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13 , 0 O 010492 Trust Property. All Condemnation Proceeds shall be paid directly to and held and applied by Beneficiary in accordance with Section 9 of the Guarantee Agreement. SECTION 1.09. Assignment of Leases and Rents. (a) Grantor hereby irrevocably and absolutely grants, transfers and assigns all of its right, title and interest in each Operating Lease, if any, and all other Leases, together with °any and all extensions and renewals thereof for purposes of securing and discharging the performance by Grantor of the Secured Obligations. Grantor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any Operating Lease or any other Lease or their respective Rents to anyone other than Beneficiary. (b) Without Beneficiary's prior written consent, Grantor will not (1) modify, amend, terminate or consent to the cancellation or surrender of any Operating Lease or any other Lease if such modification, amendment, termination or consent would, in the reasonable judgment of the Beneficiary, be adverse in any material respect to the Lenders, the value of the Trust Property or the lien created by this Deed of Trust or (2) consent to an assignment of any Operator's interest in any Operating Lease or to a subletting thereof covering a material portion of any Truckstop comprising a portion of the Trust Property, except as may be permitted by this Deed of Trust or the Credit Agreement. (c) Subject to paragraph 1.09(d), Grantor has assigned and transferred to Beneficiary all of Grantor's right, title and interest in and to the Rents now or hereafter arising from each Operating Lease, if any, and all other Leases heretofore or hereafter made or agreed to by Grantor, it being intended that this assignment establish, subject to paragraph 1.09(d), an absolute transfer and assignment of all Rents and each such Operating Lease, if any, and all other Leases to Beneficiary and not merely to grant a security interest therein. Subject to para- graph 1.09(d), Beneficiary may in Grantor's name and stead (with or without first taking possession of any of the Trust Property personally or by receiver as provided herein) operate the Trust Property and rent, lease or let all or any portion of any of the Trust Property to any party or parties at such rental and upon such terms as Beneficiary shall, in its sole discretion, determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under each operating Lease and all other Leases. [NYCorp; 1105401 .3:DPCO2:11 /11/00- 12:05a) (Hall County)