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01 -1'9-1999 ASSIGNMENT OF RENTS 200002044 Page 3
<br />Loan No (Continued)
<br />of the Note and be apportioned among and be payable with any installment payments to become due during either (i) the term of any applicable
<br />insurance policy or (ii) the remaining term of the Note, or (c) be treated as a balloon payment which will be due and payable at the Note's maturity.
<br />This Assignment also will secure payment of these amounts. The rights provided for in this paragraph shall be in addition to any other rights or any
<br />remedies to which Lender may be entitled on account of the default. Any such action by Lender shall not be construed as curing the default so as to
<br />bar Lender from any remedy that it otherwise would have had.
<br />DEFAULT. Each of the following, at the option of Lender, shall constitute an event of default ( "Event of Default ") under this Assignment:
<br />Default on Indebtedness. Failure of Borrower to make any payment when due on the Indebtedness.
<br />Compliance Default. Failure of Grantor or Borrower to comply with any other term, obligation, covenant or condition contained in this
<br />Assignment, the Note or in any of the Related Documents.
<br />Default in Favor of Third Parties. Should Borrower or any Grantor default under any loan, extension of credit, security agreement, purchase
<br />or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or
<br />Borrower's or any Grantor's ability to repay the Loans or perform their respective obligations under this Assignment or any of the Related
<br />Documents.
<br />False Statements. Any warranty, representation or statement made or furnished to Lender by or on behalf of Grantor or Borrower under this
<br />Assignment, the Note or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished.
<br />Defective Collateral ization. This Assignment or any of the Related Documents ceases to be in full force and effect (including failure of any
<br />collateral documents to create a valid and perfected security interest or lien) at any time and for any reason.
<br />Other Defaults. Failure of Grantor or Borrower to comply with any term, obligation, covenant, or condition contained in any other agreement
<br />between Grantor or Borrower and Lender.
<br />Death or Insolvency. The dissolution or termination of Grantor or Borrower's existence as a going business or the death of any partner, the
<br />insolvency of Grantor or Borrower, the appointment of a receiver for any part of Grantor or Borrower's property, any assignment for the benefit
<br />of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against
<br />Grantor or Borrower.
<br />Foreclosure, Forfeiture, etc. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self —help, repossession
<br />or any other method, by any creditor of Grantor or by any governmental agency against any of the Property. However, this subsection shall not
<br />apply in the event of a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the foreclosure or
<br />forefeiture proceeding, provided that Grantor gives Lender written notice of such claim and furnishes reserves or a surety bond for the claim
<br />satisfactory to Lender.
<br />Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor
<br />dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. Lender, at its option,
<br />may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a
<br />manner satisfactory to Lender, and, in doing so, cure the Event of Default.
<br />Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or
<br />performance of the Indebtedness is impaired.
<br />Insecurity. Lender in good faith deems itself insecure.
<br />Right to Cure. If such a failure is curable and if Grantor or Borrower has not been given a notice of a breach of the same provision of this
<br />Assignment within the preceding twelve (12) months, it may be cured (and no Event of Default will have occurred) if Grantor or Borrower, after
<br />Lender sends written notice demanding cure of such failure: (a) cures the failure within fifteen (15) days; or (b) if the cure requires more than
<br />fifteen (15) days, immediately initiates steps sufficient to cure the failure and thereafter continues and completes all reasonable and necessary
<br />steps sufficient to produce compliance as soon as reasonably practical.
<br />RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter, Lender may exercise any one or
<br />more of the following rights and 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 and payable, including
<br />any prepayment penalty which Borrower would be required to pay.
<br />Collect Rents. Lender shall have the right, without notice to Grantor or Borrower, to take possession of the Property and collect the Rents,
<br />including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance
<br />of this right, Lender shall have all the rights provided for in the Lender's Right to Collect Section, above. If the Rents are collected by Lender,
<br />then Grantor irrevocably designates Lender as Grantor's attorney —in —fact to endorse instruments received in payment thereof in the name of
<br />Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand
<br />shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise
<br />its rights under this subparagraph either in person, by agent, or through a receiver.
<br />Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power
<br />to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply
<br />the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law.
<br />Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a
<br />substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver.
<br />Other Remedies. Lender shall have all other rights and remedies provided in this Assignment or the Note or by law.
<br />Waiver; Election of Remedies. A waiver by any party of a breach of a provision of this Assignment shall not constitute a waiver of or prejudice
<br />the party's rights otherwise to demand strict compliance with that provision or any other provision. Election by Lender to pursue any remedy
<br />shall not exclude pursuit of any other remedy, and an election to make expenditures or take action to perform an obligation of Grantor or
<br />Borrower under this Assignment after failure of Grantor or Borrower to perform shall not affect Lender's right to declare a default and exercise its
<br />remedies under this Assignment.
<br />Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Assignment, Lender shall be entitled to
<br />recover such sum as the court may adjudge reasonable as attorneys' fees at trial and on any appeal. Whether or not any court action is
<br />involved, all reasonable expenses incurred by Lender that in Lender's opinion are necessary at any time for the protection of its interest or the
<br />enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest from the date of expenditure until
<br />repaid at the rate provided for in the Note. Expenses covered by this paragraph include, without limitation, however subject to any limits under
<br />applicable law, Lender's attorneys' fees and Lender's legal expenses whether or not there is a lawsuit, including attorneys' fees for bankruptcy
<br />proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals and any anticipated post — judgment collection
<br />services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees, and title
<br />insurance, to the extent permitted by applicable law. Borrower also will pay any court costs, in addition to all other sums provided by law.
<br />MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Assignment:
<br />Amendments. This Assignment, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to
<br />the matters set forth in this Assignment. No alteration of or amendment to this Assignment shall be effective unless given in writing and signed
<br />by the party or parties sought to be charged or bound by the alteration or amendment.
<br />Applicable Law. This Assignment has been delivered to Lender and accepted by Lender in the State of Nebraska. This Assignment
<br />shall be governed by and construed in accordance with the laws of the State of Nebraska.
<br />Multiple Parties. All obligations of Grantor and Borrower under this Assignment shall be joint and several, and all references to Grantor shall
<br />mean each and every Grantor, and all references to Borrower shall mean each and every Borrower. This means that each of the persons
<br />signing below is responsible for all obligations in this Assignment.
<br />No Modification. Grantor shall not enter into any agreement with the holder of any mortgage, deed of trust, or other security agreement which
<br />has priority over this Assignment by which that agreement is modified, amended, extended, or renewed without the prior written consent of
<br />Lender. Grantor shall neither request nor accept any future advances under any such security agreement without the prior written consent of
<br />Lender.
<br />Severability. If a court of competent jurisdiction finds any provision of this Assignment to be invalid or unenforceable as to any person or
<br />circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any
<br />such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision
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