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201207023
<br /> SU�ORD9iVATEON OF DEED OF TRUS�
<br /> Loan IVo: 81001107 (Contlnued) Page 2
<br /> terms of this Subordination;(B) this Subordination is executed at Borrower's request and not at the request of Lender;
<br /> (C) Lender has made no representation tQ Beneficiary as to the creditworthiness of Borrower,and(D) Beneficiary has
<br /> established adequate means of obtaining from Borrower on a continuing basis informaiion�egarding Borrower's financial
<br /> condition. Beneficiary agrees to keep adequately informed from such means of any facts>events, or circumstances
<br /> which might in any way affect Beneficiary's risks under this Subordination,and Beneficiary further agrees that Lender
<br /> shali have no obligation to disclose to Beneficiary information or material acquired 'oy Lender in the course of its
<br /> relationship with Benefici�ary.
<br /> BENEFIqARY WAIVERS. Beneficiary waives any right to require Lender. (A} to make,extend, renew,or modify any
<br /> loan to Borrower o� to grant any other financial accommodations to Borrower whatsoever, (B� to make any
<br /> presentment,protest,tlemand,or notice of any ki.nd,including notice of any nonpayment of any Superior Indebtedness
<br /> secured by Lender's Lien,or notice of any action or nonaction on the part of Borrower,Lender,any surety,endorser,or
<br /> other guarantor in connection with the Superior Indebtedness, or in connection with the creation of new or additional
<br /> indebtedness, (C) to resort for payment or to proceed directly or at once against any person,including Borrower, (D)
<br /> to proceed directly against ar exhaust any collateral held by Lender from 6orrower,any other guarantor,or any other
<br /> person; (E) to give notice of the terms,time,and place of any public or private sale of personal property security held
<br /> by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; lF) to
<br /> pursue any oth2r remedy within Lender`s power;or (G) to commit any act or omission of any kind,at any time,with
<br /> respect to any matter whatsoever.
<br /> LENDER'S RIGHTS. Lender may take or omit any and all actions with respect to Lender's Lien without affecting
<br /> �n�hatsoever any of Lender's �ights under this Subordination. In particular, without limiiation, Lender may, without
<br /> notice of any Icind to Beneficiary, (A) make one or more adtlitional secured or unsecured loans to Borrower, (B)
<br /> repeatedly aiter, compromise,renew,extend,accelerate,or otherwise change the�time for payment or other terms of
<br /> the Superior Indebtedness or any part of it, including increases and decreases of the rate of interesc on the Superior
<br /> Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) take and hold
<br /> collateral for the payment of the Superior indebtedness,and exchange,enforce,waive,and release any such collaterel,
<br /> with or without the subsYitution of new collateral; lD) release,substitute, agree not to sue,or deal with any one or
<br /> more of Borrower's sureties, endorsers, or guarantors on any terms or manner Lender chooses; (E7 determine how.
<br /> when and what application of payments and credits, shall be�made on the Superior Indebtedness; (F) apply such
<br /> security and direct the arder or manner of sale of the security, as Lender in its discretion may tletermine; and (G)
<br /> transfer this Su6ordination to another party.
<br /> DEFAULT BY BORROWER. If Borrower becomes i�nsolvent or banl<rupL this Subordioation shall remain in full force and
<br /> effect. In the event of a coroorate reorganization or corporate arrangement of Borrower under the provisions ofi the
<br /> Bankruptcy Code,as amendeeJ,this Subordination shall remain in full force and effect and the court having jurisdiction
<br /> over the reorganization or arrangement is hereby authorized to preserve such priority and subordination provided under
<br /> this Subordination in approving any such plan of reorganization or arrangement. Any default by Borrower under the
<br /> terms of the Subord�inated Indebtedness aiso shall constitute an event of default under the terms of the Superior
<br /> Indebtedness in favor of Lender.
