Common use of Collection of Rents Clause in Contracts

Collection of Rents. The Partnership shall use reasonable best efforts to collect the Fixed and Other Tenant Charge Arrearage, Adjustable Tenant Charges, Sales Based Tenant Charges and other Rents which are payable 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 charged to the parties hereto in the proportion in which each is entitled to the 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 join such action. The Partnership shall not be required to join in any such actions or 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 be brought by Contributor in the 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 eviction of Tenants and/or the collection of Rent which may have been instituted by Contributor either prior to or after the Closing, if the Tenant in question is still in possession of the premises 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. 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 thereafter control all aspects of such proceedings, except that the Partnership shall not waive, reduce or otherwise compromise any claims for Rent to the 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 event may, at its option, continue to participate in such litigation. In any event, Contributor shall reimburse the 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 intervention by the Partnership in connection with the proceedings previously instituted by Contributor in connection with such collection efforts.

Collection of Rents. The Partnership shall use reasonable best efforts Upon the occurrence of an Event of Default, the license granted to the Company to collect the Fixed Rents shall be automatically and Other Tenant Charge Arrearageimmediately revoked, Adjustable Tenant Chargeswithout further notice to or demand upon the Company. The Collateral Agent may, Sales Based 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 and other instruments received in payment of Rents which are 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 Applicable Closing Fiscal Period Leases and any prior fiscal period, but Rents which the Partnership Collateral Agent may deem necessary or desirable to protect the security for the Secured Obligations. Any Rents received shall not be required applied first to retain a collection agency, commence litigation or file proofs pay all Expenses and next in reduction of claim or commence an adversary proceeding in a bankruptcy case, or terminate Leases or the Reciprocal Easement Agreement in connection with such collection effortsother Secured Obligations. The Partnership Company shall not waive or settle any claims for any such amounts in whole or in part pay, on demand, to the extent such amountsCollateral Agent, 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 charged to the parties hereto in the proportion in which each is entitled to the 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 join such action. The Partnership shall not be required to join in any such actions or 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 be brought by Contributor in the 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 eviction of Tenants and/or the collection of Rent which may have been instituted by Contributor either prior to or after the Closing, if the Tenant in question is still in possession of the premises 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. 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 thereafter control all aspects of such proceedings, except that the Partnership shall not waive, reduce or otherwise compromise any claims for Rent to the extent that the amount of such claims, if collected, would be payable to Contributor hereunder other than in accordance with any deficiency between (i) the policies of the Partnership from time to time as to Rent delinquencies generally. Contributor in any event may, at its option, continue to participate in such litigation. In any event, Contributor shall reimburse the 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 Rents received by Contributor after Closing the Collateral Agent, and (ii) all Expenses incurred together with interest thereon as a result of such proceedings; provided, however, Contributor shall be entitled to a credit for legal fees provided in the Credit Agreement and expenses incurred by Contributor prior to the intervention by the Partnership in connection with the proceedings previously instituted by Contributor in connection with such collection effortsother Related Documents.

Collection of Rents. The Partnership 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 use reasonable best efforts collect and receive all Rents of the Property as trustee for the benefit of Lender and Borrower, and apply the Rents so collected first to collect the Fixed and Other Tenant Charge Arrearagepayment of taxes, Adjustable Tenant Charges, Sales Based Tenant Charges assessments and other Rents which are payable with respect charges on the Property prior to delinquency, second to the Applicable Closing Fiscal Period cost of insurance, maintenance and any prior fiscal periodrepairs required by the terms of this Mortgage, 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 third to the extent such amountscosts of discharging any obligation or liability of Borrower under the Leases, and fourth to the indebtedness secured hereby, with the balance, if collectedany, would be payable so long as no such event or circumstance has occurred, to Contributor hereunder other than in accordance the account of Borrower. Upon notice from Lender to Borrower of the occurrence of any event or circumstance which is or which with the policies passage of time, the giving of notice or both will constitute an Event of Default hereunder and stating that Lender exercises its rights to the Rents, and without the necessity of Lender entering upon and taking and maintaining full control of the Partnership from time to time as to Rent delinquencies generally. Collection costs Property in person, by agent or by a court-appointed receiver, Lender shall be charged against amounts collected and charged to the parties hereto in the proportion in which each is entitled to the 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 immediately be entitled to terminate any Lease or possession of all Rents from 