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200806505 Surface Lease or has acquired, by foreclosure or otherwise, and is holding all of Mortgagor's right, title and interest therein. Section 2.2. Performance on Mortgagor's Behalf. Mortgagor agrees that, if Mortgagor fails to perform any act or to take any action which hereunder Mortgagor is required to perform or take, or to pay any money which hereunder Mortgagor is required to pay, Administrative Agent, in Mortgagor's name or its own name, may, but shall not be obligated to, perform or cause to be performed such act or take such action or pay such money, and any expenses so incurred by Administrative Agent and any money so paid by Administrative Agent shall be a demand obligation owing by Mortgagor to Administrative Agent (which obligation Mortgagor hereby expressly promises to pay) and Administrative Agent, upon making such payment, shall be subrogated to all of the rights of the person, corporation or body politic receiving such payment. Further, if Mortgagor shall fail to comply with its covenants under any Surface Lease, or upon receipt by Administrative Agent from the lessor of any such lease of notice of any default under any such Surface Lease, Administrative Agent may rely thereon and take any action necessary to cure such default, even though the existence of such default and the nature thereof be questioned or denied by Mortgagor or by any party on behalf of Mortgagor. Mortgagor hereby expressly grants to Administrative Agent and agrees that Administrative Agent shall have the absolute and immediate right to enter upon the Mortgaged Property subject to such Surface Lease or any part thereof to the extent and as often as Administrative Agent in its sole discretion deems necessary or desirable in order to prevent such default or to cure any such default by Mortgagor. Administrative Agent may pay and expend sums of money as Administrative Agent in its sole discretion deems necessary for such purpose, and any money so paid by Administrative Agent shall be a demand obligation owing by Mortgagor to Administrative Agent (which obligation Mortgagor hereby expressly promises to pay) and Administrative Agent, upon making such payment, shall be subrogated to all of the rights of the person, corporation or body politic receiving such payment. Each amount due and owing by Mortgagor to Trustee and/or Administrative Agent pursuant to this Mortgage shall bear interest each day, from the date of such expenditure or payment until paid, at the Default Rate; all such amounts, together with such interest thereon, shall be a part of the secured indebtedness and shall be secured by this Mortgage. ARTICLE III. Assignment of Rents. Accounts. and Proceeds Section 3.1. Assignment. Mortgagor does hereby absolutely and unconditionally assign, transfer and set over to Administrative Agent all rents, issues, profits, revenue, income and other benefits derived from the Mortgaged Properties, or arising from the operation thereof or from any of the Contracts (herein sometimes collectively called the "Rents"), together with the immediate and continuing right to collect and receive such Rents. Mortgagor directs and instructs any and all payors of Rents to pay to Administrative Agent all of the Rents until such time as such payors have been furnished with evidence that all secured indebtedness has been paid and that this Mortgage has been released. Mortgagor agrees that no payors of Rents shall have any responsibility for the application of any funds paid to Administrative Agent. Section 3.2. Effectuating Payment of Rents to Administrative Agent. Independent ofthe foregoing provisions and authorities herein granted, Mortgagor agrees to execute and deliver any and all instruments that may be requested by Administrative Agent or that may be required by any payor of Rents for the purpose of effectuating payment of the Rents to Administrative Agent. If under any existing agreements, any Rents are required to be paid by the payor to Mortgagor so that under such existing agreements payment cannot be made of such Rents to Administrative Agent, Mortgagor's 505901000016 DALLAS 2307301.3 15 [MULTI STATE MORTGAGE]