assignment of rents form

Assignment of Rents – What, Why, and How?

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• November 29, 2023

These days, almost all commercial loans include an Assignment of Rents as part of the Deed of Trust or Mortgage. But what is an Assignment of Rents, why is this such an important tool, and how are they enforced?

An Assignment of Rents (“AOR”) is used to grant the lender on a transaction a security interest in existing and future leases, rents, issues, or profits generated by the secured property, including cash proceeds, in the event a borrower defaults on their loan. The lender can use the AOR to step in and directly collect rental payments made by the tenant. For an AOR to be effective, the lender’s interest must be perfected, which has a few fairly simple requirements. The AOR must be in writing, executed by the borrower, and recorded with the county where the property is located. Including an AOR in the recorded Deed of Trust or Mortgage is the easiest and most common way to ensure the AOR meets these requirements should it ever need to be utilized.

When a borrower defaults, lenders can take advantage of AORs as an alternative to foreclosure to recoup their investment. With a shorter timeline and significantly lower costs, it is certainly an attractive option for lenders looking to get defaulted borrowers back on track with payments, without the potential of having to take back a property and attempting to either manage it or sell it in hopes of getting your money back out of the property. AORs can be a quick and easy way for the lender to get profits generated by the property with the goal of bringing the borrower out of default. But lenders should carefully monitor how much is owed versus how much has been collected. If the AOR generates enough funds so that the borrower is no longer in default, the lender must stop collecting rents generated by the property.

Enforcement of an AOR can also incentivize borrowers to work with the lender to formulate a plan, as many borrowers rely on rental income to cover expenses related to the property or their businesses. Borrowers are generally more willing to come to the table and negotiate a mutual, amicable resolution with the lender in order to protect their own investment. A word of warning to lenders though: since rental income is frequently used to pay expenses on the property, such as the property manager, maintenance, taxes, and other expenses, the lender needs to ensure they do not unintentionally hurt the value of the property by letting these important expenses fall behind. This may hurt the lender’s investment as well, as the property value could suffer, liens could be placed on the property, or the property may fall into disrepair if not properly maintained. It is also important for lenders to be aware of the statutes surrounding the payment of these expenses when an AOR is being used, as some state’s statutes require the lender to pay certain property expenses out of the collected rents if requested by the borrower.

In addition to being shorter and cheaper than foreclosure, AORs can be much easier to enforce. In California, the enforcement of an AOR is governed by California Civil Code §2938. This statute specifies enforcement methods lenders can use and restrictions on use of these funds by the lender, among other things. Under CA Civil Code §2938(c), there are 4 ways to enforce an AOR:

• The appointment of a receiver;
• Obtaining possession of the rents, issues, profits;
• Delivery to tenant of a written demand for turnover of rents, issues, and profits in the correct form; or
• Delivery to assignor of a written demand for the rents, issues, or profits.

One or more of these methods can be used to enforce an AOR. First, a receiver can be appointed by the court, and granted specific powers related to the AOR such as managing the property and collecting rents. They can have additional powers though; it just depends on what the court orders. This is not the simplest or easiest option as it requires court involvement, but this is used to enforce an AOR, especially when borrowers or tenants are uncooperative. Next is obtaining possession of the rents, issues, profits, which is exactly as it seems; lenders can simply obtain actual possession of these and apply the funds to the loan under their AOR.

The third and fourth options each require delivery of a written demand to certain parties, directing them to pay rent to the lender instead of to the landlord. Once the demand is made, the tenant pays their rent directly to the lender, who then applies the funds to the defaulted loan. These are both great pre-litigation options, with advantages over the first two enforcement methods since actual possession can be difficult to obtain and courts move slowly with high costs to litigate. The written demands require a specific form to follow called the “Demand To Pay Rent to Party Other Than Landlord”, as found at CA Civil Code §2938(k). There are other notice requirements to be followed here, so it is essential to consult with an experienced attorney if you are considering either of these options. California Civil Code §2938 specifically provides that none of the four enforcement methods violate California’s One Action Rule nor the Anti-Deficiency Rule, so lenders can confidently enforce their AORs using the above methods with peace of mind that they are not violating other California laws.

Whether you are looking to originate a new loan, or you are facing a default by your borrower, understanding what an Assignment of Rents is and how it operates can be extremely beneficial. Enforcing an AOR can be an easier option than foreclosure and can help promote a good relationship with your borrower when handled correctly. If you have any questions about AORs, or need further details on how to enforce them, Geraci is here to help.

