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successors or assigns may sustain; and (2) at Lender's discre ioon, Lenderr mOay re ease this Assignment and in
<br />return Assignor will provide Lender with collateral of at least equal value to the Property secured by this
<br />Assignment without prejudice to any of Lender's rights under this Assignment.
<br />L. Notwithstanding any of the language contained in this Assignment to the contrary, the terms of this
<br />section will survive any foreclosure or satisfaction of this Assignment regardless of any passage of title to
<br />Lender or any disposition by Lender of any or all of the Property. Any claims and defenses to the contrary
<br />are hereby waived.
<br />8. CONDEMNATION. Assignor will give Lender prompt notice of any pending or threatened action by private or
<br />public entities to purchase or take any or all of the Property through condemnation, eminent domain, or any
<br />other means. Assignor authorizes Lender to intervene in Assignor's name in any of the above described actions
<br />or claims, Assignor assigns to Lender the proceeds of any award or claim for damages connected with a
<br />condemnation or other taking of all or any part of the Property. Such proceeds will be considered payments and
<br />will be applied as provided in this Assignment. This assignment of proceeds is subject to the terms of any prior
<br />mortgage, deed of trust, security agreement or other lien document.
<br />9. DUE ON SALE OR ENCUMBRANCE. Lender may, at its option, declare the entire balance of the Secured
<br />Debt to be immediately due and payable upon the creation of, or contract for the creation of, any lien,
<br />encumbrance, transfer or sale of all or any part of the Property. This right is subject to the restrictions imposed
<br />by federal law (12 C.F.R. 591), as applicable.
<br />10. WARRANTIES AND REPRESENTATIONS. Assignor makes to Lender the following warranties and
<br />representations which will continue as long as this Assignment is in effect:
<br />A. Power. Assignor is duly organized, and validly existing and in good standing in all jurisdictions in which
<br />Assignor operates. Assignor has the power and authority to enter into this transaction and to carry on
<br />Assignor's business or activity as it is now being conducted and, as applicable, is qualified to do so in each
<br />jurisdiction in which Assignor operates.
<br />B. Authority. The execution, delivery and performance of this Assignment and the obligation evidenced by
<br />this Assignment are within Assignor's powers, have been duly authorized, have received all necessary
<br />governmental approval, will not violate any provision of law, or order of court or governmental agency, and
<br />will not violate any agreement to which Assignor is a party or to which Assignor is or any of Assignor's
<br />property is subject.
<br />C. Name and Place of Business. Other than previously disclosed in writing to Lender, Assignor has not
<br />changed Assignor's name or principal place of business within the last 10 years and has not used any other
<br />trade or fictitious name. Without Lender's prior written consent, Assignor does not and will not use any
<br />other name and will preserve Assignor's existing name, trade names and franchises.
<br />D. Title. Assignor has good title to the Leases, Rents and Property and the right to assign, grant and convey
<br />to Lender as additional security the Leases and Rents, and no other person has any right in the Leases and
<br />Rents.
<br />E. Recordation. Assignor has recorded the Leases as required by law or as otherwise prudent for the type
<br />and use of the Property.
<br />F. Default. No default exists under the Leases, and the parties subject to the Leases have not violated any
<br />applicable law on leases, licenses and landlords and tenants. Assignor, at its sole cost and expense, will
<br />keep, observe and perform, and require all other parties to the Leases to comply with the Leases and any
<br />applicable law, If Assignor or any party to the Lease defaults or fails to observe any applicable law, Assignor
<br />will promptly notify Lender.
<br />G. Lease Modification. Assignor has not sublet, modified, extended, canceled, or otherwise altered the
<br />Leases, or accepted the surrender of the Property covered by the Leases (unless the Leases so require).
<br />H. Encumbrance. Assignor has not assigned, compromised, subordinated or encumbered the Leases and
<br />Rents.
<br />11. 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 />Westgate Properties, L.L.C.
<br />Nebraska Assignment of Leases and Rents Initials
<br />Nk/ 4XX28333000 815100004558020081605Y 11996 Bankers Systems, Inc., St. Cloud, MN Page 3
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