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<br />200604319
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<br />UCC FINANCING 8T A TEMENT
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<br />EXHIBIT "A"
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<br />All right, title, interest and estate of Debtor now owned or hereafter acquired in and
<br />to the following property, rights, interests and estates:
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<br />1. The Loan Agreement, between the Debtor, as lender, and Grand Island Regency
<br />Retirement, Inc., Grand Island, Nebraska, as borrower, dated as of April 19, 2006, (the "Loan
<br />Agreement"), including all extensions, renewals or modifications thereof, if any, together with all
<br />rights of the Debtor thereunder, including but not limited to the present and continuing right to make
<br />claim for, collect, receive and receipt for any of the payments receivable under the Loan Agreement,
<br />to bring actions and exercise all rights and remedies of a secured party therein or under the Uniform
<br />Commercial Code provided for and to do any and all things which the Debtor is entitled or may
<br />become entitled to do thereunder, provided, however, that the rights of indemnification and the right
<br />to reimbursement for expenses provided for in the Loan Agreement are and shall be reserved to
<br />Debtor;
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<br />2. The Promissory Note, dated as of April 19, 2006, executed and delivered by Grand
<br />Island Regency Retirement, Inc., Grand Island, Nebraska to the Debtor evidencing Grand Island
<br />Regency Retirement, Inc., Grand Island, Nebraska's obligation to repay its borrowing under the Loan
<br />Agreement (the "Note"), including all extensions, renewals, or modifications thereof, ifany, together
<br />with all rights of the Debtor thereunder, which such Note has been assigned to and is payable to the
<br />order of Heritage Bank as Trustee (the "Trustee");
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<br />3. The Mortgage, Security Agreement, and Assignment of Leases and Rents executed
<br />among Grand Island Regency Retirement, Inc., Grand Island, Nebraska, the Debtor, and the Trustee,
<br />dated April 19, 2006, covering, among other properties, the real estate described in Exhibit B (the
<br />"Mortgage"), including all extensions renewals or modifications thereof, if any, together with all
<br />rights of the Debtor thereunder, including but not limited to, the right to request the appointment of
<br />a receiver for the Project (as defined in the Loan Agreement), to exercise all rights and remedies as
<br />provided for therein, to bring actions and proceedings thereunder or for the enforcement thereof, and
<br />to do any and all things which Debtor is entitled or may become entitled to do thereunder, such
<br />assignment to be further evidenced by written memorandum in recordable form;
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<br />4. All moneys and securities from time to time held by the Trustee under the terms of
<br />the Indenture, dated April 19, 2006, between the Debtor and the Trustee (the "Indenture");
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<br />5. Any and all other property of every name and nature from time to time hereafter by
<br />delivery or by writing of any kind conveyed, mortgaged, pledged, assigned or transferred, as and for
<br />additional security hereunder by the Debtor or by anyone on its behalf to the Trustee, which is
<br />hereby authorized to receive any and all such property at any time and all times and to hold and apply
<br />the same subject to the terms hereof; and
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<br />6. Any and all proceeds from any property described above.
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