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201002922
<br />(ii) Master Collateral Agent may, at its option, bring an action for
<br />foreclosure in the manner provided for foreclosures of real property under the laws of the State
<br />of Nebraska.
<br />To the extent and under such circumstances as are permitted by law, Master Collateral Agent
<br />may be a purchaser at any such sale.
<br />(d) Trustee and Master Collateral Agent shall have all rights, remedies and
<br />recourses granted in the Benefited Creditor Documents and available at law ar equity (including
<br />specifically those granted by the Uniform Commercial Code in effect and applicable to the
<br />Property or any portion thereof) and the same (i) shall be cumulative and concurrent; (ii) may be
<br />pursued separately, successively or concurrently against Arctic Group, Subsidiary, any guarantor
<br />of the Indebtedness or others obligated under the Benefited Creditor Documents, or against the
<br />Property, or against any one or more of them at the sole discretion of Master Collateral Agent;
<br />(iii) may be exercised as often as occasion therefor shall arise, it being agreed by Subsidiary that
<br />the exercise or failure to exercise any of the same shall in no event be construed as a waiver or
<br />release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be,
<br />nonexclusive.
<br />(e) To the fullest extent permitted by law, Subsidiary hereby irrevocably and
<br />unconditionally waives and releases (i) all benefits that might accrue to Subsidiary by any
<br />present or future laws exempting the Property from attachment, levy or sale on execution or
<br />providing for any appraisement, valuation, stay of execution, exemption from civil process,
<br />redemption or extension of time for payment; (ii) all notices of any Event of Default (except as
<br />may be specifically provided far under the terms hereof), presentment, demand, notice of intent
<br />to accelerate, notice of acceleration and any other notice of Master Collateral Agent's or Trustee's
<br />election to exercise or the actual exercise of any right, remedy or recourse provided for under the
<br />Benefited Creditor Documents; (iii) any right to appraisal or marshalling of assets or a sale in
<br />inverse order of alienation; (iv) the exemption of homestead; and (v) the administration of estates
<br />of decedents, or other matter to defeat, reduce or affect the right of Master Collateral Agent
<br />under the terms of this Instrument to sell the Property for the collection of the Indebtedness
<br />secured hereby (without any prior or different resort for collection) or the right of Master
<br />Collateral Agent, under the terms of this Instrument, to receive the payment of the Indebtedness
<br />out of the proceeds of sale of the Property in preference to every other person and claimant
<br />whatever (only reasonable expenses of such sale being first deducted).
<br />(f) The proceeds of any sale af, and the rents, profits and other income
<br />generated by the holding, leasing, operating or other use of the Property, shall be applied by
<br />Master Collateral Agent (or the receiver, if one is appointed) to the extent that funds are so
<br />available therefrom in the following orders of priority: (i) first, to the payment of the costs and
<br />expenses of taking possession of the Property and of holding, using, leasing, maintaining,
<br />repairing, improving and selling the same, including, without limitation, (A) receiver's fees;
<br />(B) costs of advertisement; (C) attorneys' and accountants' fees; and (D) court costs; if any;
<br />(ii) second, to the payment of all amounts, other than the principal amount and accrued but
<br />unpaid interest under the Benefited Creditor Documents which may be due to Master Collateral
<br />Agent under the Benefited Creditor Documents, including all Indebtedness, together with interest
<br />20
<br />(Grand Island, Hall County, Nebraska)
<br />10476803.5
<br />14451-2246
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