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Recording Requested By,
<br />And Afte Rec. ding, Return To:
<br />WELLS F ' • BANK, e f (N —
<br />NATIONA► • SSOCIATION
<br />MAC: R4057 11R W Q-1, lS cV
<br />7711 Plantat'. Road, 1 Floor ,- $ A- H-r. _ k, yA.
<br />Roanoke, Vi gin = 24019
<br />Attn: Loan V ocu entation LT" O. O (/ t 3 3,T)
<br />Roa- cGkt., vA 3-`Ec/ 3 3-` cl
<br />AGREEMENT AND ACKNOWLEDGMENT OF SECURITY INTEREST
<br />(LANDLORD WAIVER)
<br />5U81'3
<br />THIS AGREEMENT AND ACKNOWLEDGMENT OF SECURITY INTEREST (this "Agreement ") is
<br />entered into as of November 16, 2015, by and among WELLS FARGO BANK, NATIONAL
<br />ASSOCIATION ( "Bank "), LIFT SOLUTIONS, INC. ( "Debtor ") and BUEHLER PROPERTIES, LLC
<br />( "Landlord ").
<br />WHEREAS, Bank has extended, or has agreed to extend, credit to Debtor on the condition, among
<br />others, that such credit be secured by a security interest in some or all of Debtor's personal property,
<br />including without limitation inventory and equipment (collectively, the "Collateral "), and all or a portion of
<br />the Collateral is now or may hereafter be located on that certain real property owned by Landlord in Hall
<br />County, Nebraska, as more particularly described on Exhibit A attached hereto and incorporated herein
<br />by this reference (the "Property "); and
<br />WHEREAS, in extending or continuing to extend such credit to Debtor, Bank is relying on the
<br />acknowledgments, representations and agreements relating to the Collateral set forth herein.
<br />NOW, THEREFORE, Landlord, Debtor and Bank hereby acknowledge, represent and agree as
<br />follows:
<br />1. Landlord's Acknowledgment. Landlord acknowledges that the security interest of Bank in
<br />the Collateral is senior and superior to any claim or right in all or any portion thereof which Landlord now
<br />has or may at any time hereafter acquire. Landlord confirms that Landlord has not received notice from
<br />any person or entity other than Bank of any claim of right, title or interest in or to any of the Collateral.
<br />2. Notice and License. Landlord agrees to deliver to Bank, at the same time as delivery to
<br />Debtor, a copy of any notice given by Landlord to Debtor regarding any breach of, or limitation or
<br />termination of, any lease or other agreement between Debtor and Landlord relating to Debtor's use and
<br />possession of the Property. Subject to the terms and conditions of this Agreement, Landlord and, where
<br />applicable, Debtor agree that notwithstanding any failure by Debtor to perform under, or the termination
<br />of, any lease or other agreement between Debtor and Landlord relating to Debtor's use and possession of
<br />the Property: (a) Landlord will not dispose of the Collateral nor assert any right or interest therein unless
<br />it has first notified Bank in writing and has given Bank a reasonable opportunity to exercise Bank's rights
<br />in and to the Collateral; and (b) Bank is hereby granted the right and license to enter upon the Property
<br />and to possess and use the Property to take possession of the Collateral and to exercise Bank's rights,
<br />powers and remedies with respect to the Collateral, including without limitation completing any work in
<br />process, removing any or all of the Collateral from the Property, and sorting, assembling, selling
<br />(including by auction sale held on the Property) and otherwise disposing of the Collateral in accordance
<br />G:\NE #62661 \Lift Solutions, Inc.
<br />7829809056\20150917003 K.Carlisle (924 Claude
<br />Road) C- 301_NE.doc (Rev. 07/14)
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