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REAL ESTATE LAW

What is a deed of trust with assignment of rents.

By Rebecca K. McDowell, J.D.

February 24, 2020

Reviewed by Michelle Seidel, B.Sc., LL.B., MBA

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• What Is a Corporate Assignment of Deed of Trust?

A deed of trust is a written instrument granting a lien on real property. While slightly different from a mortgage, they are functionally nearly the same. Some states use deeds of trust instead of mortgages while others allow both. Either way, a deed of trust used to secure a commercial loan may also include an assignment of rents , which gives the lender the right to collect rental income from the property in the event of default.

What Is a Deed of Trust?

A ​ deed of trust ​ is a document that a borrower may execute in favor of a lender to give the lender a lien on a parcel of real estate. Like a mortgage, a deed of trust secures the loan by allowing the lender to foreclose on the real estate if the loan isn't paid (although in some states that use deeds of trust, a foreclosure isn't necessary).

​ Read More: ​ How to Research a Deed of Trust

Deed of Trust vs. Mortgage

A deed of trust is very similar to a mortgage in that it pledges property to secure a loan. A mortgage, however, is simpler; the property owner executes a mortgage document in favor of the lender, and the lender records the mortgage and has a lien , but the property owner still holds title to the property.

A deed of trust, on the other hand, grants an actual ownership interest in the property to a trustee, who holds the property in trust for the lender until the obligation is paid.

What Is an Assignment of Rents?

An ​ assignment of rents ​ is extra security granted to a lender that provides a commercial loan. Commercial loans are loans that are not made for family or household use but for business purposes.

When a borrower grants a mortgage or deed of trust on real estate and the real estate has tenants who pay rent, the lender can demand an assignment of rents in addition to the mortgage or deed of trust.

The assignment of rents means that if the borrower defaults on the loan, the lender can step in and collect the rents directly from the tenants.

Deed of Trust With Assignment of Rents

A deed of trust may contain an assignment of rents clause for that same property. In addition to a clause in the deed of trust, the lender may also require the borrower to execute a separate document called an "Assignment of Rents" that is recorded with the register of deeds.

Whether the assignment is written in the deed of trust only or is also contained in a separate document, it is binding on the borrower as long as its language is clear and sufficient to create an assignment under state law.

Exercising an Assignment of Rents

When a lender decides to collect the rents on the borrower's property, the lender is said to be exercising the assignment of rents. The lender cannot exercise the assignment unless the borrower has defaulted on the loan. Once that happens, the lender can send a written demand to the tenant or tenants, requiring that the rents be paid directly to the lender.

Absolute Assignments of Rents

An assignment of rents most likely will contain language that the assignment is an ​ absolute assignment ​. In most states, an absolute assignment gives the lender an immediate interest in the rents. This means that the lender actually owns the rents and is simply allowing the borrower to collect them on license until an event of default. Once a default occurs, the lender can intercept the rents without taking any court action; a letter to the tenants is all that's needed.

Every state's laws are different; the law of the state where the property is located will dictate how a lender can exercise an assignment of rents.

​ Read More: ​ What Is the Difference Between a Deed and a Deed of Trust?

• Companies Incorporated: Mortgage States and Deed of Trust States
• American Bar Association: Commercial Real Estate FAQs
• Schulte Roth & Zabel: Sixth Circuit Upholds Assignment of Rents to Secured Lender
• Findlaw: California Civil Code - CIV § 2938
• Legal Beagle: What Is the Difference Between a Deed and a Deed of Trust?
• Legal Beagle: How to Research a Deed of Trust
• Legal Beagle: Documents Needed to Refinance a Mortgage
• Legal Beagle: How to File a Property Lien

Rebecca K. McDowell is a creditors' rights attorney with a special focus on bankruptcy and insolvency. She has a B.A. in English from Albion College and a J.D. from Wayne State University Law School. She has written legal articles for Nolo and the Bankruptcy Site.