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 join such action. The Partnership shall not be required to join in any such actions or 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 Property as the same to be brought by Contributor in the Partnership's name but Contributor shall pay all costs become due and expenses relating theretopayable, including without limitation Rents then due and unpaid, and all such Rents shall immediately be held by Borrower as trustee for the Partnership's reasonable legal fees in reviewing pleadings benefit of Lender only. Upon the occurrence of any Event of Default, Lender may make written demand upon all or some of the tenants and other materials filed in connection with occupants of the Property to pay all Rents to Lender, and Borrower hereby agrees that each such litigation. Notwithstanding anything tenant and occupant shall have no liability to inquire further as to the contrary contained hereinexistence of a default by Borrower. Upon such written demand by Lender, the Partnership shall have the right at any time on Borrower hereby agrees to direct each tenant or after the Closing, and whether or not the joinder occupant of the Partnership Property to pay all Rents to Lender. Payments made to Lender by tenants or occupants shall, as to such tenants and occupants, be in discharge of the payors’ obligations to Borrower. Lender may exercise, in Lender’s or Borrower’s name, all rights and remedies available to Borrower with respect to collection of Rents. Nothing herein contained shall be required construed as a matter obligating Lender to perform any of law, to cause the Partnership to join in, or to be substituted for Contributor in, Borrower’s obligations under any proceedings for the eviction of Tenants and/or the collection of Rent which may have been instituted by Contributor either prior to or after the Closing, if the Tenant in question is still in possession of the premises 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 premisesLeases. 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 thereafter control all aspects of such proceedings, except that the Partnership shall not waive, reduce or otherwise compromise any claims for Rent to the 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 event may, at its option, continue to participate in such litigation. In any event, Contributor shall reimburse the 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 intervention by the Partnership in connection with the proceedings previously instituted by Contributor in connection with such collection efforts.6.3

Collection of Rents. The Partnership (a) Buyer shall use reasonable best efforts to collect the Fixed and Other Tenant Charge ArrearageArrearages, Adjustable Tenant Charges, Sales Based Tenant Charges and other Rents which are payable with respect to the Applicable Closing Fiscal Period and any prior fiscal period, but the Partnership 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 Reciprocal Easement Agreement REAs 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 charged to the parties hereto in the proportion in which each is entitled to the proceeds of such collectioncollected. 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 (b) Seller 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 Closed Receivables. Buyer 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 join such action. The Partnership shall not be required to join in any such actions or proceedings commenced by Contributor unless Seller if and 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 the PartnershipBuyer, in which event the Partnership Buyer shall join and cooperate in such actions or proceedings or permit the same to be brought by Contributor Seller in the PartnershipBuyer's name but Contributor Seller shall pay all costs and expenses relating thereto, including without limitation the PartnershipBuyer's reasonable legal fees in reviewing pleadings and other materials filed in connection with such litigation. (c) Notwithstanding anything to the contrary contained herein, the Partnership Buyer shall have the right at any time on or after the Closing, and whether or not the its 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 Seller in, any proceedings for the eviction of Tenants and/or the collection of Rent which may have been instituted by Contributor Seller either prior to or after the Closing, if the Tenant in question is still in possession of the premises covered by its Tenant Lease and if, in connection therewith, the Partnership Buyer intends to seek eviction of such Tenant, cancellation of the Tenant Lease or repossession of the premises. If the Partnership Buyer joins in, or is substituted for Contributor Seller as plaintiff, plaintiff in any such litigation, the Partnership Buyer shall, thereafter, 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 thereafter control all aspects of such proceedings, except that the Partnership Buyer shall not be entitled to waive, reduce or otherwise compromise any claims for Rent relating to the 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 event may, at its option, continue to participate in such litigation. In any event, Contributor shall reimburse the 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 period prior to the intervention by the Partnership in connection with the proceedings previously instituted by Contributor in connection with such collection efforts.Closing 32

