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<br />currently reasonably foreseeable that would subject the Grantor to any such investigation, litigation,
<br />administrative enforcement or to any damages, penalties, injunctive relict or cleanup costs under any
<br />Environmental Law. Upon receipt of any such notice, the Grantor and its tenants shall immediately
<br />provide a copy to the Beneficiary.
<br />(D) Right of Inspection. The Grantor hereby grants, and will cause any tenants to
<br />grant, to the Beneficiary, its agents, attorneys, employees, consultants, contractors, successors and
<br />assigns, an irrevocable license and authorization, upon reasonable notice, to enter upon and inspect the
<br />Trust Estate and facilities thereon, and perform such tests, including without limitation, subsurface testing,
<br />soils and groundwater testing, and other tests which may physically invade the Trust Estate, as the
<br />Beneficiary, in its sole discretion, determines are necessary to protect its Lien and security interest;
<br />provided, however, that under no circumstances shall the Beneficiary be obligated to perform such
<br />inspections or tests.
<br />(E) Indemnity. The Grantor agrees to indemnify and hold the Beneficiary, its
<br />directors, employees, agents, and its successors and assigns, harmless from and against any and all
<br />claims, losses, damages, liabilities, fines, penalties, charges, judgments, administrative orders, remedial
<br />action requirements, enforcement actions of any kind, and all costs and expenses incurred in connection
<br />therewith (including without limitation attorney's fees and expenses) arising directly or indirectly, in whole
<br />or in part, out of any failure of the Grantor to comply with the environmental representations, warranties,
<br />and covenants contained herein.
<br />(F) Continuation of Representations, Warranties, Covenants and Indemnities.
<br />The Grantor's representations, warranties, covenants, and indemnities contained herein shall survive the
<br />occurrence of any event whatsoever, including, without limitation, the satisfaction of the Indebtedness
<br />secured hereby, the reconveyance or foreclosure of this Deed of Trust, the acceptance by the Beneficiary
<br />of a deed in lieu of foreclosure, or any transfer or abandonment of the Trust Estate.
<br />(G) Corrective Action. In the event the Grantor is in breach of any of its
<br />representations, warranties or agreements as set forth above, then, without limiting the Beneficiary's
<br />other rights hereunder, the Grantor, at its sole expense, shall take all actions required, including, without
<br />limitation, environmental cleanup of the Trust Estate, to comply with the representations, warranties, and
<br />covenants contained herein and with all applicable legal requirements and, in any event, shall take all
<br />actions deemed necessary under all applicable Environmental Laws.
<br />Section 3.14 Assignment of Leases and Rents.
<br />(A) Assignment. The Grantor hereby further assigns to the Beneficiary all existing
<br />Leases. All of the rents, royalties, bonuses, issues, profits, revenue, income, deposits, escrow accounts
<br />and other benefits derived from the Trust Estate or arising from the use or enjoyment of any portion
<br />thereof or from any existing or future lease or agreement pertaining thereto and liquidated damages
<br />following default under such Leases, and all proceeds payable under any policy of insurance covering
<br />loss of rents resulting from untenantability caused by damage to any part of the Trust Estate, together
<br />with any and all rights that the Grantor may have against any tenant under such Leases or any
<br />subtenants or occupants of any part of the Trust Estate and any award made hereafter to the Grantor in
<br />any court proceeding involving any of the tenants or in any bankruptcy, insolvency, or reorganization
<br />proceedings in any state or federal court, and all payments by tenants in lieu of rent (all hereinafter
<br />collectively called the "Rents "), are further hereby absolutely and unconditionally assigned to the
<br />Beneficiary, to be applied by the Beneficiary in payment of the Indebtedness in the order and manner set
<br />forth in the Loan Agreement. It is understood and agreed by the parties that this assignment is intended
<br />to be and is an absolute assignment from the Grantor to the Beneficiary, and not merely the passing of a
<br />security interest; provided, however, that prior to an Event of Default, the Grantor shall have a license,
<br />without joinder of the Beneficiary, to enforce the Leases and to collect the Rents as they come due and to
<br />retain, use and enjoy the same. The Grantor shall, upon request of the Beneficiary, execute confirmatory
<br />assignments of any specific Leases affecting any part of the Trust Estate.
<br />8
<br />5301729
<br />Hall County, Nebraska
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