EXHIBIT 10.19
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR
STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED
FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE NUMBER.
SECOND ASSIGNMENT OF LEASES AND RENTS
THIS SECOND ASSIGNMENT OF LEASES AND RENTS (hereinafter referred to as this
"Assignment"), is made and entered into as of the _31st___ day of ___October___,
2006, by [NAME OF ASSIGNOR], a Texas limited partnership ("Assignor") to
WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association
("Wachovia"), as Agent for itself and the other Banks from time to time party to
the Mezzanine Credit Agreement (as hereinafter defined) (Wachovia, in its
capacity as Agent, hereinafter referred to as "Agent").
W I T N E S S E T H:
THAT FOR AND IN CONSIDERATION of the sum of Ten and No/100 Dollars ($10.00)
and other good and valuable considerations, the receipt and sufficiency whereof
are hereby acknowledged, and in order to secure the Obligations as defined
herein, Assignor does hereby presently, irrevocably and unconditionally grant,
transfer and assign to Agent, its successors, successors-in-title and assigns,
all of Assignor's right, title and interest in, to and under any and all leases,
tenancies, agreements or licenses, written or oral, now existing or hereafter
entered into by Assignor as "landlord", "lessor" or "licensor", for the use or
occupancy of all or any portion of the property (hereinafter referred to as the
"Property") located at Bexar County, Texas, more particularly described in
Exhibit A attached hereto and by this reference made a part hereof, including
any and all extensions, renewals, amendments and modifications thereof and
guaranties of or letters of credit relating to the performance or obligations of
any tenants, lessees or licensees thereunder (such leases, tenancies, agreements
and licenses are hereinafter referred to collectively as the "Leases," and such
tenants, lessees and licensees are hereinafter referred to collectively as
"Tenants" or individually as a "Tenant" as the context requires), together with
any and all security, damage and lease deposits, all of Assignor's right, title
and interest in and to all revenues, lease termination payments, royalties,
rights or benefits of every nature arising from the possession, use, enjoyment
or operation of the Property and all rents, issues, income and profits from the
Leases and from the Property. This Assignment constitutes a present and absolute
assignment of leases and rents, subject only to Assignor's rights under
Paragraph 1.03(a) hereof.
TO HAVE AND TO HOLD unto Agent, its successors and assigns forever, subject
to and upon the terms and conditions set forth herein.
This Assignment is made for the purpose of securing the full and prompt
payment and performance when due, whether by acceleration or otherwise, with
such interest as may accrue thereon, either before or after maturity thereof, of
the Notes and the other Obligations, all as defined below.
As further security for the Obligations and the full and prompt payment and
performance of any and