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ASSIGNMENT OF RENTS 200400685
<br />(Continued) Page 3
<br />also will pay any court costs, in addition to all other sums provided by law.
<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 agreement of the parties as
<br />to the matters set forth in this Assignment. No alteration of or amendment to this Assignment shall be effective unless given in writing and
<br />signed by the party or parties sought to be charged or 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 to interpret or define the
<br />provisions of this Assignment.
<br />Governing Law. This Assignment will be governed by, construed and enforced in accordance with federal law and the laws of the
<br />State of Nebraska. This Assignment has been accepted by Lender in the State of Nebraska.
<br />Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Douglas County,
<br />State of Nebraska.
<br />Merger. There shall be no merger of the interest or estate created by this assignment with any other interest or estate in the Property at any
<br />time held by or for the benefit of Lender in any capacity, without the written consent of Lender.
<br />Interpretation. (1) In all cases where there is more than one Borrower or Grantor, then all words used in this Assignment in the singular
<br />shall be deemed to have been used in the plural where the context and construction so require. (2) If more than one person signs this
<br />Assignment as "Grantor," the obligations of each Grantor are joint and several. This means that if Lender brings a lawsuit, Lender may sue
<br />any one or more of the Grantors. If Borrower and Grantor are not the same person, Lender need not sue Borrower first, and that Borrower
<br />need not be joined in any lawsuit. (3) The names given to paragraphs or sections in this Assignment are for convenience purposes only.
<br />They are not to be used to interpret or define the provisions of this Assignment.
<br />No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Assignment unless such waiver is given in writing
<br />and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other
<br />right. A waiver by Lender of a provision of this Assignment shall not prejudice or constitute a waiver of Lender's right otherwise to demand
<br />strict compliance with that provision or any other provision of this Assignment. No prior waiver by Lender, nor any course of dealing
<br />between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future
<br />transactions. Whenever the consent of Lender is required under this Assignment, the granting of such consent by Lender in any instance
<br />shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be
<br />granted or withheld in the sole discretion of Lender.
<br />Notices. Any notice required to be given under this Assignment shall be given in writing, and shall be effective when actually delivered,
<br />when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or,
<br />if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses
<br />shown near the beginning of this Assignment. Any party may change its address for notices under this Assignment by giving formal written
<br />notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to
<br />keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law, if there is more than one
<br />Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors.
<br />Powers of Attorney. The various agencies and powers of attorney conveyed on Lender under this Assignment are granted for purposes of
<br />security and may not be revoked by Grantor until such time as the same are renounced by Lender.
<br />Severability. If a court of competent jurisdiction finds any provision of this Assignment to be illegal, invalid, or unenforceable as to any
<br />circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible,
<br />the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so
<br />modified, it shall be considered deleted from this Assignment. Unless otherwise required by law, the illegality, invalidity, or unenforceability of
<br />any provision of this Assignment shall not affect the legality, validity or enforceability of any other provision of this Assignment.
<br />Successors and Assigns. Subject to any limitations stated in this Assignment on transfer of Grantor's interest, this Assignment shall be
<br />binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person
<br />other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Assignment and the
<br />Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Assignment or liability under the
<br />Indebtedness.
<br />Time is of the Essence. Time is of the essence in the performance of this Assignment.
<br />WAIVER OF HOMESTEAD EXEMPTION. Grantor hereby releases and waives all rights and benefits of the homestead exemption laws of the
<br />State of Nebraska as to all Indebtedness secured by this Assignment.
<br />WAIVER OF RIGHT OF REDEMPTION. NOTWITHSTANDING ANY OF THE PROVISIONS TO THE CONTRARY CONTAINED IN THIS
<br />ASSIGNMENT, GRANTOR HEREBY WAIVES ANY AND ALL RIGHTS OF REDEMPTION FROM SALE UNDER ANY ORDER OR JUDGMENT OF
<br />FORECLOSURE ON GRANTOR'S BEHALF AND ON BEHALF OF EACH AND EVERY PERSON, EXCEPT JUDGMENT CREDITORS OF
<br />GRANTOR, ACQUIRING ANY INTEREST IN OR TITLE TO THE PROPERTY SUBSEQUENT TO THE DATE OF THIS ASSIGNMENT.
<br />DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Assignment. Unless specifically
<br />stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms
<br />used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise
<br />defined in this Assignment shall have the meanings attributed to such terms in the Uniform Commercial Code:
<br />Assignment. The word "Assignment" means this ASSIGNMENT OF RENTS, as this ASSIGNMENT OF RENTS may be amended or modified
<br />from time to time, together with all exhibits and schedules attached to this ASSIGNMENT OF RENTS from time to time.
<br />Borrower. The word "Borrower" means BJS Enterprises, L.C..
<br />Default. The word "Default" means the Default set forth in this Assignment in the section titled "Default ".
<br />Event of Default. The words "Event of Default" mean any of the events of default set forth in this Assignment in the default section of this
<br />Assignment.
<br />Grantor. The word "Grantor" means BJS Enterprises, L.C..
<br />Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Indebtedness.
<br />Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the
<br />Note.
<br />Indebtedness. The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses payable under the Note or
<br />Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related
<br />Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to
<br />enforce Grantor's obligations under this Assignment, together with interest on such amounts as provided in this Assignment. Specifically,
<br />without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross — Collateralization provision of this
<br />Assignment.
<br />Lender. The word "Lender" means First Westroads Bank, Inc., its successors and assigns.
<br />Note. The word "Note" means Promissory Note dated January 21, 2004, in the original amount of $9,500,000.00 and Promissory Note date
<br />January 21, 2004, in the original amount of $4,000,000.00, promissory notes together in the total amount of $13,500,000.00 from Trustor to
<br />Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory
<br />note or agreement.
<br />Property. The word "Property" means all of Grantor's right, title and interest in and to all the Property as described in the "Assignment"
<br />section of this Assignment.
<br />Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental
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