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<br />13. COVENANTS. Assignor agrees to the following covenants:
<br />A. Rent Abatement and Insurance. When any Lease provides for an abatement of Rents due to fire, flood or
<br />other casualty, Assignor will insure against this risk of loss with a policy satisfactory to Lender. Assignor
<br />may choose the insurance company, subject to Lender's approval, which will not be unreasonably withheld.
<br />B. Copies of Leases. Assignor will promptly provide Lender with copies of the Leases and will certify these
<br />Leases are true and 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 provided immediately
<br />after they are executed.
<br />C. Right To Rents. Immediately after the execution of this Assignment, Assignor will notify all current and
<br />future tenants and others obligated under the Leases of Lender's rights to the Leases and Rents, and will
<br />request that they immediately pay all future Rents directly to Lender when Assignor or Lender asks them to
<br />do so,
<br />D. Accounting. When Lender requests, Assignor will provide to Lender an accounting of Rents, prepared in a
<br />form acceptable to Lender, subject to generally accepted accounting principles and certified by Assignor or
<br />Assignor's accountant to be current, accurate and complete as of the date requested by Lender.
<br />E. Lease Modification. Assignor will not sublet, modify, extend, cancel, or otherwise alter the Leases, or
<br />accept the surrender of the Property covered by the Leases (unless the Leases so require) without Lender's
<br />written consent.
<br />F. Encumbrance. Assignor will not assign, compromise, subordinate or encumber the Leases and Rents
<br />without Lender's prior written consent.
<br />G. Future Leases. Assignor will not enter into any future Leases without prior written consent from Lender.
<br />Assignor will execute and deliver such further assurances and assignments as to these future Leases as
<br />Lender requires from time to time.
<br />H. Personal Property. Assignor will not sell or remove any personal property on the Property, unless
<br />Assignor replaces this personal property with like kind for the same or better value.
<br />I. Prosecution and Defense of Claims. Assignor will appear in and prosecute its claims or defend its title to
<br />the Leases and Rents against any claims that would impair Assignor's interest under this Assignment and, on
<br />Lender's request, Assignor will also appear in any action or proceeding on behalf of Lender. Assignor agrees
<br />to assign to Lender, as requested by Lender, any right, claims or defenses which Assignor may have against
<br />parties who supply labor or materials to improve or maintain the leaseholds subject to the Leases and /or the
<br />Property.
<br />J. Liability and Indemnification. Lender does not assume or become liable for the Property's maintenance,
<br />depreciation, or other losses or damages when Lender acts to manage, protect or preserve the Property,
<br />except for losses or damages due to Lender's gross negligence or intentional torts. Otherwise, Assignor will
<br />indemnify Lender and hold Lender harmless for all liability, loss or damage that Lender may incur when
<br />Lender opts to exercise any of its remedies against any party obligated under the Leases.
<br />K. Leasehold Estate. Assignor will not cause or permit the leasehold estate under the Leases to merge with
<br />Assignor's reversionary interest, and agrees that the Leases shall remain in full force and effect regardless of
<br />any merger of the Assignor's interests and of any merger of the interests of Assignor and any party obligated
<br />under the Leases.
<br />L. Insolvency. Lender will be the creditor of each tenant and of anyone else obligated under the Leases who
<br />is subject to an assignment for the benefit of creditors, an insolvency, a dissolution or a receivership
<br />proceeding, or a bankruptcy.
<br />14. DEFAULT. Assignor will be in default if any of the following occur:
<br />A. Payments. Assignor fails to make a payment in full when due.
<br />B. Insolvency or Bankruptcy. Any legal entity obligated on the Secured Debts makes an assignment for the
<br />benefit of creditors or become insolvent, either because its liabilities exceed its assets or it is unable to pay
<br />its debts as they become due; or it petitions for protection under federal, state or local bankruptcy,
<br />insolvency or debtor relief laws, or is the subject of a petition or action under such laws and fails to have the
<br />petition or action dismissed within a reasonable period of time not to exceed 60 days.
<br />C. Business Termination. Assignor merges, dissolves, reorganizes, ends its business or existence, or a
<br />partner or majority owner dies or is declared legally incompetent.
<br />D. Failure to Perform. Assignor fails to perform any condition or to keep any promise or covenant of this
<br />Assignment.
<br />E. Other Documents. A default occurs under the terms of any other transaction document.
<br />F. Other Agreements. Assignor is in default on any other debt or agreement Assignor has with Lender.
<br />G. Misrepresentation. Assignor makes any verbal or written statement or provides any financial information
<br />that is untrue, inaccurate, or conceals a material fact at the time it is made or provided.
<br />H. Judgment. Assignor fails to satisfy or appeal any judgment against Assignor.
<br />I. Forfeiture. The Property is used in a manner or for a purpose that threatens confiscation by a legal
<br />authority.
<br />J. Name Change. Assignor changes Assignor's name or assumes an additional name without notifying
<br />Lender before making such a change.
<br />K. Property Transfer. Assignor transfers all or a substantial part of Assignor's money or property. This
<br />condition of default, as it relates to the transfer of the Property, is subject to the restrictions contained in the
<br />DUE ON SALE section.
<br />L. Property Value. The value of the Property declines or is impaired.
<br />Le Meridian, L.L.C.
<br />Nebraska Assignment of Leases and Rents Initials
<br />NE/ 4XX2 8 3 3 30007 2 5 2000043 6402008 1 304Y ©1996 Bankers Systems, Inc., St. Cloud, MN Esc E- '" Page 4
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