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200003380 <br />expense; (ii) promptly notify Mortgagee of any attachment or other legal <br />process levied against any of the Collateral and any information received by <br />Mortgagor relative to the Collateral, Mortgagor's tenants or users of space or <br />other persons obligated in connection therewith, which may in any way <br />affect the value of the Collateral or the rights and remedies of Mortgagee in <br />respect thereto; (iii) reimburse Mortgagee upon demand for any and all <br />costs, including without limitation reasonable attorneys' and accountants' <br />fees, and other expenses incurred in collecting any sums payable by <br />Mortgagor under any obligation secured hereby, or in the checking, handling <br />and collection of the Collateral or enforcement of any agreement relating <br />thereto; (iv) notify Mortgagee as to any location other than the Mortgaged <br />Property at which any item of the Collateral is or will be kept, and of any <br />removal thereof to such new location, including without limitation each office <br />of Mortgagor at which records relating to the Collateral are kept provided <br />that Mortgagor shall not remove any item of the Collateral from the <br />Mortgaged Property without written permission from Mortgagee; (v) do all <br />acts necessary to maintain, preserve and protect all Collateral, keep all <br />Collateral in good condition and repair and prevVt any waste or unusual or <br />unreasonable depreciation thereof; and (vi) join with Mortgagee at its <br />request from time to time in executing financing statements, amendments <br />thereto and continuation statements, and pay the cost of the filing of the <br />same whenever and wherever Mortgagee deems desirable, and execute <br />and deliver to Mortgagee further documents and instruments and do such <br />other acts and things as Mortgagee may reasonably request in order to <br />effectuate fully the purposes and intent hereof. <br />Section 4.5 Mortgagee may at any time after a default by Mortgagor, without prior notice <br />to Mortgagor, collect proceeds of the Collateral and may give notice of <br />assignment to any and all of Mortgagor's tenants or users, and Mortgagor <br />does hereby irrevocably constitute and appoint Mortgagee its true and lawful <br />attorney -in -fact to enforce in Mortgagor's name or in Mortgagee's name or <br />otherwise all rights of Mortgagor in the Collateral and to do any and all things <br />necessary and proper to carry out the purposes hereof; provided, however, <br />Mortgagor shall have the right to collect, retain, use and enjoy such <br />proceeds subject to the terms hereof and the documents securing <br />Mortgagor's obligations thereunder prior to any default under the 2000 <br />Notes, this Mortgage or the other Operative Agreements. It is hereby <br />recognized that the power of attorney herein granted is coupled with an <br />interest and shall not be revocable and Mortgagee shall have the right to <br />exercise this power of attorney upon any default under the 2000 Notes, this <br />Mortgage or the other Operative Agreements. <br />V. MISCELLANEOUS PROVISIONS. <br />Section 5.1 By accepting payment of any sum secured hereby after its due date or in an <br />amount less than the sum due, Mortgagee does not waive its rights either to <br />2000 MORTGAGE <br />(Grand Island, Nebraska) <br />26 <br />