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200003380 possession of any item of the Collateral or any proceeds thereof, the Mortgagee shall have and is hereby granted the right to use, improve, operate, hold, lease, sell or otherwise dispose of said item and the proceeds thereof, in such manner and for such consideration as the Mortgagee in its discretion deems to be in its best interest. In the event that Mortgagee sells or otherwise disposes of all or any portion of any item of the Personal Collateral, the Mortgagor acknowledges and agrees that any sale of such item, after having given Mortgagor thirty (30) days' written notice, including the method, manner, time, place and terms, and a statement to the effect that the debtor (including Mortgagor) may be liable for any deficiency existing after sale or disposition of the Personal Collateral, shall be conclusively deemed to be commercially reasonable and the Mortgagor hereby waives any and all further notice of the time and place at or after which any such sale or other disposition is to be made and agrees that the Mortgagee may purchase all or any portion of the Personal Collateral by means of a private sale to itself. Mortgagor acknowledges, covenants and agrees that Mortgagee's enforcing of rights and remedies as provided herein shall not be considered as the discharge or satjsfaction of the Mortgagor's obligations under this Mortgage or the 2000 Notes or the other Operative Agreements. The Mortgagor agrees that, notwithstanding any attempts by the Mortgagee to sell or otherwise dispose of all or any portion of the Personal Collateral, the Mortgagee will not have waived and may at its option avail itself of the rights granted pursuant to Section 9- 505(2) of the Uniform Commercial Code (or any successor provision). The Mortgagor acknowledges and agrees that, unless the Mortgagee avails itself of said rights, the proceeds of any disposition of any of the Collateral or any portion thereof, shall be applied pursuant to the applicable provisions of the Uniform Commercial Code and that the reasonable expenses of retaking, holding, preparing for sale, selling, leasing and the like shall be inclusive of but not limited to any and all attorneys' fees and legal expenses incurred by the Mortgagee. The Mortgagor hereby consents and agrees to any and all actions taken or not taken by the Mortgagee of every and any kind or character whatsoever, growing out of or referable to the Mortgagee's possession of the Collateral or growing out of or referable to any and all actions taken or not taken by the Mortgagee in the custody and preservation of the Collateral. The Mortgagor hereby expressly acknowledges and agrees that the Mortgagee shall not be liable for any loss caused by Mortgagee's failure to meet any obligations imposed upon it by the Uniform Commercial Code or any other law pertaining to possession of collateral; and the Mortgagor hereby expressly covenants, acknowledges, and agrees that any and all actions taken or not taken by the Mortgagee in connection with the Mortgagee's using, improving, operating, holding, having possession of or dealing with any or all of the Collateral and in connection with the Mortgagee's disposition of any or all of the Collateral, shall not be considered as an impairment of any collateral given by Mortgagor and the 2000 MORTGAGE (Grand Island, Nebraska) I+zI