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<br />taking any such actions pursuant to this paragraph shall become part of the Indebtedness, shall
<br />bear interest at the rate provided in the Note, and shall be payable by Borrower to Lender on
<br />demand. Lender shall have no liability to Borrower or to any third party for any actions taken by
<br />Lender or not taken pursuant to this paragraph.
<br />16. REMEDIES CUMULATIVE. Each remedy provided in this Instrument is
<br />distinct and cumulative to all other rights or remedies under this Instrument or afforded by law or
<br />equity, and may be exercised concurrently, independently, or successively, in any order
<br />whatsoever.
<br />17. TRANSFERS OF THE PROPERTY OR BENEFICIAL INTERESTS IN
<br />BORROWER; SUBORDINATE FINANCING PROHIBITED; ASSUMPTION. Lender may, at
<br />its option, declare all sums secured by this Instrument to be immediately due and payable, and
<br />Lender may invoke any remedies permitted by Section 26 of this Instrument, if title to the
<br />Property is changed without the prior written consent of Lender, which consent shall be at
<br />Lender's sole discretion. Any transfer of any interest in the Property or in the income therefrom,
<br />by sale, lease (except for Leases to tenants in the ordinary course of managing income property
<br />which are approved by Lender pursuant to Section 15 of this Instrument), contract, mortgage,
<br />deed of trust, further encumbrance or otherwise (including any such transfers as security for
<br />additional financing of the Property), and any change in the ownership interests in Borrower
<br />(including any transfer, pledge, assignment, or hypothecation of, or other change in the
<br />ownership interests of any legal entities which comprise or control Borrower), shall be
<br />considered a change of title, except transfers and changes in ownership by devise or descent.
<br />Leasehold deeds of trust and collateral assignments of any Lease of the Property given by tenants
<br />of the Property are prohibited without the prior written consent of Lender, which consent may be
<br />withheld in Lender's sole discretion. Notwithstanding the foregoing, additional but subordinate
<br />deeds of trust may be granted to Lender and, subject to the prior written consent of Lender,
<br />which consent may be withheld in Lender's sole discretion, may be granted to entities owned by
<br />or under common control with Lender.
<br />Lender shall have the right to condition its consent to any proposed sale or transfer
<br />described in this Section 17 upon, among other things, Lender's approval of the transferee's
<br />creditworthiness and management ability, and the transferee's execution, prior to the sale or
<br />transfer, of a written assumption agreement containing such terms as Lender may require,
<br />including, if required by Lender, the imposition of an assumption fee of one percent (1 %) of the
<br />then outstanding balance of the Indebtedness. Consent by Lender to one transfer of the Property
<br />shall not constitute consent to subsequent transfers or waiver of the provisions of this Section 17.
<br />No transfer by Borrower shall relieve Borrower of liability for payment of the Indebtedness.,
<br />unless Lender shall otherwise agree in writing at the time of such transfer. Borrower shall pay
<br />any recording tax, recording cost, title insurance premium, attorneys' fees, or other third -party
<br />expenses incurred by Lender in connection with any transfer, whether or not consent is required.
<br />Notwithstanding anything to the contrary contained in this Section 17, transfer of an
<br />ownership interest in the Borrower shall be allowed to immediate family members or Offutt
<br />family -owned entities for estate planning purposes without payment of the one percent (1 %)
<br />assumption fee, but subject to the approval of Lender, which approval shall not be unreasonably
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<br />01- 288814.04
<br />Grand Island, NE
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