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200709869 ARTICLE II ASSIGNMENT OF RENTS AND LEASES Section 2.01. Assignment of Rents. The Grantor hereby absolutely assigns and transfers to the Benetlciary the Agreement and all of the Lease Payments or Additional Payments derived from the Agreement as further security for the payment and performance of the Secured Obligations, and hereby grants, gives to and confers upon the Beneficiary the right, power and authority to enter upon and to take possession of all or any part of the Encumbered Property collecting the same and to let all or any part of the Encumbered Property, and to apply the rents, issues and profits, after payment of all necessary charges and expenses, on account of the Secured Obligations. The Grantor irrevocably appoints the Benetlciary its true and lawful attorney-in-fact, at the option ofthe Benetlciary, at any time and from time to time, to take possession and control of the Encumbered Property and to demand, receive and enforce payment, to give receipts, releases and satisfaction, and to sue, in the name of the Grantor or the Beneficiary, for all such rents and apply the same to the Secured Obligations; provided, however, that the Grantor shall have a license to possess and control the Encumbered Property and to collect such rents (but not more than one month in advance), which is revocable at any time upon an Event of Default by the Grantor under any of the Financing Documents. The assignment of the Lease Payments and Additional Payments described in the Agreement is intended to be an absolute assignment from the Grantor to the Beneficiary and not merely the passing of a security interest. Upon demand Grantor shall execute and deliver such further assignments and documents and instruments as Beneficiary may deem advisable to carry out or evidence the assignment set forth in this Section. Section 2.02. Collection Upon Default. Upon any Event of Default, the Beneficiary may, at any time without further notice, either in person, by agent or by a receiver appointed by a court, and without regard to the adequacy of any security for the Secured Obligations (1) enter upon and take possession of the Encumbered Property, or any part thereof, and in its own name sue for or otherwise collect such rents, issues and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including attorneys' fees, upon any Secured Obligations, and in such order as the Beneficiary may determine. The collection of such rents, issues or profits, or the entering upon and taking possession of the Encumbered Property, or the application thereof as aforesaid shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such default or pursuant to such notice of default. Section 2.03. Statutory Rights. The Beneficiary, in addition to and not in limitation of any of the foregoing or any other remedies provided herein or otherwise available under applicable law, shall have all of the rights provided under the laws of the State regarding entorcement of the assignment of rents and leases contained herein. ARTICLE III SECURITY AGREEMENT Section 3.01. Security Interest. With respect to any portion of the Encumbered Property which constitutes personal property, fixtures or other property (including all property acquired with the proceeds of the Bonds) governed by the DCC, this Deed of Trust shall constitute a security agreement between the Grantor as the debtor and the Beneficiary as the secured party, and by this Deed of Trust, the Grantor has granted to the Beneficiary a security interest in such portion of the Encumbered Property (such portion being the "Personal Property"). Cumulative of all other rights of the Beneficiary hereunder, the Benetlciary shall have all of the rights conferred upon secured parties by the DCC. The Grantor will execute and deliver to the Beneficiary all financing statements that may from time to time be required by the Beneficiary to establish and maintain the validity and priority of the security interest of -9-