|
Loan Not 773495
<br />SUBORDINATION AGREEMENT
<br />(continued) 200203469 Page 2
<br />has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Creditor
<br />agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Creditor's risks under this
<br />Agreement, and Creditor further agrees that Lender shall have no obligation to disclose to Creditor information or material acquired by Lender in the
<br />course of its relationship with Borrower.
<br />CREDITOR'S WAIVERS. Creditor waives any right to require Lender: (A) to make, extend, renew, or modify any loan to Borrower or to grant any
<br />other financial accommodations to Borrower whatsoever; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any
<br />nonpayment of the Superior Indebtedness or of any nonpayment related to any Security Interests, or notice of any action or nonaction on the part of
<br />Borrower, Lender, any surety, endorser, or other guarantor in connection with the Superior Indebtedness, or in connection with the creation of new or
<br />additional Superior Indebtedness; (C) to resort for payment or to proceed directly or at once against any person, including Borrower; (D) to proceed
<br />directly against or exhaust any Security Interests held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the
<br />terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable
<br />provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind,
<br />at any time, with respect to any matter whatsoever.
<br />LENDER'S RIGHTS. Lender may take or omit any and all actions with respect to the Superior Indebtedness or any Security Interests for the Superior
<br />Indebtedness without affecting whatsoever any of Lender's rights under this Agreement. In particular, without limitation, Lender may, without notice of
<br />any kind to Creditor, (A) make one or more additional secured or unsecured loans to Borrower; (B) repeatedly alter, compromise, renew, extend,
<br />accelerate, or otherwise change the time for payment or other terms of the Superior Indebtedness or any part thereof, including increases and
<br />decreases of the rate of Interest on the Superior Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C)
<br />take and hold Security Interests for the payment of the Superior Indebtedness, and exchange, enforce, waive, and release any such Security Interests,
<br />with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrowers sureties,
<br />endorsers, or guarantors on any terms or manner Lender chooses; (E) determine how, when and what application of payments and credits, shall be
<br />made on the Superior Indebtedness; (F) apply such security and direct the order or manner of sale thereof, as Lender in its discretion may determine;
<br />and (G) assign this Agreement in whole or in part.
<br />DEFAULT BY BORROWER. If Borrower becomes insolvent or bankrupt, this Agreement shall remain in full force and effect. Any default by Borrower
<br />under the terms of the Subordinated Indebtedness also shall constitute an event of default under the terms of the Superior Indebtedness in favor of
<br />Lender.
<br />DURATION AND TERMINATION. This Agreement will take effect when received by Lender, without the necessity of any acceptance by Lender, in
<br />writing or otherwise, and will remain in full force and effect until Creditor shall notify Lender in writing at the address shown above to the contrary. Any
<br />such notice shall not affect the Superior Indebtedness owed Lender by Borrower at the time of such notice, nor shall such notice affect Superior
<br />Indebtedness thereafter granted in compliance with a commitment made by Lender to Borrower prior to receipt of such notice, nor shall such notice
<br />affect any renewals of or substitutions for any of the foregoing. Such notice shall affect only indebtedness of Borrower to Lender arising after receipt of
<br />such notice and not arising from financial assistance granted by Lender to Borrower in compliance with Lender's obligations under a commitment. Any
<br />notes lodged with Lender pursuant to the section titled "Creditor's Notes" above need not be returned until this Agreement has no further force or effect.
<br />MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:
<br />Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the
<br />matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the
<br />party or parties sought to be charged or bound by the alteration or amendment.
<br />Attorneys' Fees; Expenses. Creditor agrees to pay upon demand all of Lender's costs and expenses, Including Lender's attorneys' fees and
<br />Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce
<br />this Agreement, and Creditor shall pay the costs and expenses of such enforcement. Costs and expenses include Lenders attorneys' fees and
<br />legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to
<br />modify or vacate any automatic stay or injunction), appeals, and any anticipated post — judgment collection services. Creditor also shall pay all
<br />court costs and such additional fees as may be directed by the court.
<br />Authority. The person who signs this Agreement as or on behalf of Creditor represents and warrants that he or she has authority to execute this
<br />Agreement and to subordinate the Subordinated Indebtedness and the Creditor's security Interests in Borrowers property, if any.
<br />Caption Headings. Caption headings In this Agreement are for convenience purposes only and are not to be used to interpret or define the
<br />provisions of this Agreement.
<br />Governing Law. This Agreement will be governed by, construed and enforced In accordance with federal law and the laws of the State of
<br />Nebraska. This Agreement has been accepted by Lender in the State of Nebraska.
<br />Choice of Venue. If there is a lawsuit, Creditor agrees upon Lender's request to submit to the jurisdiction of the courts of Hall County, State of
<br />Nebraska.
<br />Interpretation. In all cases where there is more than one Creditor, then all words used in this Agreement in the singular shall be deemed to have
<br />been used in the plural where the context and construction so require; and where there is more than one Creditor named in this Agreement or
<br />when this Agreement is executed by more than one , the words "Creditor" shall mean all and any one or more of them. Reference to the phrase
<br />"Creditor" includes the heirs, successors, assigns, and transferees of each of them.
<br />Successors and Assigns. This Agreement shall be understood to be for the benefit of Lender and for such other person or persons as may from
<br />time to time become or be the holder or owner of any of the Indebtedness or any interest therein, and this Agreement shall be transferable to the
<br />same extent and with the same force and effect as any such Indebtedness may be transferable.
<br />No Waiver by Lender. Lender shall riot be deemed to have waived any rights under this Agreement unless such waiver is given in writing and
<br />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 right. A
<br />waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict
<br />compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender
<br />and Creditor, shall constitute a waiver of any of Lender's rights or of any of Creditor's obligations as to any future transactions. Whenever the
<br />consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing
<br />consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion
<br />of Lender.
<br />DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated
<br />to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the
<br />singular shall Include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this
<br />Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code:
<br />
|