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A D +H USA Corporation <br />(9/15J98) <br />NEBRASKA <br />ITEM 1275L8 (021914) <br />Creative Thinking, Inc. - www oednacom <br />2016026 <br />as Lender at any time may deem necessary or proper or require to grant to Lender a perfected security interest in the Chattels, <br />and upon Grantor's failure to do so, Lender is authorized to sign any such agreement as the agent of Grantor. Grantor hereby <br />authorizes Lender to file financing statements (as such tern is defined in said Uniform Commercial Code) with respect to the <br />Chattels, at any time, without the signature of Grantor, Grantor will, however, at any time upon request of Lender, sign such <br />financing statements. Grantor will pay all filing fees for the filing of such financing statements and for the refiling thereof at <br />the times required, in the opinion of Lender, by said Uniform Commercial Code. If the lien of this Deed of Trust is subject to <br />any security agreement covering the Chattels, then in the event of any default under this Deed of Trust, all the right, title, and <br />interest of Grantor in and to any and all of the Chattels is hereby assigned to Lender, together with the benefit of any deposits <br />or payments now or hereafter made thereof by Grantor or the predecessors or successors in title of Grantor in the Property. <br />23. REIMBURSEMENT OF AMOUNTS EXPENDED BY LENDER. Lender, at Lender's option, may expend <br />funds (including attorneys' fees and legal expenses) to perform any act required to be taken by Grantor or to exercise <br />any right or remedy of Lender under this Deed of Trust. Upon demand, Grantor shall immediately reinburrse Lender <br />for all such amounts expended by Lender together with interest thereon at the lower of the highest rate described in any <br />Obligation or the highest rate allowed by law from the date of payment until the date of reimbursement. These sums shall <br />be included in the definition of Obligations herein and shall be secured by the beneficial interest granted herein. If the <br />Obligations are paid after the beginning of publication of notice of sale, as herein provided, or in the event Lender shall, <br />at its sole option, permit Grantor to pay any part of the Obligations after the beginning of publication of notice of sale, <br />as herein provided, then Grantor shall pay on demand all expenses incurred by Trustee and Lender in connection with <br />said publication, including reasonable attorneys' fees to the attorneys for Trustee and for Lender, and a reasonable fee to <br />Trustee, and this Deed of Trust shall be security for all such expenses and fees. <br />24. APPLICATION OF PAYMENTS. All payments made by or on behalf of Grantor may be applied against <br />the amounts paid by Lender (including attorneys' fees and legal expenses) in connection with the exercise of its rights or <br />remedies described in this Deed of Trust and then to the payment of the remaining Obligations in whatever order Lender <br />chooses, and as required by applicable law. <br />25. POWER OF ATTORNEY. Grantor hereby appoints Lender as its attorney -in -fact to endorse Grantor's name <br />on all instruments and other documents pertaining to the Obligations or indebtedness. In addition, Lender shall be entitled, <br />but not required, to perform any action or execute any document required to be taken or executed by Grantor under this <br />Deed of Trust. Lender's performance of such action or execution of such documents shall not relieve Grantor from any <br />Obligation or cure any default under this Deed of Trust. The powers of attorney described in this Deed of Trust are coupled <br />with an interest and are irrevocable. <br />26. SUBROGATION OF LENDER. Lender shall be subrogated to the rights of the holder of any previous lien, <br />security interest, or encumbrance discharged with funds advanced by Lender regardless of whether these liens, security <br />interests, or other encumbrances have been released of record. <br />27. COLLECTION COSTS. To the extent permitted by law, Grantor agrees to pay Lender's reasonable fees and <br />costs, including, but not limited to, fees and costs of attorneys and other agents (including without limitation paralegals, <br />clerks, and consultants), whether or not such attorney or agent is an employee of Lender, which are incurred by Lender <br />in collecting any amount due or enforcing any right or remedy under this Deed of Trust, whether or not suit is brought, <br />including, but not limited to, all fees and costs incurred on appeal, in bankruptcy, and for post-judgment collection actions. <br />28. PARTIAL RELEASE. Lender may release its interest in a portion of the Property by executing and recording <br />one or more Partial Deeds of Reconveyance without affecting its interest in the remaining portion of the Property. Nothing <br />herein shall be deemed to obligate Lender to release any of its interest in the Property (except as required under paragraph <br />37), nor shall Lender be obligated to release any part of the Property if Grantor is in default under this Deed of Trust. <br />The lien and security interest created by the Deed of Trust remain in effect with respect to that portion of the Property, as <br />defined in the Deed of Taut, that is not the subject of this or any partial deed of reconveyance. <br />29. MODIFICATION AND WAIVER. The modification or waiver of any of Grantor's Obligations or Lender's <br />rights under this Deed of Trust must be contained in a writing signed by Lender. Lender may perform any of Borrower's <br />or Grantor's Obligations, delay or fail to exercise any of its rights or accept payments from Grantor or anyone other than <br />Grantor without causing a waiver of those Obligations or rights. A waiver on one occasion shall not constitute a waiver on <br />any other occasion. Grantor's Obligations under this Deed of Trust shall not be affected if Lender amends, compromises, <br />exchanges, fails to exercise, impairs, or releases any of the Obligations belonging to any Grantor, Borrower, or third party <br />or any of its rights against any Grantor, Borrower, or third party or any of the Property. Lender's failure to insist upon <br />strict performance of any of the Obligations shall not be deemed a waiver, and Lender shall have the right at any time <br />thereafter to insist upon strict perfonnance. <br />30. SUBSTITUTE TRUSTEE. In case of the death, inability, refusal to act, or absence of Trustee from the state <br />where the Property is located or in case the holder of the Obligations shall desire for any reason to remove Trustee or any <br />substitute trustee as Trustee hereunder and to appoint a new trustee in his place and stead, the holder of the Obligations is <br />hereby granted firll power to appoint in writing a substitute trustee for said Tnistee, and the substitute trustee shall, when <br />appointed, become successor to all rights of Trustee hereunder and the same shall become vested in him for the purposes <br />and objects of this Deed of Trust with all the power, duties, and Obligations herein conferred on Trustee. <br />31. SUCCESSORS AND ASSIGNS. This Deed of Trust shall be binding upon and inure to the benefit of Grantor <br />and Lender and their respective successors, assigns, trustees, receivers, administrators, personal representatives, legatees, <br />and devisees. <br />32. NOTICES. Except as otherwise required by law, any notice or other conununication to be provided under <br />this Deed of Trust shall be in writing and sent to the parties at the addresses described in this Deed of Trust or such other <br />address as the parties may designate in writing from time to time. Any such notice so given and sent by first class mail, <br />postage prepaid, shall be deemed given the earlier of three (3) days after such notice is sent or when received by the person <br />to whom such notice is being given. <br />LPNE518 <br />CireetDoce <br />(Pepin 8 0/ 9) <br />50210 (314) <br />