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201302020 2. Negative Covenants. During the period of time this Agreement is effective, unless Lender shall otherwise consent in writing, SPU will not (a) sell, assign (by operation of law or otherwise) or otherwise transfer all or any portion of SPU's rights in any of the Property or (b) create, incur, assume or suffer to exist any Lien in or against the Property to any Person other than Lender. 3. Representations. SPU represents, warrants, acknowledges and agrees that (a) SPU owns marketable title to the Property in fee simple and SPU has not made any prior sale, pledge, encumbrance, assignment or other disposition of any part of the Property to any Person and the same is free from all encumbrances and rights of setoff of any kind,(b) SPU will defend, at SPU's expense, the Property against all claims and demands of all Person at any time claiming the same or any interest therein, (c) that a material inducement to Lender's willingness to enter into the Loan Agreement is the execution and delivery by SPU of this Agreement, and (d) this Agreement will be recorded in the real property records of the county where the Property is located to provide constructive notice of the terms and conditions of this Agreement. 4. Events of Default. For purposes of this Agreement, "Event of Default" shall have the meaning ascribed to it in the Loan Agreement such that any Event of Default under the Loan Agreement shall constitute an Event of Default under this Agreement. 5. Remedies and Related Riahts. If an Event of Default shall have occurred, Lender shall have all rights and remedies provided under any of the Loan Documents or otherwise available to Lender. 6. Term. This Agreement and SPU's obligations hereunder shall remain in effect until full and complete payment and performance of the Obligations and the termination of Lender's commitment to extend credit to Borrowers. 7. Miscellaneous. a. Governing Law and Consent to Forum. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEBRASKA WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. SPU HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE COURT LOCATED WITHIN DOUGLAS COUNTY, NEBRASKA OR FEDERAL COURT IN THE DISTRICT OF NEBRASKA. SPU WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST IT IN SUCH FORUM AS PROVIDED ABOVE AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE IN SUCH FORUM. SPU FURTHER AGREES NOT TO ASSERT AGAINST LENDER (EXCEPT BY WAY OF A DEFENSE OR COUNTERCLAIM IN A PROCEEDING INITIATED BY LENDER) ANY CLAIM OR OTHER ASSERTION OF LIABILITY WITH RESPECT TO THIS AGREEMENT, LENDER'S CONDUCT OR OTHERWISE IN ANY JURISDICTION OTHER THAN THE FOREGOING JURISDICTIONS. b. Waiver of Jury Trial. SPU AND LENDER HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OBLIGATIONS OF SPU HEREUNDER OR LENDER'S CONDUCT IN RESPECT OF ANY OF THE FOREGOING. 4822-7438-4915.3 2