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<br />When recorded return to:
<br />TierOne Bank
<br />Attn: Credit Administration Department
<br />1235 "N" Street
<br />Lincoln, NE 68508
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<br />ASSIGNMENT OF LEASES AND RENTS
<br />(Construction Loan)
<br />THIS ASSIGNMENT OF LEASES AND RENTS is made as of November 18, 2004, by Equestrian
<br />Meadows, L.L.C., a Nebraska limited liability company ( "Borrower ") to TierOne Bank ( "Lender ").
<br />1. ASSIGNMENT.
<br />In consideration of Lender's agreement to issue the Loan, as described below, and for other
<br />valuable consideration, receipt and adequacy of which is acknowledged by Borrower,
<br />Borrower grants and assigns to Lender:
<br />(a) all of Borrower's right, title and interest in, to and under and with
<br />respect to any and all existing leases, licenses and other
<br />agreements of any kind relating to the use or occupancy of any of
<br />the property described in Exhibit A (the "Property"), as such
<br />documents are described in Exhibit B (collectively "Existing
<br />Leases "); and
<br />(b) all of Borrower's right, title and interest in, to and under and with
<br />respect to any and all leases, licenses and other agreements of any
<br />kind relating to any use or occupancy of all or any portion of the
<br />Property entered into after the date of this Assignment
<br />(collectively "Future Leases "); and
<br />(c) all rents (or payments in lieu of rents), payments and liabilities at
<br />any time payable under any and all of the Existing Leases or
<br />Future Leases, any and all security deposits received or to be
<br />received by Borrower pursuant to any and all Existing Leases or
<br />Future Leases and all rights and benefits accrued or to accrue to
<br />Borrower under any and all of the Existing Leases or Future
<br />Leases (the "Collateral "). The Existing Leases, Future Leases
<br />and Collateral are collectively referred to as the "Leases ", and a
<br />reference to Existing Leases, Future Leases, Collateral or Leases
<br />shall be a reference to the same as amended, extended, renewed or
<br />modified from time to time.
<br />2. OBLIGATION SECURED.
<br />Borrower makes the foregoing grant and assignment to Lender for the purpose of securing:
<br />(a) payment to Lender of all indebtedness evidenced by and arising
<br />under the Note Secured by Construction Security Agreement (the
<br />"Note ") executed by Borrower in the principal amount of
<br />THREE MILLION TWO HUNDRED TEN THOUSAND
<br />AND NO /100 DOLLARS ($3,210,000.00), payable to Lender
<br />or its order, and dated as of the date of this Assignment as the
<br />same may be amended, extended, renewed or modified from time
<br />to time; and
<br />(b) the payment of all indebtedness and the performance of all
<br />obligations of Borrower to Lender now existing or arising after
<br />the date of this Assignment in connection with the loan evidenced
<br />by the Note (the "Loan"), including without limitation, all
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<br />Loan
<br />No. 01- 10224146
<br />THIS ASSIGNMENT OF LEASES AND RENTS is made as of November 18, 2004, by Equestrian
<br />Meadows, L.L.C., a Nebraska limited liability company ( "Borrower ") to TierOne Bank ( "Lender ").
<br />1. ASSIGNMENT.
<br />In consideration of Lender's agreement to issue the Loan, as described below, and for other
<br />valuable consideration, receipt and adequacy of which is acknowledged by Borrower,
<br />Borrower grants and assigns to Lender:
<br />(a) all of Borrower's right, title and interest in, to and under and with
<br />respect to any and all existing leases, licenses and other
<br />agreements of any kind relating to the use or occupancy of any of
<br />the property described in Exhibit A (the "Property"), as such
<br />documents are described in Exhibit B (collectively "Existing
<br />Leases "); and
<br />(b) all of Borrower's right, title and interest in, to and under and with
<br />respect to any and all leases, licenses and other agreements of any
<br />kind relating to any use or occupancy of all or any portion of the
<br />Property entered into after the date of this Assignment
<br />(collectively "Future Leases "); and
<br />(c) all rents (or payments in lieu of rents), payments and liabilities at
<br />any time payable under any and all of the Existing Leases or
<br />Future Leases, any and all security deposits received or to be
<br />received by Borrower pursuant to any and all Existing Leases or
<br />Future Leases and all rights and benefits accrued or to accrue to
<br />Borrower under any and all of the Existing Leases or Future
<br />Leases (the "Collateral "). The Existing Leases, Future Leases
<br />and Collateral are collectively referred to as the "Leases ", and a
<br />reference to Existing Leases, Future Leases, Collateral or Leases
<br />shall be a reference to the same as amended, extended, renewed or
<br />modified from time to time.
<br />2. OBLIGATION SECURED.
<br />Borrower makes the foregoing grant and assignment to Lender for the purpose of securing:
<br />(a) payment to Lender of all indebtedness evidenced by and arising
<br />under the Note Secured by Construction Security Agreement (the
<br />"Note ") executed by Borrower in the principal amount of
<br />THREE MILLION TWO HUNDRED TEN THOUSAND
<br />AND NO /100 DOLLARS ($3,210,000.00), payable to Lender
<br />or its order, and dated as of the date of this Assignment as the
<br />same may be amended, extended, renewed or modified from time
<br />to time; and
<br />(b) the payment of all indebtedness and the performance of all
<br />obligations of Borrower to Lender now existing or arising after
<br />the date of this Assignment in connection with the loan evidenced
<br />by the Note (the "Loan"), including without limitation, all
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