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202105675
<br />entered into for work to be performed or materials to be supplied to any portion of the Trust Estate prior to the date
<br />of this Deed of Trust.
<br />3.17 Purchase Money Deed of Trust. This Deed of Trust is a purchase money mortgage as a portion of the
<br />Secured Obligations are being used by Trustor to finance the acquisition of the Trust Estate.
<br />3.18 Grant of Security Interest. As further security for payment and performance of the Secured
<br />Obligations, Trustor grants to Lender a lien on and security interest in and to all of the UCC Collateral, and this
<br />Deed of Trust constitutes a security agreement with Trustor, as debtor, and Lender, as secured party. Lender
<br />confirms that, notwithstanding the inclusion of general intangibles as part of the UCC Collateral and the creation,
<br />attachment and perfection of Lender's lien on and security interest in general intangibles in accordance with the
<br />provision of UCC Section 9-408(a), such creation, attachment and perfection is subject to the limitations imposed by
<br />UCC Section 9-408(d) which provide that such creation, attachment, and perfection (a) is not enforceable against
<br />Franchisor; (b) does not impose a duty or obligation on Franchisor; (c) does not require Franchisor to recognize such
<br />lien and security interest, pay or render performance to Lender, or accept payment or performance from Lender;
<br />(d) does not entitle Lender to use or assign Trustor's rights under the Franchise Agreement; and (e) does not entitle
<br />Lender to use, assign, possess, or have access to any trade secrets or confidential information of Franchisor.
<br />3.19 Fixture Filing. This Deed of Trust shall be effective as a financing statement filed as a fixture filing
<br />with respect to all fixtures included within the Trust Estate and is to be filed for record in the real estate records of
<br />each county where any part of the Trust Estate (including said fixtures) is situated. For this purpose, the following
<br />information is set forth: (a) Trustor is the debtor and its address is the address of Trustor set forth in the introductory
<br />paragraph in this Deed of Trust; (b) Lender is the secured party and its address is the address of Lender set forth in
<br />the introductory paragraph of this Deed of Trust; (c) this financing statement covers goods which are or are to
<br />become fixtures on the real estate described on Exhibit 1.2 hereto; (d) Trustor (debtor) is the record fee simple
<br />owner of the real estate; and (e) this financing statement covers products and proceeds of the fixtures.
<br />ARTICLE 4
<br />ASSIGNMENT OF LEASES AND RENTS
<br />4.1 Assignment of Leases and Rents. Trustor assigns, transfers, conveys, sets over and grants to Lender a
<br />security interest (pursuant to Section 52-1701 et seq. of the Revised Statutes of Nebraska) in all of Trustor's estate,
<br />right, title and interest in and to the Leases and Rents and gives to and confers upon Lender the right, power and
<br />authority to collect the Rents; to give receipts, releases and satisfactions; to sue, in the name of Trustor or Lender,
<br />for all Rents; and to apply the Rents to the payment of the Obligations in such order as Lender shall determine.
<br />Trustor further irrevocably appoints Lender its true and lawful attorney-in-fact, at the option of Lender at any time
<br />and from time to time, to demand, receive and enforce payment, to give receipts, releases and satisfactions, and to
<br />sue, in the name of Trustor or Lender, for all Rents. Trustor authorizes and directs the lessees, tenants and
<br />occupants to make all payments under the Leases directly to Lender upon written demand by Lender, without further
<br />consent of Trustor; provided, however, that Trustor shall have the right to collect such Rents (but not more than one
<br />month in advance unless the written approval of Lender is first obtained), and to retain and enjoy same, so long as a
<br />Default shall not have occurred. THE ASSIGNMENT OF THE RENTS MADE IN THIS SECTION IS
<br />INTENDED TO BE AN ABSOLUTE, PRESENT ASSIGNMENT FROM TRUSTOR TO LENDER AND
<br />NOT MERELY THE PASSING OF A SECURITY INTEREST. Rents collected subsequent to any Event of
<br />Default shall be applied at the direction of, and in such order as determined by, Lender to the costs, if any, of taking
<br />possession and control of and managing the Trust Estate and collecting such amounts, including reasonable
<br />attorney's fees, receiver's fees, premiums on receiver's bonds, costs of repairs to the Trust Estate, premiums on
<br />insurance policies, taxes, assessments and other charges on the Trust Estate, and the costs of discharging any
<br />obligation or liability of Trustor with respect to the Leases and to the sums secured by this Deed of Trust.
<br />4.2 Rights of Lender. Upon the occurrence and during the continuance of an Event of Default, Lender
<br />may, at any time without notice (except if required by any Applicable Law), either in person, by agent or by a court-
<br />appointed receiver (with such receiver to have all powers and duties set forth for receivers in this Deed of Trust and
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