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02 -15 -2000 r DEED OF TRUST 200001297 Page 4
<br />Loan No 766381 (Continued)
<br />Default on Other Payments. Failure of Trustor within the time required by this Deed of Trust to make any payment for taxes or insurance, or
<br />any other payment necessary to prevent filing of or to effect discharge of any lien.
<br />Compliance Default. Failure of Trustor to comply with any other term, obligation, covenant or condition contained in this Deed of Trust, the
<br />Note or in any of the Related Documents.
<br />Defective Collateralization. This Deed of Trust or any of the Related Documents ceases to be in full force and effect (including failure of any
<br />collateral documents to create a valid and perfected security interest or lien) at any time and for any reason.
<br />Death or Insolvency. The dissolution (regardless of whether election to continue is made), any member withdraws from the limited liability
<br />company, or any other termination of Trustor's existence as a going business or the death of any member, the insolvency of Trustor, the
<br />appointment of a receiver for any part of Trustor's property, any assignment for the benefit of creditors, any type of creditor workout, or the
<br />commencement of any proceeding under any bankruptcy or insolvency laws by or against Trustor.
<br />Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor
<br />dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.
<br />Adverse Change. A material adverse change occurs in Trustor's financial condition, or Lender believes the prospect of payment or
<br />performance of the Indebtedness is impaired.
<br />Insecurity. Lender in good faith deems itself insecure.
<br />RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter, Trustee or Lender, at its option,
<br />may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law:
<br />Acceleration upon Default; Additional Remedies. If any event of default occurs as per the terms of the Note secured hereby, Lender may
<br />declare all Indebtedness secured by this Deed of Trust to be due and payable and the same shall thereupon become due and payable without
<br />any presentment, demand, protest or notice of any kind. Thereafter, Lender may:
<br />(a) Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court and without
<br />regard to the adequacy of its security, enter upon and take possession of the Property, or any part thereof, in its own name or in the name
<br />of Trustee, and do any acts which it deems necessary or desirable to preserve the value, marketability or rentability of the Property, or part
<br />of the Property or interest in the Property; increase the income from the Property or protect the security of the Property; and, with or without
<br />taking possession of the Property, sue for or otherwise collect the rents, issues and profits of the Property, including those past due and
<br />unpaid, and apply the same, less costs and expenses of operation and collection, including attorneys' fees, to any indebtedness secured
<br />by this Deed of Trust, all in such order as Lender may determine. The entering upon and taking possession of the Property, the collection
<br />of such rents, issues and profits, and the application thereof shall not cure or waive any default or notice of default under this Deed of Trust
<br />or invalidate any act done in response to such default or pursuant to such notice of default; and, notwithstanding the continuance in
<br />possession of the Property or the collection, receipt and application of rents, issues or profits, Trustee or Lender shall be entitled to
<br />exercise every right provided for in the Note or the Related Documents or by law upon the occurrence of any event of default, including the
<br />right to exercise the power of sale;
<br />(b) Commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver or specifically enforce any of the covenants
<br />hereof; and
<br />(c) Deliver to Trustee a written declaration of default and demand for sale and a written notice of default and election to cause Trustor's
<br />interest in the Property to be sold, which notice Trustee shall cause to be duly filed for record in the appropriate offices of the County in
<br />which the Property is located; and
<br />(d) With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the
<br />Nebraska Uniform Commercial Code.
<br />Foreclosure by Power of Sale. If Lender elects to foreclose by exercise of the Power of Sale herein contained, Lender shall notify Trustee and
<br />shall deposit with Trustee this Deed of Trust and the Note and such receipts and evidence of expenditures made and secured by this Deed of
<br />Trust as Trustee may require.
<br />(a) Upon receipt of such notice from Lender, Trustee shall cause to be recorded, published and delivered to Trustor such Notice of Default
<br />and Notice of Sale as then required by law and by this Deed of Trust. Trustee shall, without demand on Trustor, after such time as may
<br />then be required by law and after recordation of such Notice of Default and after Notice of Sale having been given as required by law, sell
<br />the Property at the time and place of sale fixed by it in such Notice of Sale, either as a whole, or in separate lots or parcels or items as
<br />Trustee shall deem expedient, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of
<br />the United States payable at the time of sale. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or
<br />deeds conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters
<br />or facts shall be conclusive proof of the truthfulness thereof. Any person, including without limitation Trustor, Trustee, or Lender, may
<br />purchase at such sale.
<br />(b) As may be permitted by law, after deducting all costs, fees and expenses of Trustee and of this Trust, including costs of evidence of
<br />title in connection with sale, Trustee shall apply the proceeds of sale to payment of (i) all sums expended under the terms of this Deed of
<br />Trust or under the terms of the Note not then repaid, including but not limited to accrued interest and late charges, (ii) all other sums then
<br />secured hereby, and (iii) the remainder, if any, to the person or persons legally entitled thereto.
<br />(c) Trustee may in the manner provided by law postpone sale of all or any portion of the Property.
<br />Remedies Not Exclusive. Trustee and Lender, and each of them, shall be entitled to enforce payment and performance of any indebtedness
<br />or obligations secured by this Deed of Trust and to exercise all rights and powers under this Deed of Trust, under the Note, under any of the
<br />Related Documents, or under any other agreement or any laws now or hereafter in force; notwithstanding, some or all of such indebtedness
<br />and obligations secured by this Deed of Trust may now or hereafter be otherwise secured, whether by mortgage, deed of trust, pledge, lien,
<br />assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, whether by court action or pursuant to the power of
<br />sale or other powers contained in this Deed of Trust, shall prejudice or in any manner affect Trustee's or Lender's right to realize upon or
<br />enforce any other security now or hereafter held by Trustee or Lender, it being agreed that Trustee and Lender, and each of them, shall be
<br />entitled to enforce this Deed of Trust and any other security now or hereafter held by Lender or Trustee in such order and manner as they or
<br />either of them may in their absolute discretion determine. No remedy conferred upon or reserved to Trustee or Lender, is intended to be
<br />exclusive of any other remedy in this Deed of Trust or by law provided or permitted, but each shall be cumulative and shall be in addition to
<br />every other remedy given in this Deed of Trust or now or hereafter existing at law or in equity or by statute. Every power or remedy given by the
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