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<br />200511354
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<br />pursuant to any Loan Document; all reserves, deferred payments, deposits, accounts, refunds, cost
<br />savings and payments of any kind related to the Property or any portion thereof, including, without
<br />limitation, all "Impounds" as defined herein; together with all replacements and proceeds of, and
<br />additions and accessions to, any of the foregoing, and all books, records and files relating to any of the
<br />foregoing.
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<br />As to all of the above-described personal property which is or which hereafter becomes a "fixture" under
<br />applicable law, this Security Instrument constitutes a fixture filing under the Nebraska Uniform Commercia]
<br />Code as amended or recodified from time to time ("UCC").
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<br />4.2 COVENANTS. Borrower agrees: (a) to execute and deliver such documents as Lender deems necessary to
<br />create, perfect and continue the security interests contemplated hereby; (b) not to change its name, and, as
<br />applicable, its chief executive offices, its principal residence or the jurisdiction in which it is organized
<br />without giving Lender at least 30 days' prior written notice thereof; and (c) to cooperate with Lender in
<br />perfecting all security interests granted herein and in obtaining such agreements from third parties as Lender
<br />deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any
<br />of Lender's rights hereunder.
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<br />4.3 RIGHTS OF LENDER. ]n addition to Lender's rights as a "Secured Party" under the UCC, Lender may,
<br />but shall not be obligated to, at any time without notice and at the expense of Borrower: (a) give notice to any
<br />person of Lender's rights hereunder and enforce such rights at law or in equity; (b) insure, protect, defend and
<br />preserve the Collateral or any rights or interests of Lender therein; and (c) inspect the Collateral.
<br />Notwithstanding the above, in no event shall Lender be deemed to have accepted any property other than cash
<br />in satisfaction of any obligation of Borrower to Lender unless Lender shall make an express written election
<br />of said remedy under the Dcc or other applicable law.
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<br />4.4 RIGHTS OF LENDER UPON DEFAULT. Upon the occurrence of a Default, then in addition to all of
<br />Lender's rights as a "Secured Party" under the UCC or otherwise at law:
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<br />a. Disposition of Collateral. Lender may: (i) upon written notice, require Borrower to assemble any or
<br />all of the Collateral and make it available to Lender at a place designated by Lender; (ii) without prior
<br />notice, enter upon the Property or other place where the Collateral may be located and take possession
<br />of, collect, sell, lease, license and otherwise dispose of the Collateral, and store the same at locations
<br />acceptable to Lender at Borrower's expense; or (iii) sell, assign and deliver the Collateral at any place
<br />or in any lawful manner and bid and become purchaser at any such sales; and
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<br />b. Other Ril!hts. Lender may, for the account of Borrower and at Borrower's expense: (i) operate, use,
<br />consume, sell, lease, license or otherwise dispose of the Collateral as Lender deems appropriate for the
<br />purpose of performing any or all of the Secured Obligations; (ii) enter into any agreement, compromise
<br />or settlement including insurance claims, which Lender may deem desirable or proper with respect to
<br />any of the Collateral; and (iii) endorse and deliver evidences of title for, and receive, enforce and
<br />collect by legal action or otherwise, all indebtedness and obligations now or hereafter owing to
<br />Borrower in connection with or on account of any or all of the Collateral.
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<br />Borrower acknowledges and agrees that a disposition of the Collateral in accordance with Lender's rights and
<br />remedies as heretofore provided is a disposition thereof in a commercially reasonable manner and that 5 days'
<br />prior notice of such disposition is commercially reasonable notice. Lender shall have no obligation to process
<br />or prepare the Collateral for sale or other disposition. In disposing of the Collateral, Lender may disclaim all
<br />warranties of title, possession, quiet enjoyment and the like. Any proceeds of any sale or other disposition of
<br />the Collateral may be applied by Lender first to the reasonable expenses incurred by Lender in connection
<br />therewith, including, without limitation, reasonable attorneys' fees and disbursements, and then to the
<br />payment of the Secured Obligations, in such order of application as Lender may from time to time elect.
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<br />4.5 POWER OF ATTORNEY. Borrower hereby irrevocably appoints Lender as Borrower's attorney-in-fact
<br />(such agency being coupled with an interest), and as such attorney-in-fact, Lender may, without the obligation
<br />to do so, in Lender's name or in the name of Borrower, prepare, execute, file and record financing statements,
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<br />Master SI REG NE (rev. 08/2005)
<br />1245359.6
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