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03 -23 -2004 HAZARDOUS SUBSTANCES CERTIFICATE AND INDEMNITY Page 2
<br />Loan No (Continued)
<br />Hazardous Substances. After due inquiry and investigation, Borrower has no knowledge, or reason to believe, that the Property, whenever
<br />and whether owned by previous Occupants, has ever contained asbestos, PCB or other Hazardous Substances, whether used in construction
<br />or stored on the Property.
<br />No Notices. Borrower has received no summons, citation, directive, letter or other communication, written or oral, from any agency or
<br />department of any county or state or the U.S. Government concerning any intentional or unintentional action or omission on, under, or about the
<br />Property which has resulted in the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping of Hazardous Substances into
<br />any waters or onto any lands or where damage may have resulted to the lands, waters, fish, shellfish, wildlife, blota, air or other natural
<br />resources.
<br />AFFIRMATIVE COVENANTS. Subject to disclosures made and accepted by Lender in writing, Borrower hereby covenants with lender as follows:
<br />Use Of Property. Borrower will not use and does not intend to use the Property to generate, manufacture, refine, transport, treat, store, handle
<br />or dispose of any Hazardous Substances.
<br />Compliance with Environmental Laws. Borrower shall cause the Property and the operations conducted thereon to comply with all
<br />Environmental Laws and orders of any governmental authorities having jurisdiction under any Environmental Laws and shall obtain, keep in
<br />effect and comply with all govemmental permits and authorizations required by Environmental Laws with respect to such Property or
<br />operations. Borrower shall furnish Lender with copies of all such permits and authorizations and any amendments or renewals thereof and shall
<br />notify Lender of any expiration or revocation of such permits or authorizations.
<br />Preventive, Investigatory and Remedial Action. Borrower shall exercise extreme care in handling Hazardous.Substances if Borrower uses or
<br />encounters any. Borrower, at Borrower's expense, shall undertake any and all preventive, investigatory or remedial action (including emergency
<br />response, removal, containment and other remedial action) (a) required by any applicable Environmental Laws or orders by any governmental
<br />authority having jurisdiction under 'Environmental Laws, or (b) necessary to prevent or minimize property damage (including damage to
<br />Occupant's own property), personal Injury or damage to the environment, or the threat of any such damage or injury, by releases of or exposure
<br />to Hazardous Substances in connection with the Property or operations of any Occupant on the Property. In the event Borrower falls to perform
<br />any of Borrower's obligations under this section of the Agreement, Lender may (but shall not be required to) perform such obligations at
<br />Borrower's expense. All such costs and expenses incurred by Lender under this section and otherwise under this Agreement shall be
<br />reimbursed by Borrower to Lender upon demand with Interest at the Loan default rate, or in the absence of a default rate, At the Loan interest
<br />rate. Lender and Borrower intend that Lender shall have full recourse to Borrower for any sum at any time due to Lender under this Agreement.
<br />in performing any such obligations of Borrower, Lender shall at all times be deemed to be the agent of Borrower and shall not by reason of
<br />such performance be deemed to be assuming any responsibility of Borrower under any Environmental Law or to any third party. Borrower
<br />hereby irrevocably appoints Lender as Borrower's attorney -in -fact with full power to perform such of Borrower's obligations under this section
<br />of the Agreement as Lender deems necessary and appropriate.
<br />Notices. Borrower shall immediately notify Lender upon becoming aware of any of the following:
<br />(a) Any spill, release or disposal of a Hazardous Substance on any of the Property, or in connection with any of its operations If such spill,
<br />release or disposal must be reported to any governmental authority under applicable Environmental Laws.
<br />(b) Any contamination, or imminent threat of contamination, of the Properly by Hazardous Substances, or any violation of Environmental
<br />Laws in connection with the Property operations conducted on the Property.
<br />(c) Any order, notice of violation, fine or penalty or other similar action by any governmental authority relating to Hazardous Substances or
<br />Environmental Laws and the Property or the operations conducted on the Property.
<br />(d) Any judicial or administrative investigation or proceeding relating to Hazardous Substances or Environmental Laws and to the Property
<br />or the operations conducted on the Property.
<br />(e) Any matters relating to Hazardous Substances or Environmental Laws that would give a reasonably prudent Lender cause to be
<br />concerned that the value of Lender's security Interest in the Property may be reduced or threatened or that may impair, or threaten to
<br />impair, Borrower's ability to perform any of Us obligations under this Agreement when such performance is due.