Collection of Rents. The Partnership shall use reasonable best efforts Upon the occurrence, and during the continuance of an Event of Default, the license granted to Grantor to collect the Fixed Rents shall be automatically and Other Tenant Charge Arrearageimmediately revoked, Adjustable Tenant Chargeswithout further notice to or demand upon Grantor. Beneficiary may, Sales Based Tenant Charges but shall not be obligated to, and perform any or all obligations of the landlord under any or all of the Leases, and Beneficiary may, but shall not be obligated to, exercise and enforce any or all of Grantor’s rights under the Leases. Without limitation to the generality of the foregoing, Beneficiary may, upon the occurrence, and during the continuance, of an Event of Default, notify the tenants under the Leases that all Rents are to be paid to Beneficiary, and following such notice all Rents shall be paid directly to Beneficiary and not to Grantor or any other Person other than as directed by Beneficiary, it being understood that a demand by Beneficiary on any tenant under the Leases for the payment of Rent shall be sufficient to warrant payment by such tenant of Rent to Beneficiary without the necessity of further consent by Grantor. Grantor hereby irrevocably authorizes and directs the tenants under the Leases to pay all Rents to Beneficiary instead of to Grantor, upon receipt of written notice from Beneficiary, without the necessity of any inquiry of Grantor and without the necessity of determining the existence or non-existence of an Event of Default. Grantor hereby appoints Beneficiary as Grantor’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 Obligations, in Grantor’s name or in Beneficiary’s name: (a) to endorse all checks and other instruments received in payment of Rents which are and to deposit the same in any account selected by Beneficiary; (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 Applicable Closing Fiscal Period Leases and any prior fiscal periodRents which Beneficiary may deem necessary or desirable to protect the security for the Obligations. For purposes of ARS §14-5501.E, but Grantor acknowledges that this power of attorney forms a part of a contract (this Deed of Trust) and is security for money or for the Partnership shall performance of a valuable act. Any authority under the foregoing power of attorney may be exercised for Beneficiary’s benefit, need not be required exercised for Grantor’s best interest. Any Rents received shall be applied first to retain a collection agency, commence litigation or file proofs of claim or commence an adversary proceeding pay all Expenses and next 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 reduction of the Partnership from time to time as to Rent delinquencies generallyother Obligations. Collection costs Grantor shall be charged against amounts collected and charged to the parties hereto in the proportion in which each is entitled to the 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); providedpay, 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 join such action. The Partnership shall not be required to join in any such actions or 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 be brought by Contributor in the 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 lawdemand, to cause the Partnership to join inBeneficiary, or to be substituted for Contributor in, any proceedings for the eviction of Tenants and/or the collection of Rent which may have been instituted by Contributor either prior to or after the Closing, if the Tenant in question is still in possession of the premises 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. 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 thereafter control all aspects of such proceedings, except that the Partnership shall not waive, reduce or otherwise compromise any claims for Rent to the extent that the amount of such claims, if collected, would be payable to Contributor hereunder other than in accordance with any deficiency between (i) the policies of the Partnership from time to time as to Rent delinquencies generally. Contributor in any event may, at its option, continue to participate in such litigation. In any event, Contributor shall reimburse the 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 Rents received by Contributor after Closing Beneficiary, and (ii) all Expenses incurred together with interest thereon as a result of such proceedings; provided, however, Contributor shall be entitled to a credit for legal fees provided in the Loan Agreement and expenses incurred by Contributor prior to the intervention by the Partnership in connection with the proceedings previously instituted by Contributor in connection with such collection effortsother Loan Documents.

Collection of Rents. The Partnership 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 use reasonable best efforts collect and receive all Rents of the Property as trustee for the benefit of Lender and Borrower, and apply the Rents so collected first to collect the Fixed and Other Tenant Charge Arrearagepayment of taxes, Adjustable Tenant Charges, Sales Based Tenant Charges assessments and other Rents which are payable with respect charges on the Property prior to delinquency, second to the Applicable Closing Fiscal Period cost of insurance, maintenance and any prior fiscal periodrepairs required by the terms of this Mortgage, 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 third to the extent such amountscosts of discharging any obligation or liability of Borrower under the Leases, and fourth to the indebtedness secured hereby, with the balance, if collectedany, would be payable so long as no such event or circumstance has occurred, to Contributor hereunder other than in accordance the account of Borrower. Upon notice from Lender to Borrower of the occurrence of any event or circumstance which is or which with the policies passage of time, the giving of notice or both will constitute an Event of Default hereunder and stating that Lender exercises its rights to the Rents, and without the necessity of Lender entering upon and taking and maintaining full contra1 of the Partnership from time to time as to Rent delinquencies generally. Collection costs Property in person, by agent or by a court-appointed receiver, Lender shall be charged against amounts collected and charged to the parties hereto in the proportion in which each is entitled to the 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 immediately be entitled to terminate any Lease or possession of all Rents from 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 join such action. The Partnership shall not be required to join in any such actions or 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 Property as the same to be brought by Contributor in the Partnership's name but Contributor shall pay all costs become due and expenses relating theretopayable, including without limitation Rents then due and unpaid, and all such Rents shall immediately be held by Borrower as trustee for the Partnership's reasonable legal fees in reviewing pleadings benefit of Lender only. Upon the occurrence of any Event of Default, Lender may make written demand upon all or some of the