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200309959
<br />Two Hundred Fifteen Dollars and 00 /100ths ($16,215.00) (the "Loan Assumption Fee ")
<br />in exchange for Lender's consent to the assignment and assumption set forth herein.
<br />7. Representations of Assignee. In order to further induce Lender to consent to the
<br />assumption and assignment set forth herein, Assignee hereby represents and warrants to
<br />Lender that (a) Assignee is duly organized, validly existing, and in good standing as a
<br />corporation under the laws of the State of Nebraska; (b) Assignee has full power and
<br />authority to enter into this Agreement and perform in accordance with this Agreement;
<br />(c) this Agreement, upon execution and delivery to Lender, constitutes a legally valid and
<br />finding agreement of Assignee, enforceable against Assignee in accordance with its
<br />terms; and (d) the execution, delivery, and performance by Assignee of this Agreement
<br />will not, immediately or with the passage of time, the giving of notice or otherwise, result
<br />in (i) the breach of, or constitute a default under, or (ii) any manner release any part
<br />thereto from, or accelerate any obligations under, any of the terms or provisions of any
<br />lease, security agreement, mortgage, note, indenture, deed of trust, license, permit,
<br />contract, agreement, or other instrument or documents of any kind or nature to which
<br />Assignee is a party or by which it or its property is bound or affected, or any restriction to
<br />which it or its property is subject, (iii) the creation or acceleration of any lien or
<br />encumbrance on its property, or (iv) a violation of any order, writ, injunction, or decree
<br />by which Assignee is bound of any court, administrative agency, or governmental body.
<br />8. Governing Law. This Agreement shall be governed by and construed in
<br />accordance with the laws of the State of Nebraska.
<br />9. Entire Agreement. This Agreement shall constitute, together with the Loan
<br />Documents, the entire understanding between the parties hereto with respect to the
<br />subject matter hereof, superseding all prior written and oral understandings, and may not
<br />be modified, amended or terminated except by a written agreement signed by each of the
<br />parties hereto. Except as amended by this Agreement, the Loan Documents are and shall
<br />remain in full force and effect.
<br />10. Time of the Essence. Time is hereby declared to be an essential element of this
<br />Agreement.
<br />11. Severability. In the event that any one or more of the provisions of this
<br />Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any
<br />respect, such invalidity, illegality, or unenforceability, at the option of Lender, shall not
<br />affect any other provision of this Agreement, but this Agreement shall be construed as if
<br />such invalid, illegal, or unenforceable provision had never been contained herein.
<br />12. Titles. Any title or heading of the provisions of this Agreement is inserted for
<br />convenience of reference only and shall be disregarded in construing or interpreting any
<br />of the provisions hereof.
<br />2375870x2
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