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<br />11. PROPERTY CONDITION, ALTERATIONS AND INSPECTION. Grantor will keep the Property in
<br />good condition and make all repairs that are reasonably necessary. Grantor will not
<br />commit or allow any waste, impairment, or deterioration of the Property. Grantor will
<br />keep the Property free of noxious weeds and grasses. Grantor agrees that the nature
<br />of the occupancy and use will not substantially change without Lender's prior written
<br />consent. Grantor will not permit any change in any license, restrictive covenant or
<br />easement without Lender's prior written consent. Grantor will notify Lender of all
<br />demands, proceedings, claims, and actions against Grantor, and of any loss or damage
<br />to the Property.
<br />No portion of the Property will be removed, demolished or materially altered without
<br />Lender's prior written consent except that Grantor has the right to remove items of
<br />personal property comprising a part of the Property that become worn or obsolete,
<br />provided that such personal property is replaced with other personal property at least
<br />equal in value to the replaced personal property, free from any title retention
<br />device, security agreement or other encumbrance. Such replacement of personal
<br />property will be deemed subject to the security interest created by this Security
<br />Instrument. Grantor will not partition or subdivide the Property without Lender's
<br />prior written consent.
<br />Lender or Lender's agents may, at Lender's option, enter the Property at any
<br />reasonable time for the purpose of inspecting the Property. Lender will give Grantor
<br />notice at the time of or before an inspection specifying a reasonable purpose for the
<br />inspection. Any inspection of the Property will be entirely for Lender's benefit and
<br />Grantor will in no way rely on Lender's inspection.
<br />12. AUTHORITY TO PERFORM. If Grantor fails to perform any duty or any of the covenants
<br />contained in this Security Instrument, Lender may, without notice, perform or cause
<br />them to be performed. Grantor appoints Lender as attorney in fact to sign Grantor's
<br />name or pay any amount necessary for performance. Lender's right to perform for
<br />Grantor will not create an obligation to perform, and Lender's failure to perform will
<br />not preclude Lender from exercising any of Lender's other rights under the law or this
<br />Security Instrument. If any construction on the Property is discontinued or not
<br />carried on in a reasonable manner, Lender may take all steps necessary to protect
<br />Lender's security interest in the Property, including completion of the construction.
<br />13. ASSIGNMENT OF LEASES AND RENTS. Grantor irrevocably assigns, grants, conveys to
<br />Lender as additional security all the right, title and interest in the following (all
<br />referred to as Property).
<br />A. Existing or future leases, subleases, licenses, guaranties and any other written
<br />or verbal agreements for the use and occupancy of the Property, including any
<br />extensions, renewals, modifications or replacements (all referred to as Leases).
<br />B. Rents, issues and profits (all referred to as Rents) , including but not limited
<br />to security deposits, minimum rent, percentage rent, additional rent, common area
<br />maintenance charges, parking charges, real estate taxes, other applicable taxes,
<br />insurance premium contributions, liquidated damages following default, cancellation
<br />premiums, "loss of rents" insurance, guest receipts, revenues, royalties, proceeds,
<br />bonuses, accounts, contract rights, general intangibles, and all rights and claims
<br />which Assignor may have that in any way pertain to or are on account of the use or
<br />occupancy of the whole or any part of the Property.
<br />In the event any item listed as Leases or Rents is determined to be personal property,
<br />this Assignment will also be regarded as a security agreement. Grantor will promptly
<br />provide Lender with copies of the Leases and will certify these Leases are true and
<br />correct copies. The existing Leases will be provided on execution of the Assignment,
<br />and all future Leases and any other information with respect to these Leases will be
<br />provided immediately after they are executed. Grantor may collect, receive, enjoy and
<br />use the Rents so long as Grantor is not in default. Grantor will not collect in
<br />advance any Rents due in future lease periods, unless Grantor first obtains Lender's
<br />written consent. Upon default, Grantor will receive any Rents in trust for Lender and
<br />Grantor will not commingle the Rents with any other funds. When Lender so directs,
<br />Grantor will endorse and deliver any payments of Rents from the Property to Lender.
<br />Amounts collected will be applied at Lender's discretion to the Secured Debts, the
<br />costs of managing, protecting and preserving the Property, and other necessary
<br />expenses. Grantor agrees that this Security Instrument is immediately effective
<br />between Grantor and Lender and effective as to third parties on the recording of this
<br />Assignment. As long as this Assignment is in effect, Grantor warrants and represents
<br />that no default exists under the Leases, and the parties subject to the Leases have
<br />not violated any applicable law on leases, licenses and landlords and tenants.
<br />Grantor, at its sole cost and expense, will keep, observe and perform, and require all
<br />other parties to the Leases to comply with the Leases and any applicable law. If
<br />Grantor or any party to the Lease defaults or fails to observe any applicable law,
<br />Grantor will promptly notify Lender. If Grantor neglects or refuses to enforce
<br />compliance with the terms of the Leases, then Lender may, at Lender's option, enforce
<br />compliance. Grantor will not sublet, modify, extend, cancel, or otherwise alter the
<br />Leases, or accept the surrender of the Property covered by the Leases (unless the
<br />Leases so required) without Lender's consent. Grantor will not assign, compromise,
<br />subordinate or encumber the Leases and Rents without Lender's prior written consent.
<br />Lender does not assume or become liable for the Property's maintenance, depreciation,
<br />or other losses or damages when Lender acts to manage, protect or preserve the
<br />Property, except for losses and damages due to Lender's gross negligence o
<br />intentional torts. Otherwise, Grantor will indemnify Lender and hold Lender harmle
<br />EMA Investments, LLC
<br />Nebraska Deed Of Trust
<br />NE/ 4XX25094400704400004160046112003Y -1996 Bankers Systems, Inc., St. Cloud, MN C Page 3 1
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