tenants and other materials filed in connection with occupants of the Property to pay all Rents to Lender, and Borrower hereby agrees that each such litigation. Notwithstanding anything tenant and occupant shall have no liability to inquire further as to the contrary contained hereinexistence of a default by Borrower. Upon such written demand by Lender, the Partnership shall have the right at any time on Borrower hereby agrees to direct each tenant or after the Closing, and whether or not the joinder occupant of the Partnership Property to pay all Rents to Lender. Payments made to Lender by tenants or occupants shall, as to such tenants and occupants, be in discharge of the payors’ obligations to Borrower. Lender may exercise, in Lender’s or Borrower’s name, all rights and remedies available to Borrower with respect to collection of Rents. Nothing herein contained shall be required construed as a matter obligating Lender to perform any of law, to cause the Partnership to join in, or to be substituted for Contributor in, Borrower’s obligations under any proceedings for the eviction of Tenants and/or the collection of Rent which may have been instituted by Contributor either prior to or after the Closing, if the Tenant in question is still in possession of the premises 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 premisesLeases. 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 thereafter control all aspects of such proceedings, except that the Partnership shall not waive, reduce or otherwise compromise any claims for Rent to the 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 event may, at its option, continue to participate in such litigation. In any event, Contributor shall reimburse the 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 intervention by the Partnership in connection with the proceedings previously instituted by Contributor in connection with such collection efforts.6.3

Collection of Rents. The Partnership shall use reasonable best efforts Upon the occurrence, and during the continuance of an Event of Default, the license granted to Grantor to collect the Fixed Rents shall be automatically and Other Tenant Charge Arrearageimmediately revoked, Adjustable Tenant Chargeswithout further notice to or demand upon Grantor. Beneficiary may, Sales Based Tenant Charges but shall not be obligated to, perform any or all obligations of the landlord under any or all of the Leases, and Beneficiary may, but shall not be obligated to, exercise and enforce any or all of Grantor's rights under the Leases. Without limitation to the generality of the foregoing, Beneficiary may, upon the occurrence, and during the continuance, of an Event of Default, notify the tenants under the Leases that all Rents are to be paid to Beneficiary, and following such notice all Rents shall be paid directly to Beneficiary and not to Grantor or any other Person other than as directed by Beneficiary, it being understood that a demand by Beneficiary on any tenant under the Leases for the payment of Rent shall be sufficient to warrant payment by such tenant of Rent to Beneficiary without the necessity of further consent by Grantor. Grantor hereby irrevocably authorizes and directs the tenants under the Leases to pay all Rents to Beneficiary instead of to Grantor, upon receipt of written notice from Beneficiary, without the necessity of any inquiry of Grantor and without the necessity of determining the existence or non-existence of an Event of Default. Grantor hereby appoints Beneficiary as Grantor'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 Obligations, in Grantor's name or in Beneficiary's name: (a) to endorse all checks and other instruments received in payment of Rents which are and to deposit the same in any account selected by Beneficiary; (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 Applicable Closing Fiscal Period Leases and any prior fiscal period, but Rents which Beneficiary may deem necessary or desirable to protect the Partnership security for the Obligations. Any Rents received shall not be required applied first to retain a collection agency, commence litigation or file proofs of claim or commence an adversary proceeding pay all Expenses and next 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 reduction of the Partnership from time to time as to Rent delinquencies generallyother Obligations. Collection costs Grantor shall be charged against amounts collected and charged to the parties hereto in the proportion in which each is entitled to the 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); providedpay, 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 join such action. The Partnership shall not be required to join in any such actions or 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 be brought by Contributor in the 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 lawdemand, to cause the Partnership to join inBeneficiary, or to be substituted for Contributor in, any proceedings for the eviction of Tenants and/or the collection of Rent which may have been instituted by Contributor either prior to or after the Closing, if the Tenant in question is still in possession of the premises 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. 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 thereafter control all aspects of such proceedings, except that the Partnership shall not waive, reduce or otherwise compromise any claims for Rent to the extent that the amount of such claims, if collected, would be payable to Contributor hereunder other than in accordance with any deficiency between (i) the policies of the Partnership from time to time as to Rent delinquencies generally. Contributor in any event may, at its option, continue to participate in such litigation. In any event, Contributor shall reimburse the 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 Rents received by Contributor after Closing Beneficiary, and (ii) all Expenses incurred together with interest thereon as a result of such proceedings; provided, however, Contributor shall be entitled to a credit for legal fees provided in the Loan Agreement and expenses incurred by Contributor prior to the intervention by the Partnership in connection with the proceedings previously instituted by Contributor in connection with such collection effortsother Loan Documents.