<br /> MiSCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Subordination:
<br /> Amendments. This Subordination constitutes the entire understanding and agreement of the parties as to the
<br /> matters set forth in this Subordination. No alteraiion of or amendment to this Subordination shal! be efFective
<br /> unless given in�writing and signed 6y the party or parties sought to be charged or bound by the alteration or
<br /> amendment.
<br /> Attorneys' Fees; E�cpenses. If Lender institutes any suit or action to enforce any of the terms of this
<br /> Subordination,Lender shall 6e entitled to recover such sum as the court may adjudge reasonable as attorneys'fees
<br /> at trial and upon any appeal. Whether or not any court action is involved,and to Yhe extent not prohibited by law,
<br /> all reasonable eacpenses Lender incurs that in Lender's opinion are necessary ai any time for the protection of its
<br /> interest or the enforcement of its rights shall become a part of the Indebtedness payable on dema�d and shall bear
<br /> interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include,
<br /> without limitation,however subject to any Iimits under applicable law,Lender's attomeys'fees and Lender's legal
<br /> expenses, whether or not there is a lawsuit, including attomeys'fees and expenses for bankruptcy proceedings
<br /> � (including efforts to modify or vacate any automatic stay or injunctionl,appeals,and any anticipated post-judgment
<br /> collection services,the cost ofi searching records,obtaining title reports(induding foreclosure reportsl,surveyors'
<br /> reports; and appraisal fees,title insurance, and fees for the TrusYee, to the extent permitted by applicable law.
<br /> Beneficiary also will pay any court costs,in addition to all other sums provided by faw.
<br /> Authority. The person who signs this Subordination as or on 6ehalf of Beneficiary represents and warrants that he
<br /> or she has authority to execute Yhis Subordination and io subordinate the Subordinated Indebtedness and the
<br /> Beneficiani s security interests in Beneficiary's properiy,if any.
<br /> Caption Headings. Caption headings in this S�ubordination are for convenience purposes only and are not to be
<br /> used to interpret or define the provisions of this Subordination.
<br /> Governing Law. This Subordination�will b¢ governed by federal law applicable to Lender and,to the extent not
<br /> preempted by federal law,the laws of the State of Nebraska without regard to its conflicts of Iaw provisions. This
<br /> Subordination has heen accepted by Lende�in the State of Nebraska.
<br /> Choice of Venue. If there is a lawsuit,Benefici�.ary agrees upon Lender's request to submit to the jurisdiction of the
<br /> courts of Hap County,State of N�ebraska.
<br /> Successors. This Subordination shall extend to and bi�d the respective heirs,personal representatives,successors
<br /> and assigns of the parties to this Subordination, and the covenants of Beneficiary herein in fiavor of Lender shall
<br /> e�ttend to,include,antl be enforceable 6y any transferee or endorsee to whom Lender may transfer any or all of the
<br /> Superiorindebtedness.
<br /> No Wai�er by Lender. Lender shall not be deemed to have waived any rights under this Subordination unless such
<br /> waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right
<br /> shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Subordination
<br /> shall not prejudice or constiwte a waiver of Lender's tight otherwise to demand strict compliance with that
<br /> provision or any other provision of this Subordination. No prior waiver by Lender, nor any course of dealing
<br /> between Lender and Beneficiary, shall constitute a waiver of any of Lender's rights or of any of Beneficiary's
<br /> obligations as to any future transactions. Whenever the conseM of Lender is required under this Subordination,the
<br /> g�anting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances
<br /> where such consent is required and in all cases such consent may 6e granted or withheld in the sole discretion ofi
<br /> Lender.
<br /> Waive Jury. All parties to this Subortlination her�by waive the right to any jury trial in any action,proceeding,or
<br /> counterclaim brought by any party against any other party.
<br /> EACH PARTY TO THIS SUBORDINATION ACXNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
<br /> SUBORDINATION,AND EACH PARTY AGREES TO ITS TERMS. THIS SUBORDINATION IS DATED AUGUST 75,
<br /> 2012.
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