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Assignment of Leases and Rents (Pro-Lender) (NJ)

This template assignment of leases and rents is used in an acquisition loan transaction by a borrower to assign to a lender the leases and occupancy agreements related to a mortgaged property in New Jersey and all rents and sums payable thereunder. This template includes practical guidance, drafting notes, alternate clauses, and optional clauses. This document is often broken out from the other loan documents so that it can be recorded to memorialize such an assignment although such an assignment may also be included in the provisions of the mortgage. This template is drafted from the lender's perspective but includes drafting tips for the borrower. For information on New Jersey commercial financing transactions, see Commercial Real Estate Financing Transactions (NJ), Commercial Real Estate Financing (NJ), Commercial Real Estate Acquisition Loan Resource Kit (NJ), and Commercial Real Estate Loan Defaults and Remedies (NJ).

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Properly Enforcing an Assignment of Rents

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In Florida, lenders typically obtain an “assignment of rents” if the property produces income by collecting rent, such as an apartment complex, rental home, rental space, or office building. An “assignment of rents” allows the lender to collect the rent payments, if the borrower defaults on their loan payments. Although the lender and borrower may agree to the assignment of rents in the loan documents, the procedure for enforcing the assignment of rent is governed by   Section 697.07, Florida Statutes .

The Assignment of Rents Should be Recorded

If a lender and borrower agree to the assignment of rents as security for repayment of debt in a mortgage document, the lender will hold a lien on the rent payments.  However, to perfect its rents lien against third parties, the lender must record the mortgage in the public records of the county in which the real property is located. Fla. Stat. § 697.07 (2).

How Can a Lender Enforce the Assignment of Rents?

Section 697.07 provides two methods for the lender to enforce the assignment of rent: (i) the actual assignment of rent to the lender, and (ii) the sequestration of rents into the court registry. Wane v. U.S. Bank, Nat’l Ass’n , 128 So. 3d 932, 934 (Fla. 2d DCA 2013) (“Section 697.07 draws a clear line between a motion seeking sequestration of rents into the court registry [under subsection (4)] and a motion seeking an actual assignment of rents to the lender pending foreclosure [under subsection (3)].”).

(i) Actual Assignment of Rent to the Lender

The first method, the actual assignment of rent to the lender, is provided in Section 697.07 (3). If the borrower defaults on the loan, the lender can make a written demand to the borrower to turn over “all rents in possession or control of the [borrower] at the time of the written demand or collected thereafter,” minus any expenses authorized by the lender in writing. Fla. Stat. § 697.07 (3). If the borrower does not turn over rent payments after the lender has made a written demand, the lender may foreclose on the rents lien and collect rent payments, without having to foreclose on the underlying mortgage. Ginsberg v. Lennar Fla. Holdings, Inc. , 645 So. 2d 490, 498 (Fla. 3d DCA 1994) (“[A]n assignment of rent creates a lien on the rents in favor of the mortgagee, and the mortgagee will have the right to foreclose that lien and collect the rents, without the necessity of foreclosing on the underlying mortgage.”).

To receive a court order for the actual assignment of rent, the lender will have to prove that there was a default, and that it made a written demand to the borrower to turn over rent payment. Wane , 128 So. 3d at 934. Additionally, an evidentiary hearing will be required.

(ii) Sequestration of Rent Into the Court Registry

The second method, the sequestration of rent into the court registry, is provided in Section 697.07 (4). This method can only be used if there is a pending mortgage foreclosure lawsuit. Unlike the first method, the lender does not have to prove that there was a default or make a written demand, and an evidentiary hearing is not required.

Either the borrower or lender may make a motion to the court for sequestration of rent into the court registry. Upon such a motion, a court, pending final judgment of foreclosure, may require the borrower to deposit the collected rents into the court, or in such other depository as the court may designate. The court must hear the motion on an expedited basis, and the moving party will only be required to show that there is a pending foreclosure lawsuit, and that there is a provision in the loan documents for the assignment of rent. Wane , 128 So. 3d at 934.

Moreover, a borrower cannot avoid sequestration of rents by raising defenses or counterclaims. Id. ; Fla. Stat. § 697.07 (4). In addition, the borrower will be required to submit records of receipt of rent to the court and lender, typically on a monthly basis throughout the lawsuit. The rents will remain in the court registry until conclusion of the foreclosure action.

