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2000081rU
<br />J. Lender has the right, but not the obligation, to perform any of Assignor's obligations under this section at
<br />Assignor's expense.
<br />K. As a consequence of any breach of any representation, warranty or promise 'made in this section, (1)
<br />Assignor will indemnify and hold Lender. and Lender's successors or assigns harmless from and against all
<br />losses, claims, : demands, liabilities; damages, cleanup, response and remediation costs, penalties and
<br />expenses, including without limitation all costs of litigation and attorneys' fees, which Lender and Lender's
<br />successors or assigns may sustain; and (2) at Lender's discretion, Lender may release this Assignment and in
<br />return Assignor will provide Lender with collateral of at least equal value to the Property secured by this
<br />Assignment without prejudice to any of Lender's rights under this Assignment.
<br />L. Notwithstanding any of the language contained in this Assignment to the contrary, the terms of this
<br />section will survive any foreclosure or satisfaction of this Assignment regardless of any passage of title to
<br />Lender or any disposition by Lender of any or all of the Property. Any claims and defenses to the contrary
<br />are hereby waived.
<br />8. CONDEMNATION.. Assignor will give Lender prompt notice of any pending or threatened action by private or
<br />public entities to, purchase -orietake any Or'all of the, Property through condemnation, eminent domain, or any
<br />other means. Assignor authorizes Lender to intervene in Assignor's name in any of the above described actions
<br />or claims. Assignor assigns to Lender, the_ proceeds of. any award or claim for damages connected with a
<br />condemnation or other taking of all or any part of the Property. Such proceeds will be considered payments and
<br />will be applied as provided in this Assignment. This assignment of proceeds is subject to the terms of any prior
<br />mortgage, deed of trust, security agreement or other lien document.
<br />9. DUE ON SALE. Lender may, at its option, declare the entire balance of the Secured Debts to be immediately
<br />due and payable upon the creation of, or contract for the creation of, a transfer or sale of the Property. This
<br />right is subject to the restrictions imposed by federal law governing the preemption of state due -on -sale laws,
<br />as applicable.
<br />10. TRANSFER OF AN INTEREST IN THE ASSIGNOR. If Assignor is an entity other than a natural person (such
<br />as a corporation or other organization), Lender may demand immediate payment if:
<br />A. A beneficial interest in Assignor is sold or transferred.
<br />B. There is a change in either the identity or number of members of a partnership or similar entity.
<br />C. There is a change in ownership of more than 25 percent of the voting stock of a corporation or similar
<br />entity.
<br />However, Lender may not demand payment in the above situations if it is prohibited by law as of the date of
<br />this Assignment.
<br />1.1. WARRANTIES AND REPRESENTATIONS. Assignor makes to Lender the following warranties and
<br />representatioris which will continue as long as this Assignment is in effect:
<br />A. Power. Assignor is duly organized, and validly existing and in good standing in all jurisdictions in which
<br />Assignor, operates. Assignor has the power and authority to enter into this transaction and to carry on
<br />Assignor's business or activity as it is now being conducted and, as applicable, is qualified to do so in each
<br />jurisdiction in which Assignor operates.
<br />B. Authority. The execution, delivery and performance of this Assignment and the obligation evidenced by
<br />this Assignment are within Assignor's powers, have been duly authorized, have received all necessary
<br />governmental approval, will not violate any provision of law, or order of court or governmental agency, and
<br />will not violate any agreement to which Assignor is a party or to which Assignor is or any of Assignor's
<br />property is subject.
<br />C. Name and Place of Business. Other than previously disclosed in writing to Lender, Assignor has not
<br />changed, Assignor's name or principal place of business within the last 10 years and has not used any other
<br />trade or fictitious ' name. Without Lender's prior written consent, - Assignor 'does not and will not use any
<br />other name and will preserve Assignor's existing name, trade names and franchises.
<br />D. Title. Assignor has good title to the Leases, Rents, and Property and has the right to assign, grant and
<br />convey to Lender as additional security the Leases and Rents, and no other person has any right in the
<br />Leases and Rents.
<br />E. Recordation. Assignor has recorded the Leases as required by law or as otherwise prudent for the type
<br />and use of the Property.
<br />F. Default. No default exists under the Leases, and the parties subject to the Leases have not violated any
<br />applicable law on leases, licenses and landlords and tenants. Assignor, at its sole cost and expense, will
<br />keep, observe and po;k wn and -requ• t�vaimP19 °-with the Leases and any -
<br />applicable law. If Assignor or any party to the Lease defaults or fails to observe any applicable law, Assignor
<br />will promptly notify Lender.
<br />G. Lease Modification. Assignor has not sublet, modified, extended, canceled, or otherwise altered the
<br />Leases, or accepted the surrender of the Property covered by the Leases (unless the Leases so require).
<br />H. Encumbrance. Assignor has not assigned, compromised, subordinated or encumbered the Leases and
<br />Rents.
<br />12. COVENANTS. Assignor agrees to the following covenants:
<br />A. Rent Abatement and Insurance. When any Lease provides for an abatement of Rents due to fire, flood or
<br />other casualty, Assignor will insure against this risk of loss with a policy satisfactory to Lender. Assignor
<br />may choose the insurance company, subject to Lender's approval, which will not be unreasonably withheld.
<br />B. Copies of Leases. Assignor will promptly provide Lender with copies of the Leases and 'wll' certify •these
<br />Leases are true and correct copies. The existing Leases will be provided on execution of the Assignment,
<br />and all future Leases and any other information with respect to these Leases will be provided immediately
<br />after they are executed.
<br />Omaha Paper Stock Company, Inc. A.
<br />Nebraska Assignment of Leases and Rants ' ` Initials
<br />NE/ 3LESUE06A9000000000000003000000031 n2 ®1996 Bankers Svstems, Inc., St. Cloud, MN Page 3
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