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201206832 SUBORDINAT101�6 OF DEED OF TRUST Loan No= 8'1007107 (C011tinued) Page 2 terms of this Subordination; (B) this Subordination is executed at Borrower's request and not at the request of Lender, (C) Lender has made no representation to Beneficiary as to the creditworthiness of Borrower, and (D) Beneficiary has estabiished adequate means ofi obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Benefiiciary agrees to keep adequately infiormed from such means of any fiacts, events, or circumstances which might in. any way affect Beneficia.ry's risks under this Subordination, and Beneficiary furthe� agtees that Lender shall have no obligation to disclose to Beneficiary i�nformation or material acquired by Lender in the course of its � �relationship with Beneficiary.. . . _._ _ . BENEFICIARY WAIVERS. Beneficiary waives any right to require Lender. (A) to make, extend, renew, or mod.ify any loan to Borrower or to grant any other financial accommodations to Borrower whatsoever, (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of any Superior Indebtedness secured by Lender's Lien, or notice ofi any action or nonaction on the part ofi Borrower, Lender, any surety, endorser,or other guarantor in connection with the Superior Indebtedness, or in connection with the creation of new or additional indebtedness; (C) to resort for payment or to proceed directly or at once against any person, including Borrower, (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarentor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commerciai Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, aY any time, with respect to any matter whatsoever. LENDER'S RIGHTS. Lender may take or omii any and all actions with respect to Lender's Lien without affecting whatsoever any of Lender's ri:ghts under this Subordination�_ In particular, without lim.itation, Lender may, without notice ofi any kind io Beneficiary, (A) make one or more additional secured or unsecured loans to Borrower; (B) repeatedly alter, compromise, renew, extend, accelerate, or otherwise change the.time for payment or other terms of the Superior Indebtedness or any part of it, including increases and decreases of the rate ofi interest on the Superior - Indebtedness; extensio�ns may be tepeated and may be fot longer than the original loan term; (C) ta.ke and hoFd collateral fior the payment of the Superior Indebtedness, and exchange, enforce, waive, and release any such collateral, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or guarantors on any terms or manner Lender chooses.; (E) determine how, when and what appLication ofi payments and credits, shall be made on the Superior Indebiedness, (F) apply such security and direct the order or manner of sale of the security, as Lender in its discretion may determine; and (G) transfer this Subordination to anothe�party. DEFAULT BY BORROWER. If Borrower becomes insolvent or bankrupt,this Subortlinatiort shall remain in full fiorce and effect. In the event of a corporate reorganization or corporete arrangement of Borrower under the provisions of the Bankruptcy Code, as amended, this Subordination shalt remain in fiull force and effect and the court having jurisdiction over the reorganization or arrangement is hereby authorized to preserve such. priority and subordination provided under this Subordination in approving any such plan ofi reorganization or arrangement. Any default by Borrowet under the terms of the Subord�inated Indebtedness also shall constitute an event of defauh under Yhe terms of the Superior Indebtedness in favor ofi Lender. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Subordination: Amendments. This Subordi.nation constiYutes the entire understanding and agreement of the parties as to the � matters set forth in this Subordinati�on_ No alteration of or amendment to this Subordination shall be effective unless given in writing and signed by the party or parties sought to be chaPged or bound by the akeYation or amendment. Attomeys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Subordination, Lender shall be entitled to recover such sum as ihe court may adjudge reasonable as attorneys'fees at trial and upon any appeal. Whether or not a�ny court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time fo�r the protection of its interest or the enforcement of its rights shall become a part of Yhe Indebtedness payable on demand and shall bear interest at the Note rete from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, wheiher or not there is a lawsuit, induding. attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic siay or injunction), appeals, and any anticipated post-judgment collection services, the cos#of searching records, obtaining title reports (induding foteclosure reports), surveyors' reports, and appraisal fiees, title insurance, and fees fior ihe Trustee, to the extent permitted by applicable law. Beneficiary also will pay any court costs, in addition to all other sums provided by law. � Authority. The person who signs this Subordination as or on behalf of Beneficiary represents and warrants that he or she has authority to execute tnis Subordination and to subordinate the Subordinated Indebtedness and the Beneficiary's security interests in Beneficiary's property, if any. Caption Headings_ Caption headings in this Subordination are for convenience purposes only and are not to be used to interpreY or define the provisions of this Subordination. Governing Law. This Subordination will be governed by federal law applicable to Lender and, to the extent not preempted by fiederal law�.the laws of the State of Nebraska without regard to its conflicts of law provesions. TNis . Subordination has been accepted by Lender in tne State of Nebraska. Choice of Venue_ If there is a lawsuit, Beneficiary agrees upon Lender's request to submit to the jurisdiction of tne courts of Hall County, State of Nebraska. Successors. This Subordination shall extend to and bind the respective heirs, personal representatives, successors and assigns of tlie parfies to this Subo�dinafion, anel ihe covenants of Beneficiary herein en favor-o#-Lender shall extend to, include, and be enforceable by any transferee or endorsee to whom Lender may transfer any or aII of the Superiorindebtedness. No Waivee by Lender. Lender shall not be deemed to have waived any rights under this Subordination unless such waiver is given in wriiing and signed.by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right_ A waiver by Lender of a provision of this Subordination shall not prejudice or constitute a waiver of Lender's right otherwise Yo demand strict compliance with that provision or any other provision of this Subordination. No prior waiver by Lender, nor any course of deating between Lender and Beneficiary, shall constitute a waiver of any of Lender's rights or of any of Beneficiary's obligations as to any future transactions. Whenever the consent of Lender is required under this Subordination,the granti.ng of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Waive Jury. AII parties to this Subordination hereby waive the right to any jury trial in any action. proceeding. or counterclaim brought by any party against any other party. EACH PARTY TO THIS SUBORDINATION ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS SUBORDINATION, AND EACH PARTY AGREES TO ITS TERMS. THIS SUBORDINATION IS DATED AUGUST l5, 20'I 2.