such Restricted Persons or to receive directly from the payors Lender) for any and all payments so made. Upon receipt of such Rents notice, Tenant thereafter will pay all other Rents until such time as such Default is no longer continuing. If monies then due and to become due from Tenant under the Administrative Agent shall receive Lease to or at the direction of Lender, notwithstanding any Rent proceeds from any payor at any time other than during provision of the continuance of a Default, then it shall notify Borrower thereof and (i) upon request and pursuant Lease to the instructions contrary. Tenant agrees that neither Lender’s demanding or receiving any such payments, nor Lender’s exercising any other right, remedy, privilege, power, or immunity granted by the Mortgage, will operate to impose any liability upon Lender for performance of Borrower, it shall, if no Default is then continuing, remit such proceeds any obligation of Landlord under the Lease unless and until Lender elects otherwise in writing or acquires title to the Borrower and (ii) at Property by foreclosure of otherwise. Such payments will continue until Lender directs Tenant otherwise in writing. The provisions of this Section will apply from time to time throughout the request and expense term of Borrower, execute and deliver a letter to such payors confirming Restricted Persons' right to receive and collect Rents until otherwise notified by Administrative Agent. In no case shall any failure, whether purposed or inadvertent, by Administrative Agent to collect directly any such Rents constitute in any way a waiver, remission or release of any of its rights under the Security Documents, nor shall any release of any Rents by Administrative Agent to such Restricted Persons constitute a waiver, remission, or release of any other Rents or of any rights of Administrative Agent to collect other Rents thereafterLease.

Rents. By Landlord and Tenant jointly and severally acknowledge that the terms of the various Security Documents, certain Restricted Persons are and will be assigning to Administrative Agent, ----- Lease Assignment provides for the benefit direct payment to Lender of Lender Parties, all of the "Rents" (as defined therein) accruing rents and other monies due and to the property covered thereby. Notwithstanding any such assignments, so long as no Default has occurred and is continuing, (i) such Restricted Persons may continue become due to receive and collect from the payors of such Rents all such Rents, subject, however, to the Liens created Landlord under the Security Documents, which Liens are hereby affirmed and ratified, and free and clear of such Liens, use the proceeds of the Rents, and (ii) the Administrative Agent will not notify the obligors of such Rents or take any other action to cause proceeds thereof to be remitted to the Administrative Agent. Upon Lease upon the occurrence of a Default, Administrative Agent may exercise all rights and remedies granted certain conditions as set forth in the Lease Assignment without Lender's taking possession of the Demised Premises or otherwise assuming Landlord's position or any of Landlord's obligations under the Security DocumentsLease. Upon receipt from Lender of written notice to pay all such rents and other monies to or at the direction of Lender, including Landlord authorizes and directs Tenant thereafter to make all such payments to or at the right direction of Lender, releases Tenant of any and all liability to obtain possession of Landlord for any and all Rents then held payment so made, and shall defend, indemnify and hold Tenant harmless from and against any and all claims, demands, losses, or liabilities asserted by, through or under Landlord (except by such Restricted Persons or to receive directly from the payors Lender) for any and all payments so made. Upon receipt of such Rents notice, Tenant thereafter shall pay all other Rents until such time as such Default is no longer continuing. If monies then due and becoming due from Tenant under the Administrative Agent shall receive Lease to or at the direction of Lender, notwithstanding any Rent proceeds from any payor at any time other than during provision of the continuance of a Default, then it shall notify Borrower thereof and (i) upon request and pursuant Lease to the instructions of Borrower, it shall, if no Default is then continuing, remit such proceeds to the Borrower and (ii) at the request and expense of Borrower, execute and deliver a letter to such payors confirming Restricted Persons' right to receive and collect Rents until otherwise notified by Administrative Agentcontrary. In no case shall any failure, whether purposed Tenant agrees that neither Lender's demanding or inadvertent, by Administrative Agent to collect directly receiving any such Rents constitute in payments, nor Lender's exercising any way a waiverother right, remission remedy, privilege, power or release immunity granted by the Mortgage or the Lease Assignment, will operate to impose any liability upon Lender for performance of any obligation of its rights Landlord under the Security DocumentsLease, nor except as set forth in Paragraph 5 of this Agreement and except as Lender elects otherwise in writing. Such payments shall continue until Lender directs Tenant otherwise in writing. Tenant agrees not to pay any release rent under the Lease more than 30 days in advance without Lender's consent. The provisions of any Rents by Administrative Agent this Paragraph 7 will apply from time to such Restricted Persons constitute a waiver, remission, or release time throughout the term of any other Rents or of any rights of Administrative Agent to collect other Rents thereafterthe Lease.

Rents. By the terms of the various Security Documents, certain Restricted Persons are and will be assigning to Administrative Agent, for the benefit of Lender Parties, all of the "Rents" (as defined therein) accruing to the property covered thereby. Notwithstanding any such assignments, so long as no Default has occurred and is continuing, (i) such Restricted Persons may continue to receive and collect from the payors of such Rents all such Rents, subject, however, to the Liens created under the Security Documents, which Liens are hereby affirmed and ratified, and free and clear of such Liens, use the proceeds of the Rents, and (ii) the Administrative Agent will not notify the obligors of such Rents or take any other action to cause proceeds thereof to be remitted to the Administrative Agent. Upon the occurrence of a Default, Administrative Agent may exercise all rights and remedies granted under the Security Documents, including the right to obtain possession of all Rents then held by such Restricted Persons or to receive directly from the payors of such Rents all other Rents until such time as such Default is no longer continuing. If the Administrative Agent shall receive any Rent proceeds from any payor at any time other than during the continuance of a Default, then it shall notify SECOND AMENDED AND RESTATED CREDIT AGREEMENT Borrower thereof and (i) upon request and pursuant to the instructions of Borrower, it shall, if no Default is then continuing, remit such proceeds to the Borrower and (ii) at the request and expense of Borrower, execute and deliver a letter to such payors confirming Restricted Persons' right to receive and collect Rents until otherwise notified by Administrative Agent. In no case shall any failure, whether purposed or inadvertent, by Administrative Agent to collect directly any such Rents constitute in any way a waiver, remission or release of any of its rights under the Security Documents, nor shall any release of any Rents by Administrative Agent to such Restricted Persons constitute a waiver, remission, or release of any other Rents or of any rights of Administrative Agent to collect other Rents thereafter.