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<br />No portion of the Property will be removed, demolished or materially altered without Lender's prior written
<br />consent except that Grantor has the right to remove items of personal property comprising a part of the
<br />Property that become worn or obsolete, provided that such personal property is replaced with other personal
<br />property at least equa! in value to the replaced personal property, free from any title retention device, security
<br />agreement or other encumbrance. Such replacement of persona{ pr4perty will be deemed subject to the
<br />security interest created by this Security �nstrument. Grantor will not partition or subdivide the Property
<br />without Lender's prior written consent.
<br />Lender or Lender's agents may, at Lender's option, enter the Property at any reasonable time for the purpose of
<br />inspecting the Property. Lender will give Grantor notice at the time of or before an inspection specifying a
<br />reasonable purpose for the inspection. Any inspection of the Property will be entirely for Lender's benefit and
<br />Grantor will in no way rely on Lender's inspection.
<br />12. AUTHORITY TO PERFORM. If Grantor fails to perform any duty or any of the covenants contained in this
<br />Security Instrument, Lender may, without notice, perform or cause them to be performed. Grantor appoints
<br />Lender as attorney in fact to sign Grantor's name or pay any amount necessary for performance: Lender's
<br />right to perform for Grantor will not create an obligation to perform, and Lende�'s failure to perform will not
<br />preclude Lender from exercising any of Lender's other rights under the law or this Security Instrument. lf any
<br />construction on the Property is discontinued or not carried on in a reasonable manner, Lender may take all
<br />steps necessary to protect Lender's security interest in the Property, including completion of the construction.
<br />13. ASSIGNMENT OF LEASES AND RENTS. Grantor irrevocably assigns, grants, conveys to Lender as
<br />additional security all the right, title and interest in the following (Propertyi.
<br />A. Existing or future leases, subleases, licenses, guaranties and any other written or verbai agreements for
<br />the use and occupancy of the Property, including but not limited to any extensions, renewals, modifications
<br />or replacements (Leases►.
<br />B. Rents, issues and profits, including but not limited to security deposits, minimum rents, percentage rents,
<br />additional rents, common area maintenance charges, parking charges, real estate taxes, other applicable
<br />taxes, insurance premium contributions, liquidated damages following default, cancellation premiums, "loss
<br />of rents" insurance, guest receipts, revenues, royalties, proceeds, bonuses, accounts, contract rights,
<br />general intangibles, and all rights and claims which Grantor may have that in any way pertain to or are on
<br />account of the use or occupancy of the whole or any part of the Property (Rents).
<br />In the event any item listed as Leases or Rents is determined to be personal property, this Assignment will also
<br />be regarded as a security agreement. Grantor wilf promptly provide Lender with copies of the Leases and will
<br />certify these Leases are true and correct copies. The existing Leases will be provided on execution of the
<br />Assignment, and all future Leases and any other information with respect to these Leases will be provided
<br />immediately after they are executed. Grantor may collect, receive, enjoy and use the Rents so long as Grantor
<br />is not in default. Grantor will not collect in advance any Rents due in future lease periods, untess Grantor first
<br />obtains Lender's written consenf. Upon default, Grantor will receive any Rents in trust for Lender and Grantor
<br />will not commingle the Rents with any other funds. When Lender so directs, Grantor wi!! endorse and deliver
<br />any payments of Rents from the Property to Lender. Amounts collected will be applied at Lender's discretion
<br />to the Secured Debts, the costs of managing, protecting and preserving the Property, and other necessary
<br />expenses. Grantor agrees that this Security Instrument is immediately effective between Grantor and Lender
<br />and effective as to third parties on the recording of this Assignment. As long as this Assignment is in effect,
<br />Grantor warrants and represents that no default exists under the Leases, and the parties subject to the Leases
<br />have not violated any applicable law on leases, licenses and landiords and tenants. Grantor, at its sole cost
<br />and expense, will keep, observe and perform, and require all other parties to the Leases to comply with the
<br />Leases and any applicable law. Jf Grantor or any party to the Lease defaults or fails to observe any applicable
<br />law, Grantor will promptly notify Lender. If Grantor neglects or refuses to enforce compliance with the terms
<br />of the Leases, then Lender may, at Lender's option, enforce compliance. Grantor will not sublet, modify,
<br />extend, cancel, or otherwise alter the Leases, or accept the surrender of the Property covered by the Leases
<br />(unless fihe Leases so require► 'without Lender's consent. Grantor will not assign, compromise, subordinate or
<br />encumber the Leases and Rents without Lender's prior written consent. Lender does not assume or become
<br />liabie for the Praperty's maintenance, depreciation, or other losses or damages when Lender acts to manage,
<br />protect or preserve the Property, except for losses and damages due to Lender's gross negligence or intentional
<br />torts. Otherwise, Grantor will indemnify Lender and hold Lender harmless for all liability, loss or damage that
<br />Lender may incur when Lender opts to exercise any of its remedies against any party obligated under the
<br />Leases.
<br />14. DEFAULT. Grantor will be in default if any of the following events (known separately and collectively as an
<br />Event of Default) occur:
<br />A. Payments. Grantor fails to make a payment in full when due.
<br />B. Insolvency or Bankruptcy. The death, dissolution or insolvency of, appointment of a receiver by or on
<br />behalf of, application of any debtor relief law, the assignment for the benefit of creditors by or on behalf of,
<br />the voluntary or involuntary termination of existence by, nr the commencement of any proceeding under any
<br />present or future federat or state insolvency, bankruptcy, reorganization, composition or debtor relief law by
<br />or against Grantor, Borrower, or any co-signer, endorser, surety or guarantor of this Security Instrument or
<br />any other obligations Borrower has with Lender.
<br />C. Business Termination. Grantor merges, dissolves, reorganizes, ends its business or existence, or a
<br />partner or majority owner dies or is declared legally incompetent.
<br />D. Failure to Perform. Grantor fails to perform any condition or to keep any promise or covenant of this
<br />Security Instrument;
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<br />Downtown Center, LLC
<br />Nebraska Deed Of 7rust
<br />NEI4CROBINET00000000000622054102771N Wolters Kluwer Financial Services °1996, 2011 Bankers SystemsT""
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