Collection of Rents. The Partnership Without regard to the adequacy of any security for the Obligations or the solvency of Trustor or any other person or entity, send notifications to any and all lessees and tenants under the Leases that all Rents shall use reasonable best efforts be paid to collect Beneficiary. In this regard, Grantor hereby authorizes and directs the Fixed lessees and Other Tenant Charge Arrearagetenants under the Leases that, Adjustable Tenant Chargesupon written notice from Beneficiary, Sales Based Tenant Charges all Rents shall be paid directly to Beneficiary (as agent for Lenders) as they become due. Grantor hereby relieves the lessees and tenants from any liability to Grantor by reason of the payment of the Rents to Beneficiary. Grantor hereby appoints Beneficiary as Grantor’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 Obligations, in Grantor’s name or in Beneficiary’s name: (a) to endorse all checks and other instruments received in payment of Rents which are and to deposit the same in any account selected by Beneficiary; (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 Applicable Closing Fiscal Period Leases and any prior fiscal period, but Rents which Beneficiary may deem necessary or desirable to protect the Partnership security for the Obligations. Any Rents received shall not be required applied first to retain a collection agency, commence litigation or file proofs of claim or commence an adversary proceeding pay all Expenses and next 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 reduction of the Partnership from time to time as to Rent delinquencies generallyother Obligations. Collection costs Grantor shall be charged against amounts collected and charged to the parties hereto in the proportion in which each is entitled to the 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); providedpay, 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 join such action. The Partnership shall not be required to join in any such actions or 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 be brought by Contributor in the 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 lawdemand, to cause the Partnership to join inBeneficiary, or to be substituted for Contributor in, any proceedings for the eviction of Tenants and/or the collection of Rent which may have been instituted by Contributor either prior to or after the Closing, if the Tenant in question is still in possession of the premises 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. 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 thereafter control all aspects of such proceedings, except that the Partnership shall not waive, reduce or otherwise compromise any claims for Rent to the extent that the amount of such claims, if collected, would be payable to Contributor hereunder other than in accordance with any deficiency between (i) the policies of the Partnership from time to time as to Rent delinquencies generally. Contributor in any event may, at its option, continue to participate in such litigation. In any event, Contributor shall reimburse the 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 Rents received by Contributor after Closing Beneficiary, and (ii) all Expenses incurred together with interest thereon as a result of such proceedings; provided, however, Contributor shall be entitled to a credit for legal fees provided in the Loan Agreement and expenses incurred by Contributor prior to the intervention by the Partnership in connection with the proceedings previously instituted by Contributor in connection with such collection effortsother Loan Documents.

Collection of Rents. The Partnership shall use reasonable best efforts to collect the Fixed and Other Tenant Charge Arrearage, Adjustable Tenant Charges, Sales Based Tenant Charges and other Rents which are payable 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 charged to the parties hereto in the proportion in which each is entitled to the 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 Grantor shall have a license (which license may, at the right option of Grantee, be terminated upon the occurrence of an Event of Default) to seek collection of any Fixed and Other Tenant Charge Arrearage or other item of Rent owed to it hereunder and not collected by collect, all Rents from 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)Mortgaged Property; provided, however, that in seeking all such Rents that are ever received by Grantor shall be applied first to collect any such Fixed pay the sums due 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 join such action. The Partnership shall not be required to join in any such actions or 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 be brought by Contributor due upon the Indebtedness and otherwise to discharge the remaining items referred to in the Partnership's name but Contributor shall pay all costs subparts (a), (b) 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(c) of Section 3.04 ------------- --- --- ------------ below, and whether or not Grantor covenants and agrees, and represents and warrants to Grantee that upon the joinder occurrence of the Partnership shall be required as an Event of Default, a matter of law, to cause the Partnership to join in, or to be substituted for Contributor in, any proceedings constructive trust is hereby imposed upon such Rents for the eviction benefit of Tenants and/or the collection of Rent which Grantee. Grantee may have been instituted by Contributor either prior to or after the Closing, if the Tenant in question is still in possession of the premises 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. 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 thereafter control all aspects of such proceedings, except that the Partnership shall not waive, reduce or otherwise compromise any claims for Rent to the 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 make from time to time alterations, renovations, repairs or replacements to the Mortgaged Property as may seem proper to Grantee and apply such Rents to the 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 prior in lien or payment to the mortgage debt, and premiums for said insurance, 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 Rent delinquencies generallyany of such items as Grantee in its sole discretion may determine. Contributor Notwithstanding anything contained herein or in any event mayother Security Instrument to the contrary, at its option, continue to participate in such litigation. In any event, Contributor shall reimburse the Partnership for a pro rata portion possession of the PartnershipMortgaged Property by Grantee shall not be a prerequisite to Grantee's out-of-pocket costs right to collect Rents upon the occurrence of an Event of Default, it being hereby declared that the Assignment of Rents and expenses of such collection in proportion toLeases set forth herein is absolute and unconditional and, 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 subject only to the intervention by the Partnership in connection with the proceedings previously instituted by Contributor in connection with such collection effortslicense hereinabove granted, shall entitle Grantee to collect all Rents.

