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200110903 hereby, to perfect and maintain said lien and security interest, and to better assure, convey, grant, assign, transfer and confirm unto Beneficiary and Trustee the rights granted or now or hereafter intended to be granted to Beneficiary and/or Trustee hereunder or under any other instrument executed in connection with this Deed of Trust or which Grantor may be or become bound to convey, mortgage or assign to Beneficiary and/or Trustee in order to carry out the intention or facilitate the performance of the provisions of this Deed of Trust; and (ii) at the request of Beneficiary or Trustee, promptly record and re- record, file and refile and register and re- register this Deed of Trust, any financing or continuation statements and every other instrument in addition or supplemental to any thereof that shall be required by any present or future law in order to perfect and maintain the validity, effectiveness and priority of this Deed of Trust and the lien and security interest intended to be created hereby, or to subject after - acquired property of Grantor to such lien and security interest, in such manner and places and within such times as may be necessary to accomplish such purposes and to preserve and protect the rights and remedies of Beneficiary and Trustee. Upon any failure by Grantor to do so after request by Beneficiary or Trustee, Beneficiary and/or Trustee may make, execute, record, file, re- record or refile any and all such deeds of trust, mortgages, instruments, certificates and documents for and in the name of Grantor, and Grantor hereby irrevocably appoints Beneficiary and Trustee severally, the agents and attorneys -in -fact of Grantor to do so, which appointment will terminate upon the satisfaction of record of this Deed of Trust. Grantor will furnish to Beneficiary and Trustee evidence satisfactory to Beneficiary and Trustee of every such recording, filing or registration. Beneficiary may, at Grantor's sole expense, file copies or reproductions of this instrument as financing statements at any time and from time to time at Beneficiary's option without further authorization from Grantor. SECTION 3.14. Subordinate Leases. (a) Assignment. Grantor hereby absolutely and presently bargains, sells, transfers, assigns and sets over to Beneficiary, as further security for the payment of the Secured Obligations, all of its right, title and interest in and to the Subordinate Leases and the Rents payable thereunder and all rights of Grantor thereunder and any and all deposits held as security under the Subordinate Leases, whether before or after foreclosure or during the full period of redemption, if any, and shall, upon demand, deliver to Beneficiary an executed counterpart of each Subordinate Lease. The assignment of the Subordinate Leases and Rents, and of the aforesaid rights with respect thereto, is intended to be and is an absolute present assignment from Grantor to Beneficiary and not merely the passing of a security interest. Such assignment and grant shall continue in effect until the Secured Obligations are paid, the execution of this Deed of Trust constituting and evidencing the irrevocable consent of Grantor to the entry upon and taking possession of the Premises by Beneficiary pursuant to such grant, whether foreclosure has been instituted or not and without applying for a receiver. Until the occurrence of an Event of Default hereunder, Grantor shall be entitled to collect and receive the Rents and any security deposits and agrees to hold the same in trust. Such right of Grantor to collect and receive said Rents shall be automatically revoked upon the occurrence of an Event of Default and thereafter Beneficiary shall have the right and authority NYDOCS03/596673.1 14 HALL COUNTY, NEBRASKA