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y2-�3-1999 ASSIGNMENT OF RENTS Page 2
<br /> Loan No 5071485 9 9 1 .117 9 0 (Continued) � "
<br /> THIS ASSIGNMENT IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE OF ANY AND ALL
<br /> OBLIGATIONS OF GRANTOR UNDER THE NOTE, THIS ASSIGNMENT, AND THE RELATED DOCUMENTS. THIS ASSIGNMENT IS GIVEN
<br /> AND ACCEPTED ON THE FOLLOWING TERMS:
<br /> PAYMENT AND PERFORMANCE. Except as otherwise provided in this Assignment or any Related Document, Grantor shall pay to Lender all
<br /> amounts secured by this Assignment as they become due,and shall strictly perform all of Grantor's obligations under this Assignment. Unless and
<br /> until Lender exercises its right to collect the Rents as provided below and so long as there is no default under this Assignment, Grantor may remain
<br /> in possession and control of and operate and manage the Property and collect the Rents, provided that the granting of the right to collect the Rents
<br /> shall not constitute Lender's consent to the use of cash collateral in a bankruptcy proceeding.
<br /> GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE RENTS. With respect to the Rents, Grantor represents and
<br /> warrants to Lender that:
<br /> Ownership. Grantor is entitled to receive the Rents free and clear of all rights, loans, liens, encumbrances,and claims except as disclosed to
<br /> and accepted by Lender in writing. ` # ;
<br /> Right to Assign. Grantor has the full right,power,and authority to enter into this Assignment and to assign and conVey the Rents to Lender.
<br /> No Prior Assignment. Grantor has not previously assigned or conveyed the Rents to any other person by any instrument now in force.
<br /> No Further Transfer. Grantor will not sell,assign,encumber,or otherwise dispose of any of Grantor's rights in the Rents except as provided in
<br /> this Agreement.
<br /> LENDER'S RIGHT TO COLLECT RENTS. Lender shall have the right at any time, and even though no default shail have occurred under this
<br /> Assignment,to collect and receive the Rents. For this purpose,Lender is hereby given and granted the following rights,powers and suthority:
<br /> Notice to Tenants. Lender may send notices to any and all tenants of the Property advising them of this Assignment and directing all Rents to
<br /> be paid directly to Lender or Lender's agent.
<br /> Enter the Property. Lender may enter upon and take possession of the Property; demand, collect and receive from the tenants or from any
<br /> other persons liable therefor,all of the Rents; institute and carry on all legal proceedings necessary for the protection of the Property, including
<br /> such proceedings as may be necessary to recover possession of the Property; collect the Rents and remove any tenant or tenants or other
<br /> persons from the Property.
<br /> Maintain the Property. Lender may enter upon the Property to maintain the Property and keep the same in repair;to pay the costs thereof and
<br /> of all services of all employees,including their equipment,and of all continuing costs and expenses of maintaining the Property in proper repair
<br /> and condition, and also to pay all taxes,assessments and water utilities,and the premiums on fire and other insurance effected by Lender on
<br /> the Property.
<br /> Compliance with Laws. Lender may do any and all things to execute and comply with the laws of the State of Nebraska and also all other
<br /> laws,rules,orders,ordinances and requirements of all other governmental agencies affecting the Property.
<br /> Lease the Property. Lender may rent or lease the whole or any part of the Property for such term or terms and on such conditions as Lender
<br /> may deem appropriate.
<br /> Employ Agents. Lender may engage such agent or agents as Lender may deem appropriate,either in Lender's name or in Grantor's name,to
<br /> rent and manage the Property,including the collection and application of Rents.
<br /> Other Acts. Lender may do all such other things and acts with respect to the Property as Lender may deem appropriate and may act
<br /> exclusively and solely in the place and stead of Grantor and to have all of the powers of Grantor for the purposes stated above.
<br /> No Requirement to Act. Lender shall not be required to do any of the foregoing acts or things,and the fact that Lender shall have performed
<br /> one or more of the foregoing acts or things shall not require Lender to do any other specific act or thing.