Collection of Rents. The Partnership shall use reasonable best efforts Upon the occurrence, and during the continuance of an Event of Default, the license granted to Grantor to collect the Fixed Rents shall be automatically and Other Tenant Charge Arrearageimmediately revoked, Adjustable Tenant Chargeswithout further notice to or demand upon Grantor. Beneficiary may, Sales Based Tenant Charges but shall not be obligated to, perform any or all obligations of the landlord under any or all of the Leases, and Beneficiary may, but shall not be obligated to, exercise and enforce any or all of Grantor’s rights under the Leases. Without limitation to the generality of the foregoing, Beneficiary may, upon the occurrence, and during the continuance, of an Event of Default, notify the tenants under the Leases that all Rents are to be paid to Beneficiary, and following such notice all Rents shall be paid directly to Beneficiary and not to Grantor or any other Person other than as directed by Beneficiary, it being understood that a demand by Beneficiary on any tenant under the Leases for the payment of Rent shall be sufficient to warrant payment by such tenant of Rent to Beneficiary without the necessity of further consent by Grantor. Grantor hereby irrevocably authorizes and directs the tenants under the Leases to pay all Rents to Beneficiary instead of to Grantor, upon receipt of written notice from Beneficiary, without the necessity of any inquiry of Grantor and without the necessity of determining the existence or non-existence of an Event of Default. Grantor hereby appoints Beneficiary as Grantor’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 Obligations, in Grantor’s name or in Beneficiary’s name: (a) to endorse all checks and other instruments received in payment of Rents which are and to deposit the same in any account selected by Beneficiary; (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 Applicable Closing Fiscal Period Leases and any prior fiscal period, but Rents which Beneficiary 201803664 may deem necessary or desirable to protect the Partnership security for the Obligations. Any Rents received shall not be required applied first to retain a collection agency, commence litigation or file proofs of claim or commence an adversary proceeding pay all Expenses and next 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 reduction of the Partnership from time to time as to Rent delinquencies generallyother Obligations. Collection costs Grantor shall be charged against amounts collected and charged to the parties hereto in the proportion in which each is entitled to the 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); providedpay, 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 join such action. The Partnership shall not be required to join in any such actions or 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 be brought by Contributor in the 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 lawdemand, to cause the Partnership to join inBeneficiary, or to be substituted for Contributor in, any proceedings for the eviction of Tenants and/or the collection of Rent which may have been instituted by Contributor either prior to or after the Closing, if the Tenant in question is still in possession of the premises 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. 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 thereafter control all aspects of such proceedings, except that the Partnership shall not waive, reduce or otherwise compromise any claims for Rent to the extent that the amount of such claims, if collected, would be payable to Contributor hereunder other than in accordance with any deficiency between (i) the policies of the Partnership from time to time as to Rent delinquencies generally. Contributor in any event may, at its option, continue to participate in such litigation. In any event, Contributor shall reimburse the 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 Rents received by Contributor after Closing Beneficiary, and (ii) all Expenses incurred together with interest thereon as a result of such proceedings; provided, however, Contributor shall be entitled to a credit for legal fees provided in the Loan Agreement and expenses incurred by Contributor prior to the intervention by the Partnership in connection with the proceedings previously instituted by Contributor in connection with such collection effortsother Loan Documents.

