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%022020.5'2
<br />ASSIGNMENT OF RENTS
<br />(Continued) Page 3
<br />against Borrower or Grantor.
<br />Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial
<br />proceeding, self-help, repossession or any other method, by any creditor of Borrower or Grantor or by any
<br />governmental agency against the Rents or any property securing the Indebtedness. This includes a garnishment of
<br />any of Borrower's or Grantor's accounts, including deposit accounts, with Lender. However, this Event of Default
<br />shall not apply if there is a good faith dispute by Borrower or Grantor as to the validity or reasonableness of the
<br />claim which is the basis of the creditor or forfeiture proceeding and if Borrower or Grantor gives Lender written
<br />notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or
<br />forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or
<br />bond for the dispute.
<br />Property Damage or Loss. The Property is lost, stolen, substantially damaged, sold, or borrowed against.
<br />Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety,
<br />or accommodation party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party
<br />dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the
<br />Indebtedness.
<br />Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the
<br />prospect of payment or performance of the Indebtedness is impaired.
<br />Insecurity. Lender in good faith believes itself insecure.
<br />RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter, Lender
<br />may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided
<br />by law:
<br />Accelerate Indebtedness. Lender shall have the right at its option to declare the entire Indebtedness immediately
<br />due and payable, including any prepayment premium that Borrower would be required to pay.
<br />Collect Rents. Lender shall have the right, without notice to Borrower or Grantor, to take possession of the
<br />Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and
<br />above Lender's costs, against the Indebtedness. In furtherance of this right, Lender shall have all the rights
<br />provided for in the Lender's Right to Receive and Collect Rents Section, above. If the Rents are collected by
<br />Lender, then Grantor irrevocably designates Lender as Grantor's attorney-in-fact to endorse instruments received in
<br />payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants
<br />or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are
<br />made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this
<br />subparagraph either in person, by agent, or through a receiver.
<br />Other Remedies. Lender shall have all other rights and remedies provided in this Assignment or the Note or by
<br />law.
<br />Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and
<br />an election to make expenditures or to take action to perform an obligation of Grantor under this Assignment, after
<br />Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies.
<br />Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Assignment,
<br />Lender shall be entitled to recover such sum as the court may adjudge reasonable as Lender's attorneys' fees at
<br />trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law, all
<br />reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its
<br />interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear
<br />interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include,
<br />without limitation, however subject to any limits under applicable law, Lender's Lender's reasonable attorneys' fees
<br />and Lender's legal expenses, whether or not there is a lawsuit, including Lender's reasonable attorneys' fees and
<br />expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction),
<br />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
<br />Trustee, to the extent permitted by applicable law. Grantor also will pay any court costs, in addition to all other
<br />sums provided by law. In the event of foreclosure of this Assignment, Lender shall be entitled to recover from
<br />Borrower or Grantor Lender's reasonable attorneys' fees and actual disbursements that Lender necessarily incurs in
<br />pursuing such foreclosure.
<br />ELECTRONIC COPIES. Lender may copy, electronically or otherwise, and thereafter destroy, the originals of this
<br />Agreement and/or Related Documents in the regular course of Lender's business. All such copies produced from an
<br />electronic form or by any other reliable means (i.e., photographic image or facsimile) shall in all respects be considered
<br />equivalent to an original, and 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 Assignment:
<br />Amendments. This Assignment, together with any Related Documents, constitutes the entire understanding and
<br />agreement of the parties as to the matters set forth in this Assignment. No alteration of or amendment to this
<br />Assignment shall be effective unless given in writing and signed by the party or parties sought to be charged or
<br />bound by the alteration or amendment.
<br />Caption Headings. Caption headings in this Assignment are for convenience purposes only and are not to be used
<br />to interpret or define the provisions of this Assignment.
<br />Governing Law. With respect to procedural matters related to the perfection and enforcement of Lender's rights
<br />against the Property, this Assignment 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. In all other respects, this Assignment will be
<br />governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the
<br />State of Texas without regard to its conflicts of law provisions. However, if there ever is a question about
<br />whether any provision of this Assignment is valid or enforceable, the provision that is questioned will be governed
<br />by whichever state or federal law would find the provision to be valid and enforceable. The loan transaction that is
<br />evidenced by the Note and this Assignment has been applied for, considered, approved and made, and all
<br />necessary loan documents have been accepted by Lender in the State of Texas.
<br />Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the
<br />courts of Hall County, State of Nebraska.
<br />Joint and Several Liability. All obligations of Borrower and Grantor under this Assignment shall be joint and
<br />several, and all references to Grantor shall mean each and every Grantor, and all references to Borrower shall mean
<br />each and every Borrower. This means that each Grantor signing below is responsible for all obligations in this
<br />Assignment. Where any one or more of the parties is a corporation, partnership, limited liability company or similar
<br />entity, it is not necessary for Lender to inquire into the powers of any of the officers, directors, partners, members,
<br />or other agents acting or purporting to act on the entity's behalf, and any obligations made or created in reliance
<br />upon the professed exercise of such powers shall be guaranteed under this Assignment.
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