To properly enforce the assignment of rents, the first thing lenders should do is record the assignment of rents in the public records of the county in which the real property is located. In the event the borrower defaults on their loan, the lender will have two options to enforce the assignment of rents: the actual assignment of rent to the lender (Section 697.07 (3)), or the sequestration of rents into the court registry (Section 697.07 (4)). If the lender is seeking the actual assignment of rent, the lender must send a written demand to the borrower to turn over the rent payments and provide proof of default. On the other hand, the lender may seek sequestration without proof of default or written demand. Showing the existence of an assignment of rents provision in the loan documents is sufficient to obtain sequestration of rents into the court registry.

• Austin B. Calhoun, Esq.
• Melissa G. Murrin, JD Candidate

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• What is an Assignment of Rents?

WHAT IS AN ASSIGNMENT OF RENTS?

An assignment of rent is a binding contract between a lender and a borrower stipulating that in the event the borrower defaults on the mortgage, the lender will be entitled to collect any rent payments made by a tenant occupying the property. If the lender is aware that the borrower intends to use the mortgaged property as a rental property, the lender may include an assignment of rents clause in the mortgage agreement to further protect its interest. A lender may choose to enter a general assignment of rents or a specific assignment of rents.

In a general assignment of rents, the agreement is binding on all future leases. A specific assignment of rents is only binding on the specific parties listed in the agreement. In the context of a real estate transaction, an assignment of rents, whether general or specific, may be registered on title. An assignment of rent may also be registered under the Personal Property Security Act as a secured interest. An assignment of rents is typically only deleted from the title when the corresponding mortgage is discharged and paid in full.

Contact us if you require legal assistance with your real estate transaction. Our real estate law team has the experience and knowledge to assist you throughout every step of the transaction.

Disclaimer: The information contained in this article is not to be construed as legal advice. The content is drafted and published only for the purpose of providing the public with general information regarding various real estate and business law topics. For legal advice, please contact us.

About the Author:

Shahriar Jahanshahi is the founder and principal lawyer at Jahanshahi Law Firm with a practice focus on representing business star-ups and investors in the province of Ontario. For further information about Shahriar Jahanshahi, click here .

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Assignment of Rents: Substance Over Form and Meaning of `Property of the Estate’

By Adam L. Rosen and Sheryl P. Giugliano

At the beginning of a Chapter 11 single asset real estate case a debtor may encounter resistance from its secured lender over the debtor’s postpetition use of rents which are subject to an assignment of rents agreement. Secured lenders may argue that rents subject to an assignment of rents are not property of the estate, and therefore, are not cash collateral available for use by the debtor. Secured lenders have had some success in argument that upon a debtor’s default under the loan documents, title to the rents vests in the secured lender, eliminating any interest the debtor may have held in the rents. See, e.g., In re Soho Retail, LLC , Ch. 11 Case No. 10-15114, Adv. No. 11-1286, 2011 BL 85874 (Bankr. S.D.N.Y. Mar. 31, 2011); In re Loco Realty Corp. , No. 09-11785, 2009 BL 137139 (Bankr. S.D.N.Y. June 25, 2009). A recent decision by Judge Stong of the United States Bankruptcy Court for the Eastern District of New York suggests that single asset real estate debtors can successfully defeat these arguments if the bankruptcy court is either willing to look beyond the label of a document to the lender’s post-default actions, or recognize a debtor’s “equitable” interest in postpetition rents as sufficient to render the rents “property of the estate.” See In re S. Side House, LLC , 474 B.R. 391, 406 (Bankr. E.D.N.Y. 2012).

See In re S. Side House, LLC , 474 B.R. 391, 396 (Bankr. E.D.N.Y. 2012) (stating that in order to determine whether postpetition rental income is property of the estate and cash collateral, “the Court must start with New York law, which defines the property interests of borrowers and lenders under assignments of rent, and then consider whether the [d]ebtor’s prepetition property interests in the Rents meets the definition of property of the estate under Bankruptcy Code §541(a)”).

Clear Language of the Bankruptcy Code.

“Accordingly, all post-petition rents are property of the bankruptcy estate. Whiting Pools mandates this result: Until title has transferred, property controlled by a secured creditor, unless subject to an exception, must be turned over to the estate.” In re Amaravathi Ltd. P’ship , 416 B.R. 618, 633 (Bankr. S.D. Tex. 2009).

Debtor’s Interest in Rents.