Collection of Rents. The Partnership shall use reasonable best efforts Upon the occurrence, and during the continuance, of an Event of Default, the license granted to Grantor to collect the Fixed Rents shall be automatically and Other Tenant Charge Arrearageimmediately revoked, Adjustable Tenant Chargeswithout further notice to or demand upon Grantor. Beneficiary may, Sales Based Tenant Charges but shall not be obligated to, perform any or all obligations of the landlord under any or all of the Leases, and Beneficiary may, but shall not be obligated to, exercise and enforce any or all of Grantor’s rights under the Leases. Without limitation to the generality of the foregoing, Beneficiary may notify the tenants under the Leases that all Rents are to be paid to Beneficiary, and following such notice all Rents shall be paid directly to Beneficiary and not to Grantor or any other Person other than as directed by Xxxxxxxxxxx, it being understood that a demand by Beneficiary on any tenant under the Leases for the payment of Rent shall be sufficient to warrant payment by such tenant of Rent to Beneficiary without the necessity of further consent by Xxxxxxx. Grantor hereby irrevocably authorizes and directs the tenants under the Leases to pay all Rents to Beneficiary instead of to Grantor, upon receipt of written notice from Beneficiary, without the necessity of any inquiry of Grantor and without the necessity of determining the existence or non-existence of an Event of Default. Grantor hereby appoints Beneficiary as Xxxxxxx’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 Obligations, in Grantor’s name or in Beneficiary’s name: (a) to endorse all checks and other Deed of Trusts received in payment of Rents which are and to deposit the same in any account selected by Beneficiary; (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 Applicable Closing Fiscal Period Leases and any prior fiscal period, but Rents which Beneficiary may deem necessary or desirable to protect the Partnership security for the Obligations. Any Rents received shall not be required applied first to retain a collection agency, commence litigation or file proofs of claim or commence an adversary proceeding pay all Expenses and next 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 reduction of the Partnership from time to time as to Rent delinquencies generallyother Obligations. Collection costs Grantor shall be charged against amounts collected and charged to the parties hereto in the proportion in which each is entitled to the 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); providedpay, 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 join such action. The Partnership shall not be required to join in any such actions or 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 be brought by Contributor in the 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 lawdemand, to cause the Partnership to join inBeneficiary, or to be substituted for Contributor in, any proceedings for the eviction of Tenants and/or the collection of Rent which may have been instituted by Contributor either prior to or after the Closing, if the Tenant in question is still in possession of the premises 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. 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 thereafter control all aspects of such proceedings, except that the Partnership shall not waive, reduce or otherwise compromise any claims for Rent to the extent that the amount of such claims, if collected, would be payable to Contributor hereunder other than in accordance with any deficiency between (i) the policies of the Partnership from time to time as to Rent delinquencies generally. Contributor in any event may, at its option, continue to participate in such litigation. In any event, Contributor shall reimburse the 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 Rents received by Contributor after Closing Beneficiary, and (ii) all Expenses incurred together with interest thereon as a result of such proceedings; provided, however, Contributor shall be entitled to a credit for legal fees provided in the Loan Agreement and expenses incurred by Contributor prior to the intervention by the Partnership in connection with the proceedings previously instituted by Contributor in connection with such collection effortsother Loan Documents.

Collection of Rents. The Partnership shall use reasonable best efforts Upon the occurrence, and during the continuance, of an Event of Default, the license granted to Grantor to collect the Fixed Rents shall be automatically and Other Tenant Charge Arrearageimmediately revoked, Adjustable Tenant Chargeswithout further notice to or demand upon Grantor. Beneficiary may, Sales Based Tenant Charges but shall not be obligated to perform any or all obligations of the landlord under any or all of the Leases, and Beneficiary may, but shall not be obligated to, exercise and enforce any or all of Grantor’s rights under the Leases. Without limitation to the generality of the foregoing, Beneficiary may, upon the occurrence, and during the continuance, of an Event of Default, notify the tenants under the Leases that all Rents are to be paid to Beneficiary, and following such notice all Rents shall be paid directly to Beneficiary and not to Grantor or any other Person other than as directed by Beneficiary, it being understood that a demand by Beneficiary on any tenant under the Leases for the payment of Rent shall be sufficient to warrant payment by such tenant of Rent to Beneficiary without the necessity of further consent by Grantor. Grantor hereby irrevocably authorizes and directs the tenants under the Leases to pay all Rents to Beneficiary instead of to Grantor, upon receipt of written notice from Beneficiary, without the necessity of any inquiry of Grantor and without the necessity of determining the existence or non-existence of an Event of Default. Grantor hereby appoints Beneficiary as Grantor’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 Obligations, in Grantor’s name or in Beneficiary’s name: (a) to endorse all checks and other instruments received in payment of Rents which are and to deposit the same in any account selected by Beneficiary; (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 Applicable Closing Fiscal Period Leases and any prior fiscal period, but Rents which Beneficiary may deem necessary or desirable to protect the Partnership security for the Obligations. Any Rents received shall not be required applied first to retain a collection agency, commence litigation or file proofs of claim or commence an adversary proceeding pay all Expenses and next 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 reduction of the Partnership from time to time as to Rent delinquencies generallyother Obligations. Collection costs Grantor shall be charged against amounts collected and charged to the parties hereto in the proportion in which each is entitled to the 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); providedpay, 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 join such action. The Partnership shall not be required to join in any such actions or 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 be brought by Contributor in the 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 lawdemand, to cause the Partnership to join inBeneficiary, or to be substituted for Contributor in, any proceedings for the eviction of Tenants and/or the collection of Rent which may have been instituted by Contributor either prior to or after the Closing, if the Tenant in question is still in possession of the premises 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. 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 thereafter control all aspects of such proceedings, except that the Partnership shall not waive, reduce or otherwise compromise any claims for Rent to the extent that the amount of such claims, if collected, would be payable to Contributor hereunder other than in accordance with any deficiency between (i) the policies of the Partnership from time to time as to Rent delinquencies generally. Contributor in any event may, at its option, continue to participate in such litigation. In any event, Contributor shall reimburse the 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 Rents received by Contributor after Closing Beneficiary, and (ii) all Expenses incurred together with interest thereon as a result of such proceedings; provided, however, Contributor shall be entitled to a credit for legal fees provided in the Loan Agreement and expenses incurred by Contributor prior to the intervention by the Partnership in connection with the proceedings previously instituted by Contributor in connection with such collection effortsother Loan Documents.