<br /> APPLICATION OF RENTS. All costs and expenses incurred by Lender in connection with the Property shall be for Grantor's account and Lender
<br /> may pay such costs and expenses from the Rents. Lender,in its sole discretion,shall determine the application of any and all Rents received by it;
<br /> however, any such Rents received by Lender which are not applied to such costs and expenses shall be applied to the Indebtedness. All
<br /> expenditures made by Lender under this Assignment and not reimbursed from the Rents shall become a part of the Indebtedness secured by this
<br /> Assignment,and shall be payable on demand,with interest at the Note rate from date of expenditure until paid.
<br /> FULL PERFORMANCE. If Grantor pays all of the Indebtedness when due and otherwise performs all the obligations imposed upon Grantor under
<br /> this Assignment, the Note, and the Related Documents, Lender shall execute and deliver to Grantor a suitable satisfaction of this Assignment and
<br /> suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Property. Any
<br /> termination fee required by Iaw shall be paid by Grantor,if permitted by applicable law.
<br /> EXPENDITURES BY LENDER. If Grantor fails to comply with any provision of this Assignment, or if any action or proceeding is commenced that
<br /> would materially affect Lender's interests in the Property, Lender on Grantor's behalf may, but shall not be required to, take any action that Lender
<br /> deems appropriate. Any amount that Lender expends in so doing will bear interest at the rate provided for in the Note from the date incurred or paid
<br /> by�ender to the date of repayment by Grantor. All such expenses,at Lender's option,will (a)be payable on demand, (b)be added to the balance
<br /> of the Note and be apportioned among and be payable with any installment payments to become due during either (i)the term of any applicable
<br /> insurance policy or (ii)the remaining term of the Note,or (c)be treated as a balloon payment which will be due and payable at the Note's maturity.
<br /> This Assignment also will secure payment of these amounts. The rights provided for in this paragraph shall be in addition to any other rights or any
<br /> remedies to which Lender may be entitled on account of the default. Any such action by Lender shall not be construed as curing the default so as to
<br /> bar Lender from any remedy that it otherwise would have had.
<br /> DEFAULT. Each of the following,at the option of Lender,shall constitute an event of default("Event of DefaulY')under this Assignment:
<br /> Default on Indebtedness. Failure of Grantor to make any payment when due on the Indebtedness.
<br /> Compliance Default. Failure of Grantor to comply with any other term,obligation,covenant or condition contained in this Assignment,the Note
<br /> or in any of the Related Documents.
<br /> Default in Favor of Third Parties. Should Borrower or any Grantor default under any loan,extension of credit, security agreement,purchase
<br /> or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or
<br /> Borrower's or any Grantor's ability to repay the Loans or perform their respective obligations under this Assignment or any of the Related
<br /> Documents.
<br /> False Statements. Any warranty, representation or statement made or furnished to Lender by or on behalf of Grantor under this Assignment,
<br /> the Note or the Related Documents is false or misleading in any material respect,either now or at the time made or furnished.
<br /> Defective Collateralization. This Assignment or any of the Related Documents ceases to be in full force and effect (including failure of any
<br /> collateral documents to create a valid and perfected security interest or lien)at any time and for any reason.
<br /> Other Defaults. Failure of Grantor to comply with any term, obligation, covenant, or condition contained in any other agreement between
<br />� Grantor and Lender.
<br /> Death or Insolvency. The dissolution or termination of Grantor's existence as a going business or the death of any partner,the insolvency of
<br /> Grantor, the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor
<br /> workout,or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor.
<br /> Foreclosure,Forfeiture,etc. Commencement of foreclosure or forfeiture proceedings,whether by judicial proceeding,self—help,repossession
<br /> or any other method,by any creditor of Grantor or by any governmental agency against any of the Property. However,this subsection shall not
<br /> apply in the event of a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the foreclosure or
<br /> forefeiture proceeding, provided that Grantor gives Lender written notice of such claim and furnishes reserves or a surety bond for the claim
<br /> satisfactory to Lender.
<br /> Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor
<br /> dies or becomes incompetent,or revokes or disputes the validity of,or liability under,any Guaranty of the Indebtedness.
<br /> Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or
<br /> performance of the Indebtedness is impaired.
<br /> Insecurity. Lender in good faith deems itself insecure.
<br /> RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter,Lender may exercise any one or
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