Despite the express language of Bankruptcy Code §541(a)(6), and perhaps recognizing the distinction made by Kenneth N. Klee, courts often focus on determining whether, as of the commencement of the case, a debtor had any legal or equitable interest in the rents under applicable state law. See, e.g., Sovereign Bank v. Schwab , 414 F.3d 450 , 452 (3d Cir. 2005) (“[D]etermining whether the rents here are property of the bankruptcy estate requires an inquiry into whether the debtor had any legal or equitable interests in those rents as of the date of the bankruptcy petition.”); In re Jason Realty, L.P. , 59 F.3d 423 , 426 (3d Cir. 1995) (“Property of the estate consists of all property in which the debtor holds an interest upon the commencement of bankruptcy.” (citing 11 U.S.C. §541(a)(6) )). See also, In re S. Side House, LLC , 474 B.R. 391, 402 (Bankr. E.D.N.Y. 2012) (citing Taub v. Taub (In re Taub) , 427 B.R. 208, 219 (Bankr. E.D.N.Y. 2010) (stating “[w]hether or not a debtor has an interest in property sufficient to bring it within the ambit of ’property of the estate’ is determined by state law or other applicable nonbankruptcy law”).

The determination under state law of what relative rights a secured lender and debtor held prior to the commencement of the bankruptcy case, with respect to rents subject to an assignment of rents, depends (at first glance at least) on whether the assignment of rents “was intended to be for ‘collateral’ or whether it was intended to be an absolute assignment.” David R. Kuney & Alex R. Rovira, The Single Asset Real Estate Case: Basic Principles and Strategies, 60 ( Joel M. Aresty, Am. Bankr. Instit. 2012). Cf. In re S. Side House , 474 B.R. 391, 403 (Bankr. E.D.N.Y. 2012) (“New York courts interpret rent assignment clauses to be additional security even when they contain terms such as ‘absolute’ and ‘unconditional.’ This is because courts look beyond the language used in rent assignment clauses … .”).

Understanding `Collateral’ Versus `Absolute’ Assignments.

Although case law suggests that the label of an assignment of rents is not determinative, and therefore it is a difference without a distinction in the end, debtors and secured lenders should still understand how “absolute” assignments of rents differ from “collateral” assignments of rents. See, e.g., Fin. Ctr. Assocs. of E. Meadow, L.P. v. TNE Funding Corp. (In re Fin. Ctr. Assocs. of E. Meadow, L.P.) , 140 B.R. 829, 832 (Bankr. E.D.N.Y. 1992). “[A]n absolute assignment of rents operates to transfer the right to [rents to the lender] automatically upon the happening of a specified condition, such as default.” In re Amaravathi Ltd. P’ship , 416 B.R. 618, 630 (Bankr. S.D. Tex. 2009) (quoting Taylor v. Brennan , 621 S.W.2d 592 , 293 (Tex. 1981)). Alternatively, a collateral assignment of rents “occurs when the debtor pledges the property’s rents to the mortgage lender as additional security for a loan,” and then, after an event of default occurs, “the lender may assert rights not only to the property subject to the mortgage but also to the rents generated by the mortgage property.” Id. See also, In re S. Side House, LLC , 474 B.R. at 403 (“When an assignment is for additional security, the lender has a lien on the rents, but title to the rents remains with the borrower. But when an assignment is absolute, title to the rents vests in the lender upon execution of the agreement, and the borrower is granted a revocable license to collect the rents that may terminate immediately and permanently upon default.”).

The View of Assignments in New York.

Other states apply the same method of looking beyond the label of an assignment of rents agreement to determine whether it is “absolute” or “given as additional security.” See, e.g., In re Senior Hous. Alt., Inc. , 444 B.R. 386, 392-93 (Bankr. E.D. Tenn. 2011) (holding under Tennessee state law that “an assignment of rents absolute on its face will nevertheless be viewed as a security interest if given in connection with a mortgage loan and not in exchange for a present consideration … .”) (citations omitted); In re Hrapchak , No. 07-1668, 2008 BL 79636 , at *5 (Bankr. N.D. W. Va. Apr. 16, 2008) (holding under West Virginia law that although assignment of rents agreement was labeled “absolute,” after examining the facts and circumstances, “the right to collect rents is given as security and the rents themselves constitute property of the bankruptcy estate”).

