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200110903 whether by operation of law or otherwise, any Subordinate Lease or the Rents, (2) accept or permit the acceptance of a prepayment of any amounts payable under such Subordinate Lease for more than one month in advance of the due date therefor, (3) enter into, amend, modify, cancel, terminate or accept a surrender of any Subordinate Lease if such could reasonably be expected to impair the security of this Deed of Trust or (4) enter into any Subordinate Lease (A) with Grantor or any affiliate of Grantor or its constituent partners or (B) which would be a "disqualified lease ", as defined in Section 168(h)(1)(B)(ii) of the Internal Revenue Code of 1986, as amended. (ii) Supplementing the provisions of paragraph (i) of this subsection (d), if the lessee under any Subordinate Lease (or any receiver, trustee, custodian or other party who succeeds to the rights of any lessee) rejects or disaffirms such Subordinate Lease pursuant to any bankruptcy, insolvency, reorganization, moratorium or similar law (any such law hereinafter collectively referred to as a "Bankruptcy Law "), Grantor hereby assigns to Beneficiary the proceeds of any claims (including the right to retain or apply any security deposits) that Grantor may have against the lessee (or receiver, trustee, custodian or other party who succeeds to the rights of any lessee) and any guarantor of any of the Subordinate Leases, under any one or more of the Subordinate Leases or any guaranty thereof based upon (1) any breach by such lessee of the terms and provisions of the applicable Subordinate Lease (including any claim that Grantor may have by reason of a termination, rejection or disaffirmance of such Subordinate Lease pursuant to any Bankruptcy Law), and (2) the use and occupancy of the premises demised thereby, whether or not pursuant to the applicable Subordinate Lease (including any claim for use and occupancy arising under any Bankruptcy Law). Grantor, immediately upon obtaining knowledge of any such breach or use by any such lessee, will notify Beneficiary of any such breach or use. If an Event of Default shall then exist, Beneficiary shall have the sole right to elect, either: (A) to proceed against such lessee or guarantor as if it were the named lessor thereunder, in Grantor's name or in Beneficiary's name as agent for Grantor and Grantor agrees to cooperate with Beneficiary in such action and shall execute any and all documents required in furtherance of such action; or (B) to have Grantor proceed in Grantor's and Beneficiary's behalf in which event Beneficiary may participate in any such proceedings, and Grantor from time to time will deliver to Beneficiary all instruments requested by Beneficiary or as may be required to permit such participation. Grantor shall, at its expense, diligently prosecute any such proceedings, shall deliver to Beneficiary copies of all papers served in connection therewith and shall consult and cooperate with Beneficiary, its attorneys and agents, in the carrying on and defense of any such proceedings; provided that no settlement of any such proceeding shall be made by Grantor without Beneficiary's consent. NYDOCS03/596673.1 16 HALL COUNTY, NEBRASKA