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<br />remedies hereunder, including, without limitation, Lender's right following an Event of Default
<br />to take immediate possession of the UCC Collateral and to exercise its rights and remedies with
<br />respect thereto.
<br />3.7 Proceeds of Dispositions; Expenses. Trustor shall pay to Lender on demand any
<br />and all expenses, including reasonable attorneys' fees and disbursements, incurred or paid by
<br />Lender in protecting, preserving or enforcing Lender's rights and remedies under or in respect of
<br />any of the Obligations or any of the UCC Collateral. After deducting all of the foregoing
<br />expenses, the residue of any proceeds of collection or sale or other disposition of the UCC
<br />Collateral shall, to the extent actually received in cash, be applied to the payment of the
<br />Obligations in such order or preference as Lender may determine. Upon the final payment and
<br />satisfaction in full of all of the Obligations and after making any payments required by
<br />Sections 9-608(a)(1)(C) or 9-615(a)(3) of the UCC, any excess shall be returned to Trustor. In
<br />the absence of final payment and satisfaction in full of all of the Obligations, Trustor shall
<br />remain liable for any deficiency.
<br />ARTICLE 4
<br />ASSIGNMENT OF LEASES AND RENTS
<br />4.1 Assignment of Leases and Rents. Trustor assigns, transfers, conveys, sets over
<br />and grants to Lender a security interest (pursuant to Section 52-1701 et seq. of the Revised
<br />Statutes of Nebraska) in all of Trustar's estate, right, title and interest in and to any Leases and
<br />Rents in connection with the Trust Estate and gives to and confers upon Lender the right, power
<br />and authority to collect such Rents; to give receipts, releases and satisfactions; to sue, in the
<br />name of Trustor or Lender, for all Rents; and to apply the Rents to the payment of the
<br />Obligations in such order as Lender shall determine. Trustor further irrevocably appoints Lender
<br />its true and lawful attorney-in-fact, at the option of Lender at any time and from time to time, to
<br />demand, receive and enforce payment, to give receipts, releases and satisfactions, and to sue, in
<br />the name of Trustor or Lender, for all Rents. Trustor authorizes and directs the lessees, tenants
<br />and occupants to make all payments under the Leases directly to Lender upon written demand by
<br />Lender, without further consent of Trustor; provided, however, that Trustor shall have the right
<br />to collect such Rents (but not more than ane month in advance unless the written approval of
<br />Lender is first obtained), and to retain and enjoy same, so long as a Default shall not have
<br />occurred. The assignment of the Rents made in this Section is intended to be an absolute,
<br />present assignment from Trustor to Lender and not merely the passing of a security interest.
<br />Rents collected subsequent to any Event of Default shall be applied at the direction af, and in
<br />such order as determined by, Lender to the costs, if any, of taking possession and control of and
<br />managing the Trust Estate and collecting such amounts, including to reasonable attorney's fees,
<br />receiver's fees, premiums an receiver's bonds, costs of repairs to the Trust Estate, premiums on
<br />insurance policies, taxes, assessments and other charges on the Trust Estate, and the costs of
<br />discharging any obligation or liability of Trustor with respect to the Leases and to the sums
<br />secured by this Deed of Trust.
<br />4.2 Rights of Lender. Upon the occurrence and during the continuance of an Event of
<br />Default, Lender may, at any time without notice (except if required by law), either in person, by
<br />agent or by acourt-appointed receiver, regardless of the adequacy of Lender's security, and at
<br />Lender's sole election (without any obligation to do so), enter upon and take possession and
<br />4$42-$419-5330.1 g
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