Although under New York state law, assignments of rents are generally given as additional security for the loan, and are not “absolute,” two recent decisions out of the United States Bankruptcy Court for the Southern District of New York in the Second Circuit held that postpetition rents are not property of the estate available as cash collateral because, even though the assignment of rents was “collateral,” the lender’s efforts were sufficient to cut off the debtor’s property interest in the rents prior to the commencement of the case, or because the language of the agreement made it clear that the assignment of rents was “absolute.” See, e.g., In re Soho 25 Retail, LLC , Ch. 11 Case No. 10-15114, Adv. No. 11-1286, 2011 BL 85874 , at *7 (Bankr. S.D.N.Y. March 31, 2011) (finding no need to determine whether an “absolute” assignment of rents is permissible under New York law, because regardless, the lender had taken “sufficient affirmative steps” to make the assignment of rents effective). See also, In re Loco Realty Corp. , No. 09-11785, 2009 BL 137139 , at *5-6 (Bankr. S.D.N.Y. June 25, 2009) (recognizing most courts in New York find assignments of rents to be collateral, finding assignment of rents agreement was “absolute” in light of clear language labeling it as such, but recognizing that “an absolute assignment of rents prepetition does not necessarily mean that the estate has no interest in the rents for the purposes of §541 analysis”).

Courts Look Beyond Labels.

See Travelers Indem. Co. v. Grant Assocs. (In re Grant Assocs.) , No. M – 47 (S.D.N.Y. Feb. 5, 1991) (holding “the finding that the assignment was absolute does not necessarily compel the conclusion … that the [lender] thereby holds more than a security interest in the rents or that [the d]ebtor retains no interest in the rents … .”); In re Charles D. Stapp of Nev., Inc. , 641 F.2d 737 , 740 (S.D.N.Y. 1981) (concluding that notwithstanding an absolute assignment under Georgia law, the debtor retained a residual interest in the rents which were assigned); In re Princeton Overlook Joint Venture , 143 B.R. 625, 633 (Bankr. D.N.J. 1992) (concluding that the mortgagor retained a “collection interest” in the rents, and thus, the rents were part of the bankruptcy estate pursuant to Bankruptcy Code §541). See In re Loco Realty Corp. , No. 09-11785, 2009 BL 137139 , at *6 (Bankr. S.D.N.Y. June 25, 2009) (finding absolute assignment of rents to be “absolute” in New York, but recognizing “an absolute assignment of rents prepetition does not necessarily mean that the estate has no interest in the rents for purposes of a §541 analysis”) (citations omitted); Amaravathi Ltd. P’ship , 416 B.R. 618, 637 (Bankr. S.D. Tex. 2009) (concluding postpetition rents are property of the estate regardless of whether the assignment of rents was absolute or collateral because “[t]he only difference between such assignments is the fact that the lender must take affirmative steps to ‘activate the ‘collateral’ assignment… . [once the lender takes those affirmative steps], however, the lender’s rights with respect to the debtor and the rents are identical under either type of assignment.”). In re Constable Plaza Assocs., L.P. , 125 B.R. 98, 102-03, 106 (Bankr. S.D.N.Y. 1991) (holding appointment of receiver prior to commencement of the case “did not cut off all of the debtor’s property interests in the future rents” because “the debtor continues to possess a residual interest in the rents which results in characterizing such rents as property of the estate within the meaning of 11 U.S.C. §541 ”). Some courts will not find that a debtor’s residual interest in property is sufficient to render the rents property of the estate because, according to those courts, if under state law the debtor would not have the right to collect the rents, then in bankruptcy the debtor does not have any greater rights. In re S. Pointe Assocs. , 161 B.R. 224, 227 (Bankr. E.D. Mo. 1993) (rejecting debtor’s argument rents are property of the estate because of debtor’s “residual interest,” where lender acted to activate its rights to collect the rents, and therefore, as of the commencement of the case, under Missouri state law, “the [d]ebtor has no right to the immediate collection of the apartment rents”). It is obvious, but worth highlighting, that if a court finds an assignment of rents agreement is “absolute” and the debtor does not maintain a residual interest in the postpetition rents, then, absent some alternative financing, the debtor’s Chapter 11 single asset real estate case cannot continue.

In sum, depending on the facts, an assignment of rents agreement may not be an impediment to a successful single-asset real estate case, or to using a lender’s cash collateral. The debtor’s chances for success seem to rest on the court’s willingness either to look beyond the label of a document, or to recognize the breadth of “property of the estate,” including a debtor’s “residual” interest in postpetition rents.

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