Collection of Rents. The Partnership shall use reasonable best efforts Upon the occurrence of an Event of Default, the license granted to Grantor to collect the Fixed Rents shall be automatically and Other Tenant Charge Arrearageimmediately revoked, Adjustable Tenant Chargeswithout further notice to or demand upon Grantor. Grantee may, Sales Based Tenant Charges but shall not be obligated to, perform any or all obligations of the landlord under any or all of the Leases, and Grantee may, but shall not be obligated to, exercise and enforce any or all of Grantor's rights under the Leases. Without limitation to the generality of the foregoing, Grantee may notify the tenants under the Leases that all Rents are to be paid to Grantee, and following such notice all Rents shall be paid directly to Grantee and not to Grantor or any other Person other than as directed by Grantee, it being understood that a demand by Grantee on any tenant under the Leases for the payment of Rent shall be sufficient to warrant payment by such tenant of Rent to Grantee without the necessity of further consent by Grantor. Grantor hereby irrevocably authorizes and directs the tenants under the Lease to pay all Rents to Grantee instead of to Grantor, upon receipt of written notice from Grantee, without the necessity of any inquiry of Grantor and without the necessity of determining the existence or non-existence of a Default. Grantor hereby appoints Grantee as Grantor's attorney-in-fact with full power of substitution, which appointment shall take effect upon the occurrence of a Default and is coupled with an interest and is irrevocable prior to the full and final payment and performance of the Obligations, in Grantor's name or in Grantee's name: (a) to endorse all checks and other instruments received in payment of Rents which are and to deposit the same in any account selected by Grantee; (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 Applicable Closing Fiscal Period Leases and any prior fiscal period, but Rents which Grantee may deem necessary or desirable to protect the Partnership security for the Obligations. Any Rents received shall not be required applied first to retain a collection agency, commence litigation or file proofs of claim or commence an adversary proceeding pay all Expenses and next 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 reduction of the Partnership from time to time as to Rent delinquencies generallyother Obligations. Collection costs Grantor shall be charged against amounts collected and charged to the parties hereto in the proportion in which each is entitled to the 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); providedpay, 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 join such action. The Partnership shall not be required to join in any such actions or 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 be brought by Contributor in the 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 lawdemand, to cause the Partnership to join inGrantee, or to be substituted for Contributor in, any proceedings for the eviction of Tenants and/or the collection of Rent which may have been instituted by Contributor either prior to or after the Closing, if the Tenant in question is still in possession of the premises 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. 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 thereafter control all aspects of such proceedings, except that the Partnership shall not waive, reduce or otherwise compromise any claims for Rent to the extent that the amount of such claims, if collected, would be payable to Contributor hereunder other than in accordance with any deficiency between (i) the policies of the Partnership from time to time as to Rent delinquencies generally. Contributor in any event may, at its option, continue to participate in such litigation. In any event, Contributor shall reimburse the 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 Rents received by Contributor after Closing Grantee, and (ii) all Expenses incurred together with interest thereon as a result of such proceedings; provided, however, Contributor shall be entitled to a credit for legal fees provided in the Loan Agreement and expenses incurred by Contributor prior to the intervention by the Partnership in connection with the proceedings previously instituted by Contributor in connection with such collection effortsother Loan Documents.