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<br />H. Personal Property. Assignor will not sell or remove any personal property on the Property, unless
<br />Assignor replaces this personal property with like kind for the same or better value.
<br />I. Prosecution and Defense of Claims. Assignor will appear in and prosecute its claims or defend its title to
<br />the Leases and Rents against any claims that would impair Assignor's interest under this Assignment and, on
<br />Lender's request, Assignor will also appear in any action or proceeding on behalf of Lender. Assignor agrees
<br />to assign to Lender, as requested by Lender, any right, claims or defenses which Assignor may have against
<br />parties who supply labor or materials to improve or maintain the leaseholds subject to the Leases and /or the
<br />Property.
<br />J. Liability and Indemnification. Lender does not assume or become liable for the Property's maintenance,
<br />depreciation, or other losses or damages when Lender acts to manage, protect or preserve the Property,
<br />except for losses or damages due to Lender's gross negligence or intentional torts. Otherwise, Assignor will
<br />indemnify Lender and hold Lender harmless for all liability, loss or damage that Lender may incur when
<br />Lender opts to exercise any of its remedies against any party obligated under the Leases.
<br />K. Leasehold Estate. Assignor will not cause or permit the leasehold estate under the Leases to merge with
<br />Assignor's reversionary interest, and agrees that the Leases shall remain in full force and effect regardless of
<br />any merger of the Assignor's interests and of any merger of the interests of Assignor and any party obligated
<br />under the Leases.
<br />L. Insolvency. Lender will be the creditor of each tenant and of anyone else obligated under the Leases who
<br />is subject to an assignment for the benefit of creditors, an insolvency, a dissolution or a receivership
<br />proceeding, or a bankruptcy.
<br />12. DEFAULT. Assignor will be in default if any of the following occur:
<br />A. Payments. Assignor fails to make a payment in full when due.
<br />B. Insolvency or Bankruptcy. Any legal entity obligated on the Secured Debts makes an assignment for the
<br />benefit of creditors or become insolvent, either because its liabilities exceed its assets or it is unable to pay
<br />its debts as they become due; or it petitions for protection under federal, state or local bankruptcy,
<br />insolvency or debtor relief laws, or is the subject of a petition or action under such laws and fails to have the
<br />petition or action dismissed within a reasonable period of time not to exceed 60 days.
<br />C. Death or Incompetency. Assignor dies or is declared legally incompetent.
<br />D. Failure to Perform. Assignor fails to perform any condition or to keep any promise or covenant of this
<br />Assignment.
<br />E. Other Documents. A default occurs under the terms of any other transaction document.
<br />F. Other Agreements. Assignor is in default on any other debt or agreement Assignor has with Lender.
<br />G. Misrepresentation. Assignor makes any verbal or written statement or provides any financial information
<br />that is untrue, inaccurate, or conceals a material fact at the time it is made or provided.
<br />H. Judgment. Assignor fails to satisfy or appeal any judgment against Assignor.
<br />I. Forfeiture. The Property is used in a manner or for a purpose that threatens confiscation by a iegal
<br />authority.
<br />J. Name Change. Assignor changes Assignor's name or assumes an additional name without notifying
<br />Lender before making such a change.
<br />K. Property Transfer. Assignor transfers all or a substantial part of Assignor's money or property. This
<br />condition of default, as it relates to the transfer of the Property, is subject to the restrictions contained in the
<br />DUE ON SALE section.
<br />L. Property Value. The value of the Property declines or is impaired.
<br />M. Insecurity. Lender reasonably believes that Lender is insecure.
<br />13. REMEDIES. After Assignor defaults, and after Lender gives any legally required notice and opportunity to
<br />cure the default, Lender may at Lender's option do any one or more of the following.
<br />A. Acceleration. Lender may make all or any part of the amount owing by the terms of the Secured Debts
<br />immediately due.
<br />B. Additional Security. Lender may demand additional security or additional parties to be obligated to pay
<br />the Secured Debts.
<br />C. Sources. Lender may use any and all remedies Lender has under Nebraska or federal law or in any
<br />instrument evidencing or pertaining to the Secured Debts.
<br />D. Insurance Benefits. Lender may make a claim for any and all insurance benefits or refunds that may be
<br />available on Assignor's default.
<br />E. Payments Made On Assignor's Behalf. Amounts advanced on Assignor's behalf will be immediately due
<br />and may be added to the Secured Debts.
<br />F. Rents. Lender may terminate Assignor's right to collect Rents and directly collect and retain Rents in
<br />Lender's name without taking possession of the Property and to demand, collect, receive, and sue for the
<br />Rents, giving proper receipts and releases. In addition, after deducting all reasonable expenses of collection
<br />from any collected and retained Rents, Lender may apply the balance as provided for by the Secured Debts.
<br />G. Entry. Lender may enter, take possession, manage and operate all or any part of the Property; make,
<br />modify, enforce or cancel or accept the surrender of any Leases; obtain or evict any tenants or licensees;
<br />increase or reduce Rents; decorate, clean and make repairs or do any other act or incur any other cost
<br />Lender deems proper to protect the Property as fully as Assignor could do. Any funds collected from the
<br />operation of the Property may be applied in such order as Lender may deem proper, including, but not limited
<br />to, payment of the following: operating expenses, management, brokerage, attorneys' and accountants'
<br />fees, the Secured Debts, and toward the maintenance of reserves for repair or replacement. Lender may
<br />take such action without regard to the adequacy of the security, with or without any action or proceeding,
<br />M. Westerby, Inc.
<br />Nebraska Assignment of Leases and Rents Initials
<br />NE/ 4XXX2059000505900003326055090401Y 11996 Bankers Systems, Inc., St. Cloud, MN E5c15?tC Page 4
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