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pill f[ly�.i (B) Warranties Concerning Leases and Rents. The Grantor represents and warrants that: (i) the Grantor has good title to the Leases and Rents hereby assigned and full authority to assign them without the consent of any other party; (ii) none of the Rents have been or will be assigned, mortgaged or pledged; (iii) all existing Leases are valid and in full force and effect, and neither the Grantor nor any tenant is in default under any of the Leases; (iv) none of the Rents have been or will be anticipated, waived, released, discounted, set off or compromised; (v) except as indicated in the Leases, the Grantor has not received any funds or deposits from any tenant except for and on account of Rents which have heretofore come due; (vi) the terms of the Leases have not been changed from the terms in the copies of any of the Leases submitted to the Beneficiary for approval. (C) Grantor's Covenants of Performance. The Grantor covenants to: (i) perform all of its obligations under the Leases, take all action and fulfill all covenants and conditions required to enforce the Leases against the tenants, and give prompt notice to the Beneficiary of any material failure to do so; (ii) enforce the tenants' obligations under the Leases; (iii) defend, at the Grantor's expense, any proceeding pertaining to the Leases, including, if the Beneficiary so requests, any such proceeding to which the Beneficiary is a party; and (iv) neither create nor permit any encumbrance upon or assignment of the Grantor's interest as lessor under the Leases, except this Deed of Trust. (D) Prior Approval for Actions Affecting Leases. The Grantor shall not, without the prior written consent of the Beneficiary: (i) receive or collect Rents not yet due under the terms of any of the Leases; (ii) waive or release any obligation of any tenant under the Leases or any party liable under the Leases; (iii) cancel, terminate or modify any of the Leases, cause or permit any cancellation, termination or surrender of any of the Leases, or commence any proceedings for dispossession of any tenant under any of the Leases, except upon default by the tenant thereunder; or (iv) change, alter or modify any of the Leases. (E) Settlement for Termination. The Grantor agrees that no settlement for damages for termination of any of the Leases under any Debtor Relief Laws shall be made without the prior written consent of the Beneficiary, and any check in payment of such damages shall be made payable solely to the Beneficiary or jointly to the Grantor and the Beneficiary. The Grantor agrees to endorse any dual payee check for such payment to the order of the Beneficiary. Unless the Beneficiary shall hereafter agree otherwise, any such settlement for damages shall be applied to the Indebtedness in the order and manner set forth in the Loan Agreement. (F) No Obligation upon Beneficiary. The Beneficiary's acceptance of the assignment of Leases and Rents provided for herein shall not obligate the Beneficiary to appear in or defend any proceeding relating to any of the Leases or to the Trust Estate, take any action hereunder, expend any money, incur any expenses, or perform any obligation or liability under the Leases, or assume any obligation for any deposits delivered to the Grantor by any tenant. The Beneficiary shall not be liable for any injury or damage to person or property in or about the Trust Estate. (G) Records. Upon request by the Beneficiary, the Grantor shall deliver to the Beneficiary executed originals of all Leases and copies of all records relating thereto. (H) Merger. There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Trust Estate without the prior written consent of the Beneficiary. (1) Right to Rely. The Grantor hereby authorizes the Beneficiary to give notice in writing of this assignment at any time to any tenant under any of the Leases, and from and after the occurrence of an Event of Default hereunder, to direct any such tenant to make payment of rentals and other amounts due directly to the Beneficiary. The Grantor hereby authorizes and directs the tenants under the Leases to pay Rents to the Beneficiary upon written demand by the Beneficiary, without further consent of the Grantor, and without verifying whether an Event of Default has occurred; and the tenants may rely upon any written statement delivered by the Beneficiary to the tenants. Any such payment to the Beneficiary shall constitute full acquittance to the party making such payment for the amount of such payment. 9 5301729 Hall County, Nebraska