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, � T = r}� - � c m � c, �, r+ ~ = D Z � � � � � � � (1 S � ��. /�� o � rT+ Z `� N 4. � ^ V V G'a � '� O � y p O "+'1 O � � � � � � � � � r� `� � m • � r�i � �.� r � � � � a � � r n t-� cn � v' C..J � 0 � , � � N �..�D.,. N p C� � � N � � '��= Assignments Of Leases --�-- : .�Wl�BANKS And Rents .- �� �� 2 0 (� 0 01 U 2 9 (Nebraska)� , This Assignment is made this January 31, 2 0 0 0 , between Robert M. Allen Family Limited Partnership : (the "Assignor"), alnJ Limited Partnership and Norwest Bank Nebraska National Association Ithe "Assignee"), a national banking association. �] The Assignor has executed and delivered to the Assignee its promissory note dated January 31, 2 0 0 0 in the original principal amounr of S 1,500, 000.00 and any extensions, renewals ormodifications ihereof(the "Note'7. � The Assignor has executed and delivered to the Assignee its guaranty dated in favor of the Assignee for the benefit of (the "Borrower"l in the amount of S and any replacements or substitutions thereof/the "Guaranty"I. To secure payment of ihe obligation described above (the "Obligation"1, the Assigno�has executed and delivered to the Assignee a deed of trust("Deed of Trust'7 dated 1131/2000 , covering certain property("Trust Property"/including, among other ihings, the real estate described in the attached Exhibit A and the buildings, improvements, fixtures and personal property now or in the future located thereon. The Assignee has required the execution of this Assignment as a condition to making or accepting the Obligation. ACCORDINGLY, in consideration of the p�emises and other good and va/uab/e consideration, the Assignor does hereby grant, transfer and assign to the Assignee all of the Assignor's right, title and interest in and to (i)any and all present or future leases or tenancies, whether written or oral, covering or affecting any or all of the Trusi Property, together with any and all extensions, modifications and�enewals thereof leach, a "Lease"and collectively, ihe "Leases'7, and lii)all renis,profits and other income or payments of any kind due or payable or to become due or payab/e to the Assignor as the resu/t of any use,possession o�occupancy of a//or any portion of the Trust Property or as the �esult of the use of or lease of any personal property constituting a part of the Trust Properiy, whether accruing before or afte�foreclosure of the Deed of Trust or during the period of redemption thereof I"Rents"/, all for the purpose of securing la)payment of all indebtedness evidenced by the Obligation and all other sums secured by the Deed of Trust;and(b/performance and discha�ge of each and every obligation, covenant and ag�eemeni of the Assignor contained herein and in ihe Deed of Trust. The Assignor wanants and covenants that Assigno�is and will remain the absolute owner of ihe Rents and Leases free and clear of all liens and encumbrances other than the lien granted herein, that Assignor has not previously assigned or otherwise encumbered the Assignor's interest in any of the Rents o�Leases to any othei pe�son; that Assignor has the right under applicable law, under the Leases and otherwise to execute and deliver this Assignment and to keep and perform all obligations hereunder,•and that Assignor will wa�rant and defend the Leases and Rents against all adverse claims, whether now existing or later arising. The Assigno�further covenants and ag�ees as follows: 1. PERFORMANCE OF LEASES. The Assignor will faithfully abide by,pe�form and discharge each and every obligation, covenant and agreement which it now is or hereafter becomes/iab/e to observe or perform under any present or future Lease, and, ai the Assignor's sole cost and expense, will enforce or secure the performance of each and every obligation, under each and every Lease. The Assignor will observe and comply with all provisions of law applicable to the operation and ownership of the T�ust Property. The Assignor will give prompt wriiten notice to the Assignee of any notice of default on the part of the Assignor with respect to the Lease received f�om the tenant thereunder, and will also ai Assignor's sole cost and expense, appea�in and defend any action o�proceeding arising under, growing out of or in any manner connected with any Lease or ihe obligations, duties or liabilities of the Assignor or any tenant thereunder. The Assignor wi//not/ease or otherwise permit the use of a/!or any portion of the Trust Property for rent that is be%w the fair market rent for such p�operty. 2. COLLECTION OF RENTS lN ADVANCE. The Assignor will not collect or accept any Rents for the use or occupancy of the Trust Prope�ty for more than one month in advance. Security deposits shall not be deemed Rents for purposes of this paragraph. 3. PROTECTING THE SECURITY OF THIS ASSIGNMENT. Should the Assignoi fail to peiform or observe any covenant or agreemeni contained in ihis Assignment, then the Assignee may(but shall have no obligation tol make or do the same in such manner and to such extent as the Assignee may deem appropriate to protect the security hereof. The�ights of the Assignee he�eunde�sha//inc/ude but not be limited to liJ the right to appea�in and defend any action o�proceeding purporting to affect the security he�eof or the rights or powers of the Assignee, (iil the right to perform and discharge each and every obligation, covenant and agreement of the Assigno�contained in the Lease, and(iii) the right, in exercising any of the other rights granted hereunder, to pay necessary costs and expenses, employ counsel and pay reasonable attorneys'fees. The Assignor shall pay on demand all sums expended by the Assignee pursuant to this paragraph, together with interest thereon at the rate stated by the Note or the rate stated in the most recent ob/igation covered by ihe Guaranty, and ihe same shall be added to the Obligation secured he�eby and by the Deed of Tiust. 4. PRESENT ASSIGNMENT. This Assignment shall constitute a perfected, absolute and present assignment;provided that the Assignor shall have the right to collect all of the Rents (subject to the Section entitled "Collection of Rents in Advance"/and to retain, use and enjoy the same until an Event of Default occurs under the Deed of Trust or the Assigno�breaches any wa��anty o�covenant contained in this Assignment. Any Rents accruing prior to an Event of Default under the Deed of Trust but paid thereafter sha//be paid to the Assignee. 5. SURVIVAL OF OBLIGATION. This Assignment is given as security in addition to the Deed of T�ust. All of ihe Assignor's obligations under the Deed of Trust and this Assignment shall survive foreclosure of the Deed of Trust. The Assignor shall observe and comply with all terms and conditions contained in the Deed of Trust and in this Assignment and sha//prec/ude any Event of Defau/t f�om occurring under the Deed of Trust du�ing the period of redemption following foreclosure of ihe Deed of Trust. 6. DEFAULT,•REMEDIES. Upon the occurrence of any Event of Default specified m the Deed of Trust or upon the breach of any warranty or covenant contained in this Assignment, the Assignee may, ai its option: la)in the name, place and stead of the Assignor and as the Assignee in its sole discretion deems appropriate lil enter upon, manage and operate the T�ust Properiy or retain the services of one or more independent contractors to manage and operate all or any part of the Trusi P�operty; /iiJ make, enforce, modify and accept surrender of the Leases; (iiiJ obtain or evict tenanis, co//ect, receive, sue for, fix, modify, adjust or compromise the Rents, and enforce all iights of the Assignor under the Leases;and(ivl perform any and all other acts that may be necessary or prope�to protect the security of ihis Assignment. bJ with or without exercising the rights set forth in subparagraph (al above,give or require the Assignor to give notice to any or all tenants under the Leases authorizing and directing ihem to pay all Rents under the Leases directly to the Assignee;and �, c) without regard to any waste, adequacy of ihe security or solvency of the Assignor, apply for the appointment of a receiver of the {. � T......� 0�..�.�.��.. •� ...L:�L ' •��L� A��'��'L�_� t____�__""__ ■,.,,.