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200109050
<br />(all such indebtedness and liabilities being herein collectively referred to as the "Indebtedness "), does
<br />hereby absolutely and irrevocably grant, bargain and sell, transfer, assign, convey and confirm, grant a
<br />security interest in (as provided at Sections 52 -1701 through 52 -1708, Revised Statutes of the State of
<br />Nebraska) and set over and deliver unto Assignee all right, title and interest of Assignor in, under and to
<br />those certain leases and lease guaranties, if any, together with any and all future leases and lease
<br />guaranties hereinafter entered into by Assignor, relating to the Premises described in Exhibit A attached
<br />hereto and made a part hereof, and all amendments, extensions, renewals or modifications of said leases
<br />and lease guaranties, all of which are hereinafter referred to as the "Leases "; and the immediate and
<br />continuing right to receive and collect all rents, income and profits which may now or hereafter be or
<br />become due or owing under the Leases; and all income, profits, revenues, royalties, bonuses, accounts,
<br />accounts receivable, equitable and contract rights, proceeds payable under any policy of insurance
<br />covering loss of rents for any cause, condemnation proceeds, general intangibles and benefits in any way
<br />pertaining to or on account of the use of the Premises.
<br />Assignor warrants, covenants and agrees with Assignee as follows:
<br />1. Assignor is the sole owner of the entire lessor's interest in the Leases, and has not
<br />executed any other assignment of any of the Leases or the rents, income, profits, and benefits accruing
<br />from the Premises, except for the lien given to LaSalle Bank National Association (the "Credit
<br />Enhancer ") to secure the obligations of Assignor to the Credit Enhancer under the Reimbursement
<br />Agreement dated as of September 1, 2001, relating to the issuance of the Credit Enhancer's letter of credit
<br />in the original principal amount of $6,478,905.00 to Assignee, and the lien given to Pedcor Investments,
<br />A Limited Liability Company (the "Company Guarantor ") to secure the loan of $500,000.00, and has not
<br />done and shall not do anything which might prevent Assignee from fully exercising its rights under this
<br />Assignment.
<br />2. No Leases have been or will be entered into except for actual occupancy of the Premises
<br />by the lessees thereunder.
<br />3. There are no defaults now existing under any of the Leases and there exists no state of
<br />facts which, with the giving of notice or lapse of time or both, would constitute a default under any of the
<br />Leases; Assignor will fulfill or perform each and every condition and covenant of each of the Leases by
<br />lessor to be fulfilled or performed.
<br />5. Assignor has not collected or accepted payment of rent under any of the Leases more
<br />than one (1) month in advance.
<br />6. Except in the ordinary course of business, Assignor shall not, without the prior written
<br />consent of Assignee, (i) execute any other assignment of the rents, income, profits and benefits accruing
<br />from the Premises, or (ii) terminate or consent to the cancellation or surrender of any Leases or tenancy of
<br />the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of six
<br />(6) months or more, or (iii) modify, alter or amend any Lease or tenancy including, without limitation,
<br />shortening the unexpired term thereof or decreasing the amount of the rents payable thereunder, or
<br />(iv) accept prepayments more than thirty (30) days prior to the due date of any installment of rents to
<br />become due and payable under any Leases or tenancies, or (v) cause or permit any Leases or tenancies to
<br />be subordinated to any lien on the Premises, except the lien of the Deed of Trust referenced below or the
<br />lien to the Credit Enhancer or the Company Guarantor.
<br />K
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