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200806031 9. Propertv Leases and Revenues. (a) As part of the consideration for the Secured Obligations, Grantor has absolutely and unconditionally collaterally assigned and transferred to Beneficiary for the ratable benefit of the Credit Parties all of Grantor's right, title and interest in and to the Property Leases and the Revenues, including those now due, past due or to become due by virtue of any Property Lease for the occupancy or use of all or any part of the Property. Grantor hereby represents and warrants that Grantor: (i) is the sole and absolute owner of the entire landlord's or lessor's interest in the Property Leases and said rents, issues and profits and shall not assign its interest in, to or under any of the Property Leases or the Revenues to any person or entity other than Beneficiary; (ii) has made no prior assignment of any of the Property Leases or with respect to any of said rents, issues or profits that remains in effect on the date hereof; and (iii) to its knowledge has neither done any act nor omitted to do any act which might prevent Beneficiary from, or limit Beneficiary in, acting under any of the provisions of this assignment pursuant to this Deed of Trust. (b) Grantor agrees that neither the foregoing assignment of Property Leases and Revenues, nor the exercise of any of Beneficiary's rights and remedies under Para~raph 14 hereof shall be deemed to make Beneficiary a Beneficiary-in-possession or otherwise responsible or liable in any manner with respect to the Property Leases, the Property or the use, occupancy, enjoyment or operation of all or any portion thereof, unless and until Beneficiary, in person or by agent, assumes actual possession thereof. Nor shall the appointment of any receiver for the Property by any court at the request of Beneficiary or by agreement with Grantor, or the entering into possession of any part of the Property by such receiver, be deemed to make Beneficiary a Beneficiary-in-possession or otherwise responsible or liable in any manner with respect to the Property Leases, the Property or the use, occupancy, enjoyment or operation of all or any portion thereof. (c) If Beneficiary or a receiver enters upon, takes possession of and maintains control of the Property pursuant to Paragraph 14 hereof, all Revenues thereafter collected shall be applied first to the costs of taking control of and managing the Property and collecting the Revenues, including, but not limited to, reasonable attorneys' fees actually incurred, receiver's fees, premiums on receiver's bonds, costs of necessary repairs to the Property, premiums on insurance policies, impositions and other charges on the Property, and the costs of discharging any obligation or liability of Grantor as landlord, lessor or licensor of the Property and then to the Secured Obligations, in the manner set forth in Section 2.05(h) or Section 8.03 of the Credit Agreement, as applicable. Beneficiary and/or the receiver shall have access to the books and records used in the operation and maintenance of the Property and shall be liable to account only for those Revenues actually received. Beneficiary shall not be liable to Grantor, anyone claiming under or through Grantor or anyone having an interest in the Property by reason of anything done or left undone by Beneficiary pursuant to Paragraph 14 hereof. If the Revenues are not sufficient to meet the costs of taking control of and managing the Property and collecting the Revenues, any monies expended by Beneficiary for such purposes shall become a portion of the Secured Obligations. Such amounts shall be payable by Grantor upon demand from Beneficiary and shall bear interest at the Default Rate. The entering upon and taking possession of and maintaining of control of the Property by Beneficiary or the receiver pursuant to the provisions of this Deed of Trust and the application of Revenues as provided herein shall not cure or waive any Event of Default or invalidate any other right or remedy of Beneficiary hereunder. 6