<br />Access to Records. Borrower shall deliver to Lender, at Lenders request, copies of any and all documents in Borrower's possession or to
<br />which it has access relating to Hazardous Substances or Environmental Laws and the Property and the operations conducted on the Property,
<br />Including without limitation results of laboratory analyses, site assessments or studies, environmental audit reports and other consultants' studies
<br />and reports.
<br />Inspections. Lender reserves the right to inspect and investigate the Property and operations thereon at any time and from time to time, and
<br />Borrower shall cooperate fully with Lender in such inspection and Investigations. If Lender at any time has reason to believe that Borrower or
<br />any Occupants of the Property are not complying with all applicable Environmental Laws or with the requirements of this Agreement or that a
<br />material spill, release or disposal of Hazardous Substances has occurred on or under the Property, Lender may require Borrower to furnish
<br />Lender at Borrowers expense an environmental audit or a site assessment with respect to the matters of concern to Lender. Such audit or
<br />assessment shall be performed by a qualified consultant approved by Leader. Any inspections or tests made by Lender shall be for Lenders
<br />purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person.
<br />BORROWER'S WAIVER AND INDEMNIFICATION. Borrower hereby indemnifies and holds harmless Leader and Lender's officers, directors,
<br />employees and agents, and Lender's successors and assigns and their officers, directors, employees and agents against any and all claims
<br />demands, losses, liabilities, costs and expenses (including without limitation attomays' fees at trial and on any appeal or petition for review) incurred
<br />by such person (a) arising out of or relating to any Investigatory or remedial action involving the Property, the operations conducted on the Property
<br />or any other operations of Borrower or any Occupant and required by Environments] Laws or by orders of any governmental authority having
<br />jurisdiction under any Environmental Laws, or (b) on account of injury to any person whatsoever or damage to any property arising out of, in
<br />connection with, or in any way relating to (i) the breach of any covenant contained in this Agreement, (ii) the violation of any Environmental Laws,
<br />(iii) the use, treatment, storage, generation, manufacture, transport, release, spill disposal or other handling of Hazardous Substances on the
<br />Property, (iv) the contamination of any of the Property by Hazardous Substances by any means whatsoever (including without limitation any
<br />presently existing contamination of the Property), or (v) any costs Incurred by Lender pursuant to this Agreement. In addition to this Indemnity,
<br />Borrower hereby releases and walves all present and future claims against Lender for indemnity or contribution in the event Borrower becomes liable
<br />for cleanup or other costs under any Environmental Laws.
<br />PAYMENT: FULL RECOURSE TO BORROWER. Lender and Borrower intend that Lender shall have full recourse to Borrower for Borrowers
<br />obligations hereunder as they become due to Lender under this Agreement. Such liabilities, losses, claims, damages and expenses shall be
<br />reimbursable to Lender as Lenders obligations to make payments with respect thereto are incurred, without any requirement of waiting for the
<br />ultimate outcome of any litigation, claim or other proceeding, and Borrower shall pay such liability, bases, claims, damages and expenses to Lender
<br />as so incurred within thirty (30) days after written notice from Lender. Londers notice shall contain a brief itemization of the amounts Inured to the
<br />date of such notice. In addition to any remedy available for failure to pay periodically such amounts, such amounts shall thereafter bear interest at
<br />the Loan default rate, or in the absence of a default rate, at the Loan Interest rate.
<br />SURVIVAL The covenants contained in this Agreement shall survive (a) the repayment of the Loan, (b) any foreclosure, whether judicial or
<br />nonjudicial, of the Property, and (c) any delivery of a deed in lieu of foreclosure to Lender or any successor of Lender. The covenants contained in
<br />this Agreement shall be for the benefit of Lender and any successor to Lender, as holder of any security interest in the Property or the indebtedness
<br />secured thereby, or as owner of the Property following foreclosure or the delivery of a dead in lieu of foreclosure.
<br />MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:
<br />Applicable Law. This Agreement has been delivered to Lender and accepted by Lender In the State of Nebraska This Agreement shall
<br />be governed by and construed In accordance with the laws of the State of Nebraska
<br />Attorneys' Fees; Expenses. Borrower agrees to pay upon demand all of Lenders costs and expenses, including attorneys' fees and Lenders
<br />legal expenses, incurred in connection with the enforcement of this Agreement Lender may pay someone else to help enforce this Agreement,
<br />and Borrower shall pay the costs and expenses of such enforcement Costs and expenses Include Lenders attorneys' fees and legal expenses
<br />whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (and Including efforts to modify or
<br />vacate any automatic stay or Injunction), appeals, and any anticipated post- judgment collection services. Borrower also shall pay all court costs
<br />and such additional fees as may be directed by the court
<br />Severability. If a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable as to any person or
<br />circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any
<br />such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however, If the offending provision
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