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201107889 B. If at any time the Surviving Corporation shall consider or be advised that any further assignment or assurance in law or other action is necessary or desirable to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation the title to any property or rights of the Non-Surviving Corporation acquired or to be acquired by or as a result of the merger, the proper officers and directors of the Non-Surviving Corporation and the Surviving Corporation, respectively, shall be and they hereby are severally and fully authorized to execute and deliver such deeds, assignments and assurances in law and take such other action as may be necessary or proper in the name of the Non-Surviving Corporation or the Surviving Corporation to vest, perfect or confirm title to such property or rights in the Surviving Corporation and otherwise carry out the purposes of this Plan. ARTICLE VI. Miscellaneous A. For the convenience of the parties and to facilitate the filing and recording of this Plan, any number of counterparts hereof may be executed; each such counterpart shall be deemed to be an original instrument, all of which together shall constitute one agreement. B. THIS PLAN AND THE LEGAL RELATIONS BETWEEN THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEBRASKA. C. This Plan cannot be altered or amended except pursuant to an instrument in writing signed on behalf of the parties hereto. D. At any time, or from time to time, after the Effective Time of the Merger, the last acting officers and directors of the Non-Surviving Corporation shall, as and when requested by the Surviving Corporation or its successors or assigns, execute and deliver all such deeds, assignments and other instruments and take or cause to be taken all such further action as the Surviving Corporation or its successors and assigns may deem necessary or desirable in order to vest, perfect or confirm in the Surviving Corporation title to and possession of all properties, rights, privileges, powers, franchises, immunities and interests of the Non-Surviving Corporation, and otherwise to carry out the purpose of this Plan. IN WITNESS WI1EREOF, each the Constituent Corporations has caused this Plan to be signed by an officer pursuant to authorization contained in a resolution adopted by its Board of Directors approving this Plan, all on the date first above written. Nebraska Association for Developmental Ho, us' g By , Ivan H. Klein, President Mid-Nebraska Association for Developmental Housi g By. Ivan H. Klein, President N.\EDSISS\DOCS\19246\0002\FP6678.DOC 4