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200512483 3.7 Prohibited Liens; Prohibited Transfers. (a) Except as otherwise permitted in Section 6.7 of the Credit Agreement, Trustor shall not create, sutler, or permit to be created or filed against the Property any Lien superior or inferior to the lien created by this Dced of Trust. (b) Except as otherwise provided in Section 6.8 of the Credit Agreement, Trustor may not sell, lease or convey all or any part of the Property or any interest therein. 3.8 Assignment of Leases and Rents. (a) All right, title, and interest of Trustor in and to all Leases and Rents are hereby transferred and assigned simultaneously herewith to Beneficiary as further security for thc payment of the Secured Indebtedness. Although it is the intention of the parties that the assignment contained in this paragraph shall be a present assignment, it is expressly understood and agreed, anything to the contrary notwithstanding, that Beneficiary shall not exercise any of the rights or powers conferrcd upon it by this paragraph until an Event of Default shall exist and be continuing under this Deed of Trust. (b) Following the occurrence of an Event of Default and during the continuance thereof, (a) Beneficiary shall have the rights and powers as are provided herein, (b) this Deed of Trust shall constitute a direction to each lessee under the Leases and each !,'Uarantor thereof to pay all Rents directly to Beneficiary without proof of the Event of Default, and (c) Beneficiary shall have the authority, as Trustor's attomey-in- fact (such authority being coupled with an interest and irrevocable), to sign the name of Trustor and to bind Trustor on all papers and documents relating to the operation, leasing and maintenance of the Property. " (c) If Trustor, as lessor under any Lease, shall neglect or refuse to perform, observe and keep all of the covenants, provisions and agreements contained in such Lease, then Beneficiary may perform and comply with any such Lease covenants, agreements and provisions. All reasonable costs and expenses incurred by Beneficiary in complying with such covenants, agreements, and provisions shall constitute Secured Indebtedness and shall be payable upon demand with interest payable at the Default Rate. (d) Neither Benetlciary nor any Lender shall be obligated to perform or discharge any obligation, duty or liability under any Lease, and Trustor shall and does hereby agree, exeept to the extent of Beneficiary's or such Lender's gross negligence or willful misconduct, to indemnify and hold the Beneficiary and Lenders harmless of and from any and all liability, loss or damage which it mayor might incur under any Lease or under or by reason of their assignments and of and from any and all claims and demands whatsoever which may be asserted against it by reason of alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in such Lease. Should Benetlciary or any such Lender incur any such liability, loss or damage under any Lease or under or by reason of its assignment to - 7 -