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201400873
<br /> Notice to Tenants. Lender may send notices to any and all tenants of the Property advising them of this Assignment
<br /> and directing all Rents to be paid directly to Lender or Lender's agent.
<br /> Enter the Property. Lender may enter upon and take possession of the Property;demand,coltect and receive from the
<br /> tenants or from any other persons liable therefor, all of the Rents; institute and carry on all legal proceedings necessary
<br /> for the protection of the Property, including such proceedings as may be necessary to recover possession of the
<br /> Property;collect the Rents and remove any tenant or tenants or other persons from the Property.
<br /> Maintain the Property. Lender may enter upon the Property to maintain the Property and keep the same in repair; to
<br /> pay the costs thereof and of ail services of all employees, including their equipment, and of all continuing costs and
<br /> expenses of maintaining the Property in proper repair and condition, and also to pay all taxes, assessments and water
<br /> utilities,and the premiums on fire and other insurance effected by Lender on the Property.
<br /> Compliance with Laws. Lender may do any and all things to execute and comply with the laws of the State of Nebraska
<br /> and also all other laws, rules, orders, ordinances and requirements of all other governmental agencies affecting the
<br /> Property.
<br /> Employ Agents. Lender may engage such agent or agents as Lender may deem appropriate,either in Lender's name or
<br /> in Grantor's name,to rent and manage the Property,including the collection and application of Rents.
<br /> Other Acts. Lender may do all such other things and acts with respect to the Property as Lender may deem appropriate
<br /> based on a standard of commercial reasonableness and may act exclusively and solely in the place and stead of Grantor
<br /> and to have all of the powers of Grantor for the purposes stated above.
<br /> No Requirement to Act. Lender shall not be required to do any of the foregoing acts or things,and the fact that Lender
<br /> shall have performed one or more of the foregoing acts or things shall not require Lender to do any other specific act or
<br /> thing.
<br /> APPLICATION OF RENTS. All costs and expenses incurred by Lender in connection with the Property shall be for Grantor's
<br /> account and Lender may pay such costs and expenses from the Rents. Lender, in its sole discretion, shall determine the
<br /> application of any and all Rents received by it; however, any such Rents received by Lender which are not applied to such
<br /> costs and expenses shall be applied to the Indebtedness. All expenditures made by Lender under this Assignment and not
<br /> reimbursed from the Rents shall become a part of the Indebtedness secured by this Assignment, and shall be payable on
<br /> demand,with interest at the Note rate from date of expenditure until paid.
<br /> FULL PERFORMANCE. If Grantor pays all of the Indebtedness when due and otherwise performs all the obligations imposed
<br /> upon Grantor under this Assignment, the Note, and the Related Documents, Lender shall execute and deliver to Grantor a
<br /> suitable satisfaction of this Assignment and suitable statements of termination of any financing statement on file evidencing
<br /> Lender's security interest in the Rents and the Property. Any termination fee required by law shall be paid by Grantor, if
<br /> permitted by applicable law.
<br /> LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materiatly affect Lender's interest in the
<br /> Property or if Grantor fails to comply with any provision of this Assignment or any Related Documents,including but not limited
<br /> to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Assignment
<br /> or any Related Documents, Lender on Grantor's behalf may(but shall not be obligated to)take any action that Lender deems
<br /> appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other
<br /> claims, at any time levied or placed on the Rents or the Property and paying all costs for insuring, maintaining and preserving
<br /> the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged
<br /> under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become
<br /> a part of the Indebtedness and,at Lender's option,will (A) be payable on demand; (B) be added to the balance of the Note
<br /> and be apportioned among and be payable with any installment payments to become due during either (1) the term of any
<br /> applicable insurance policy;or (2) the remaining term of the Note;or (C) be treated as a balloon payment which will be due
<br /> and payable at the Note's maturity. The Assignment also will secure payment of these amounts. Such right shall be in
<br /> addition to all other rights and remedies to which Lender may be entitled upon Default.
<br /> DEFAULT. An Event of Default under the Credit Agreement shall,at Lender's option,constitute an Event of Default under this
<br /> Assignment.
<br /> RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default Borrowers have failed to cure within
<br /> any applicable cure period, if any,and at any time thereafter, Lender may exercise any one or more of the following rights and
<br /> remedies,in addition to any other rights or remedies provided by law:
<br /> Accelerate Indebtedness. Lender shall have the right at its option to declare the entire Indebtedness immediately due
<br /> and payable,including any prepayment penalty that Grantor would be required to pay.
<br /> Collect Rents. Lender shall have the right,without notice to Grantor, to take possession of the Property and collect the
<br /> Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the
<br /> Indebtedness. In furtherance of this right, Lender shall have all the rights provided for in the lenders Right to Receive -
<br /> and Collect Rents Section, above. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as
<br /> Grantor's attorney-in-fact to endorse instruments received in payment thereof in the name of Grantor and to negotiate the
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<br /> Assignment of Rents
<br /> 2013-260
<br /> WA 4801796.1
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