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201907120 <br />representations or agreements of any kind have been made to Beneficiary which would limit or qualify in any way the terms of <br />this Subordination; (B) this Subordination is executed at Borrower's request and not at the request of Lender; (C) Lender has <br />made no representation to Beneficiary as to the creditworthiness of Borrower; and (D) Beneficiary has established adequate <br />means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Beneficiary <br />agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect <br />Beneficiary's risks under this Subordination, and Beneficiary further agrees that Lender shall have no obligation to disclose to <br />Beneficiary information or material acquired by Lender in the course of its relationship with Beneficiary. <br />BENEFICIARY WAIVERS. Beneficiary waives any right to require Lender: (A) to make, extend, renew, or modify any loan to <br />Borrower or to grant any other financial accommodations to Borrower whatsoever; (B) to make any presentment, protest, <br />demand, or notice of any kind, including notice of any nonpayment of any Superior Indebtedness secured by Lender's Lien, or <br />notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the <br />Superior Indebtedness, or in connection with the creation of new or additional indebtedness; (C) to resort for payment or to <br />proceed directly or at once against any person, including Borrower; (D) to proceed directly against or exhaust any collateral <br />held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any <br />public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable <br />provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any <br />act or omission of any kind, at any time, with respect to any matter whatsoever. <br />LENDER'S RIGHTS. Lender may take or omit any and all actions with respect to Lender's Lien without affecting whatsoever <br />any of Lender's rights under this Subordination. In particular, without limitation, Lender may, without notice of any kind to <br />Beneficiary, (A) make one or more additional secured or unsecured loans to Borrower; (B) repeatedly alter, compromise, <br />renew, extend, accelerate, or otherwise change the time for payment or other terms of the Superior Indebtedness or any part of <br />it, including increases and decreases of the rate of interest on the Superior Indebtedness; extensions may be repeated and may <br />be for longer than the original loan term; (C) take and hold collateral for the payment of the Superior Indebtedness, and <br />exchange, enforce, waive, and release any such collateral, with or without the substitution of new collateral; (D) release, <br />substitute, agree not to sue, or deal with any one or more of Borrowers sureties, endorsers, or guarantors on any terms or <br />manner Lender chooses; (E) determine how, when and what application of payments and credits, shall be made on the <br />Superior Indebtedness; (F) apply such security and direct the order or manner of sale of the security, as Lender in its <br />discretion may determine; and (G) transfer this Subordination to another party. <br />DEFAULT BY BORROWER. If Borrower becomes insolvent or bankrupt, this Subordination shall remain in full force and effect. <br />Any default by Borrower under the terms of the Subordinated Indebtedness also shall constitute an event of default under the <br />terms of the Superior Indebtedness in favor of Lender. <br />ELECTRONIC COPIES. Lender may copy, electronically or otherwise, and thereafter destroy, the originals of this Agreement <br />and/or Related Documents in the regular course of Lender' s business. All such copies produced from an electronic form or by <br />any other reliable means (i.e., photographic image or facsimile) shall in all respects be considered equivalent to an original, and <br />Borrower hereby waives any rights or objections to the use of such copies. <br />MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Subordination: <br />Amendments. This Subordination constitutes the entire understanding and agreement of the parties as to the matters set <br />forth in this Subordination. No alteration of or amendment to this Subordination shall be effective unless given in writing <br />and signed by the party or parties sought to be charged or bound by the alteration or amendment. <br />Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Subordination, <br />Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any <br />appeal. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable expenses <br />Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its <br />rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of <br />the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits <br />under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including <br />attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or <br />injunction), appeals, and any anticipated post -judgment collection services, the cost of searching records, obtaining title <br />reports (including foreclosure reports), surveyors' reports, and appraisal fees, title insurance, and fees for the Trustee, to <br />the extent permitted by applicable law. Beneficiary also will pay any court costs, in addition to all other sums provided by <br />law. <br />Authority. The person who signs this Subordination as or on behalf of Beneficiary represents and warrants that he or she <br />has authority to execute this Subordination and to subordinate the Subordinated Indebtedness and the Beneficiary's <br />security interests in Beneficiary's property, if any. <br />Caption Headings. Caption headings in this Subordination are for convenience purposes only and are not to be used to <br />interpret or define the provisions of this Subordination. <br />Governing Law. This Subordination will be governed by federal law applicable to Lender and, to the extent not <br />preempted by federal law, the laws of the State of Nebraska without regard to its conflicts of law provisions. This <br />Subordination has been accepted by Lender in the State of Nebraska. <br />Choice of Venue. If there is a lawsuit, Beneficiary agrees upon Lender's request to submit to the jurisdiction of the courts <br />of Lancaster County, State of Nebraska. <br />Successors. This Subordination shall extend to and bind the respective heirs, personal representatives, successors and <br />assigns of the parties to this Subordination, and the covenants of Beneficiary herein in favor of Lender shall extend to, <br />include, and be enforceable by any transferee or endorsee to whom Lender may transfer any or all of the Superior <br />Indebtedness. <br />No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Subordination unless such <br />waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall <br />operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Subordination shall not <br />prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other <br />provision of this Subordination. No prior waiver by Lender, nor any course of dealing between Lender and Beneficiary, <br />shall constitute a waiver of any of Lender's rights or of any of Beneficiary's obligations as to any future transactions. <br />Whenever the consent of Lender is required under this Subordination, the granting of such consent by Lender in any <br />instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases <br />such consent may be granted or withheld in the sole discretion of Lender. <br />EACH PARTY TO THIS SUBORDINATION ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS <br />SUBO�RD ATION, AND EACH PARTY AGREES TO ITS TERMS. THIS SUBORDINATION IS DATED OCTOBER <br />' 2019. <br />BORROWER: <br />RMA INVESTMENTS, L.L.C. <br />By: A.A.I., INC., Manager of RMA INVESTMENTS, L.L.C. <br />By: <br />Michael D Anderson, President of A.A.I., INC. <br />