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<br />5. Remedies of Lender.
<br />a. Upon the occurrence of an Event of Default, Lender shall, subject to the
<br />Liens granted in connection with the Wells Bond Financings (as defined in the Credit
<br />Agreement), have the following rights and remedies, all of which are cumulative, in
<br />addition to all other rights and remedies provided under the Loan Documents, or any
<br />other agreement between Borrower and Lender, or otherwise available at law or in
<br />equity or by statute:
<br />i. Lender may, at any time without notice, either in person, by agent
<br />or by a court- appointed receiver, regardless of the adequacy of Lender's security,
<br />enter upon and take possession and control of the Trust Property, or any part
<br />thereof, to perform all acts necessary and appropriate to operate and maintain
<br />the Trust Property, including, but not limited to, execute, cancel or modify the
<br />Leases, make repairs to the Trust Property, execute or terminate contracts
<br />providing for the management or maintenance of the Trust Property , all on such
<br />terms as are deemed best to protect the security of this Assignment, in Lender's
<br />sole discretion, and in Lender's or Borrower's name, sue for or otherwise collect
<br />such Rents from the Trust Property as specified in this Assignment as the same
<br />become due and payable, including, but not limited to, Rents then due and
<br />unpaid; and
<br />ii. Lender shall be deemed to be the creditor of each Tenant in
<br />respect of any assignments for the benefit of creditors and any bankruptcy,
<br />arrangement, reorganization, insolvency, dissolution, receivership or other
<br />debtor - relief proceedings affecting the Tenant (without obligation on the part of
<br />Lender, however, to file timely claims in such proceedings or otherwise pursue
<br />creditor's rights therein).
<br />b. All Rents collected subsequent to the occurrence of any Event of Default
<br />shall be applied at the discretion of, and in such order as determined by, Lender to the
<br />costs, if any, of taking possession and control of and managing the Trust Property and
<br />collecting such amounts, including reasonable attorneys' fees, receiver's fees, premiums
<br />on receiver's bonds, costs of repairs to the Trust Property, premiums on insurance
<br />policies, taxes, assessments and other charges on the Trust Property, and the costs of
<br />discharging any obligation or liability of Borrower as lessor or landlord of the Trust
<br />Property and to the Obligations. Lender or the receiver shall have access to the books
<br />and records used in the operation and maintenance of the Trust Property and shall be
<br />liable to account only for those Rents actually received. Lender shall not be liable to
<br />Borrower, anyone claiming under or through Borrower, or anyone having an interest in
<br />the Trust Property by reason of anything done or left undone by Lender hereunder.
<br />C. Lender shall have the right to notify all Tenants of an Event of Default and
<br />to direct the Tenants to thereafter pay all Rents to Lender, and Lender shall be entitled
<br />to receive the Rents without appointment of a receiver or other court action. All Tenants
<br />and guarantors of Leases are hereby authorized to rely upon and comply with any notice
<br />from Lender to begin paying the Rents to Lender, and all such Rents paid to Lender
<br />shall be in satisfaction of the Tenants' obligations under the Leases, and Borrower shall
<br />have no claim against any Tenant for any such Rents paid to Lender pursuant to such
<br />notice.
<br />DOCS 146914.3 1582098 4
<br />Grand Island
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