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200604018
<br />(e) institute an action, suit or proceeding in equity for the specific performance of any
<br />covenant, condition or agreement contained herein, in the Note, the Loan Agreement or in the
<br />other Loan Documents;
<br />(f) recover judgment on the Note either before, during or after any proceedings for
<br />the enforcement of this Security Instrument or the other Loan Documents;
<br />(g) apply for the appointment of a receiver, trustee, liquidator or conservator of the
<br />Property, without notice and without regard for the adequacy of the security for the Secured
<br />Obligations and without regard for the solvency of Borrower or any other Person liable for the
<br />payment of the Secured Obligations;
<br />(h) the license granted to Borrower under Section 1.2 hereof shall automatically be
<br />revoked and Lender may enter into or upon the Property, either personally or by its agents,
<br />nominees or attorneys and dispossess Borrower and its agents and servants therefrom, without
<br />liability for trespass, damages or otherwise and exclude Borrower and its agents or servants
<br />wholly therefrom, and take possession of all books, records and accounts relating thereto and
<br />Borrower agrees to surrender possession of the Property and of such books, records and accounts
<br />to Lender upon demand, and thereupon Lender may (i) use, operate, manage, control, insure,
<br />maintain, repair, restore and otherwise deal with all and every part of the Property and conduct
<br />the business thereat; (ii) complete any construction on the Property in such manner and form as
<br />Lender deems advisable; (iii) make alterations, additions, renewals, replacements and
<br />improvements to or on the Property; (iv) exercise all rights and powers of Borrower with respect
<br />to the Property, whether in the name of Borrower or otherwise, including, without limitation, the
<br />right to make, cancel, enforce or modify Leases, obtain and evict tenants, and demand, sue for,
<br />collect and receive all Rents of the Property and every part thereof; (v) require Borrower to pay
<br />monthly in advance to Lender, or any receiver appointed to collect the Rents, the fair and
<br />reasonable rental value for the use and occupation of such part of the Property as may be
<br />occupied by Borrower; (vi) require Borrower to vacate and surrender possession of the Property
<br />to Lender or to such receiver and, in default thereof, Borrower may be evicted by summary
<br />proceedings or otherwise; and (vii) apply the receipts from the Property to the payment of the
<br />Secured Obligations, in such order, priority and proportions as Lender shall deem appropriate in
<br />its sole discretion after deducting therefrom all expenses (including reasonable attorneys' fees)
<br />incurred in connection with the aforesaid operations and all amounts necessary to pay the Taxes,
<br />insurance and other expenses in connection with the Property, as well as just and reasonable
<br />compensation for the services of Fender, its counsel, agents and employees;
<br />W exercise any and all rights and remedies granted to a secured party upon default
<br />under the Uniform Commercial Code, including, without limiting the generality of the foregoing:
<br />(i) the right to take possession of the Fixtures or any part thereof, and to take such other
<br />measures as Lender or Trustee may deem necessary for the care, protection and preservation of
<br />the Fixtures, and (ii) request Borrower at its expense to assemble the Fixtures and snake it
<br />available to Lender at a convenient place acceptable to Lender. Any notice of sale, disposition or
<br />other intended action by Lender or Trustee with respect to the Fixtures sent to Borrower in
<br />accordance with the provisions hereof at least five (5) business days prior to such action shall
<br />constitute commercially reasonable notice to Borrower;
<br />0) apply any sums then deposited or held in escrow or otherwise by or on behalf of
<br />Lender in accordance with the terms of the Loan Agreement, this Security Instrument or any
<br />8
<br />Nebraska
<br />[TPW: NYLEGALA23132.1] 20528 -00020 01/26/2006 10:14 AM
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