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03=28 -2000 20000249 0 DEED OF TRUST 3; Page 3
<br />Loan No 766793 (Continued)
<br />Hazardous Substances. The terms "hazardous waste," "hazardous substance," "disposal," "release," and "threatened release," as used in this
<br />Deed of Trust, shall have the same meanings as set forth in the Comprehensive Environmental Response, Compensation, and Liability Act of
<br />1980, as amended, 42 U.S.C. Section 9601, et seq. ( "CERCLA "), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No.
<br />99-499 ( "SARA "), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act,
<br />42 U.S.C. Section 6901, at seq., or other applicable state or Federal laws, rules, or regulations adopted pursuant to any of the foregoing. The
<br />terms "hazardous waste" and "hazardous substance" shall also include, without limitation, petroleum and petroleum by- products or any fraction
<br />thereof and asbestos. Trustor represents and warrants to Lender that: (a) During the period of Trustor's ownership of the Property, there has
<br />been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any hazardous waste or substance by any
<br />person on, under, about or from the Property; (b) Trustor has no knowledge of, or reason to believe that there has been, except as previously
<br />disclosed to and acknowledged by Lender in writing, (i) any use, generation, manufacture, storage, treatment, disposal, release, or threatened
<br />release of any hazardous waste or substance on, under, about or from the Property by any prior owners or occupants of the Property or (ii) any
<br />actual or threatened litigation or claims of any kind by any person relating to such matters; and (c) Except as previously disclosed to and
<br />acknowledged by Lender in writing, (i) neither Trustor nor any tenant, contractor, agent or other authorized user of the Property shall use,
<br />generate, manufacture, store, treat, dispose of, or release any hazardous waste or substance on, under, about or from the Property and (ii) any
<br />such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without
<br />limitation those laws, regulations, and ordinances described above. Trustor authorizes Lender and its agents to enter upon the Property to
<br />make such inspections and tests, at Trustor's expense, as Lender may deem appropriate to determine compliance of the Property with this
<br />section of the Deed of Trust. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create
<br />any responsibility or liability on the part of Lender to Trustor or to any other person. The representations and warranties contained herein are
<br />based on Trustor's due diligence in investigating the Property for hazardous waste and hazardous substances. Trustor hereby (a) releases and
<br />waives any future claims against Lender for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any
<br />such laws, and (b) agrees to indemnify and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and
<br />expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Deed of Trust or as a
<br />consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the
<br />properties. The provisions of this section of the Deed of Trust, including the obligation to indemnify, shall survive the payment of the
<br />Indebtedness and the satisfaction and reconveyance of the lien of this Deed of Trust and shall not be affected by Lender's acquisition of any
<br />interest in the Property, whether by foreclosure or otherwise.
<br />Nuisance, Waste. Trustor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the
<br />Property or any portion of the Property. Without limiting the generality of the foregoing, Trustor will not remove, or grant to any other party the
<br />right to remove, any timber, minerals (including oil and gas), soil, gravel or rock products without the prior written consent of Lender.
<br />Removal of Improvements. Trustor shall not demolish or remove any Improvements from the Real Property without the prior written consent
<br />of Lender. As a condition to the removal of any Improvements, Lender may require Trustor to make arrangements satisfactory to Lender to
<br />replace such Improvements with Improvements of at least equal value.
<br />Lender's Right to Enter. Lender and its agents and representatives may enter upon the Real Property at all reasonable times to attend to
<br />Lender's interests and to inspect the Property for purposes of Trustor's compliance with the terms and conditions of this Deed of Trust.
<br />Compliance with Governmental Requirements. Trustor shall promptly comply with all laws, ordinances, and
<br />effect, of all governmental authorities applicable to the use or occupancy of the Property, including without
<br />Disabilities Act. Trustor may contest in good faith and
<br />including appropriate appeals, so long as Trustor has
<br />Lender's interests in the Property are not jeopardized.
<br />satisfactory to Lender, to protect Lender's interest.
<br />such law, ordinance, or regulation and withhold com
<br />notified Lender in writing prior to doing so and so Ion
<br />Lender may require Trustor to post adequate securi
<br />tyregulations, now or hereafter in
<br />limitation, the Americans With
<br />pliance during any proceeding,
<br />g as, in Lender's sole opinion,
<br />or a surety bond, reasonably
<br />Duty to Protect. Trustor agrees neither to abandon nor leave unattended the Property. Trustor shall do all other acts, in addition to those acts
<br />set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property.
<br />CONSTRUCTION LOAN. If some or all of the proceeds of the loan creating the Indebtedness are to be used to construct or complete construction
<br />of any Improvements on the Property, the Improvements shall be completed no later than the maturity date of the Note (or such earlier date as
<br />Lender may reasonably establish) and Trustor shall pay in full all costs and expenses in connection with the work. Lender, at its option, may
<br />disburse loan proceeds under such terms and conditions as Lender may deem necessary to insure that the interest created by this Deed of Trust
<br />shall have priority over all possible liens, including those of material suppliers and workmen. Lender may require, among other things, that
<br />disbursement requests be supported by receipted bills, expense affidavits, waivers of liens, construction progress reports, and such other
<br />documentation as Lender may reasonably request:
<br />DUE ON SALE - CONSENT BY LENDER. Lender may, at its option, declare immediately due and payable all sums secured by this Deed of Trust
<br />upon the sale or transfer, without the Lender's prior written consent, of all or any part of the Real Property, or any interest in the Real Property. A
<br />"sale or transfer" means the conveyance of Real Property or any right, title or interest therein; whether legal, beneficial or equitable; whether voluntary
<br />or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than
<br />three (3) years, lease- option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real
<br />Property, or by any other method of conveyance of Real Property interest. If any Trustor is a corporation, partnership or limited liability company,
<br />transfer also includes any change in ownership of more than twenty-five percent (25 %) of the voting stock, partnership interests or limited liability
<br />company interests, as the case may be, of Trustor. However, this option shall not be exercised by Lender if such exercise is prohibited by federal
<br />law or by Nebraska law.
<br />TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are a part of this Deed of Trust.
<br />Payment. Trustor shall pay when due (and in all events prior to delinquency) all taxes, special taxes, assessments, charges (including water
<br />and sewer), fines and impositions levied against or on account of the Property, and shall pay when due all claims for work done on or for
<br />services rendered or material furnished to the Property. Trustor shall maintain the Property free of all liens having priority over or equal to the
<br />interest of Lender under this Deed of Trust, except for the lien of taxes and assessments not due and except as otherwise provided in this Deed
<br />of Trust.
<br />Right To Contest. Trustor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation
<br />to pay, so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Trustor shall within
<br />fifteen (15) days after the lien arises or, if a lien is filed, within fifteen (15) days after Trustor has notice of the filing, secure the discharge of the
<br />lien, or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an
<br />amount sufficient to discharge the lien plus any costs and attorneys' fees or other charges that could accrue as a result of a foreclosure or sale
<br />under the lien. In any contest, Trustor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the
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