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ARTICLE 6
<br />ASSIGNMENT OF RENTS AND LEASES
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<br />may then exist or the right of Trustee or Beneficiary thereafter to exercise any right, remedy or recourse
<br />under this Deed of Trust for such Event of Default.
<br />Section 5.7 Application of Proceeds. The Trustee shall apply the proceeds of the trustee's sale, first,
<br />to the costs and expenses of exercising the power of sale and of the sale, including the payment of the
<br />Trustee's fees actually incurred not to exceed the amount which may be provided for in the Deed of Trust,
<br />second, to payment of the obligation secured by the Deed of Trust, third, to the payment of junior deeds
<br />of trust, mortgages or other lien holders, and the balance, if any, to the person or persons legally entitled
<br />thereto. Grantor shall be liable for any deficiency remaining after application of all proceeds of the
<br />Mortgaged Property; provided that, such action for deficiency judgment is done in strict accordance with
<br />the requirements of Nebraska law.
<br />Section 6.1 Assignment. In furtherance of and in addition to the assignment made by Grantor in
<br />Section 2.1 of this Deed of Trust, Grantor hereby absolutely and unconditionally assigns, sells, transfers
<br />and conveys to Trustee (for the benefit of Beneficiary) and to Beneficiary all of its right, title and interest
<br />in and to all Leases, whether now existing or hereafter entered into, and all of its right, title and interest in
<br />and to all Rents. This assignment is an absolute assignment and not an assignment for additional security
<br />only. So long as no Event of Default shall have occurred and be continuing, Grantor shall have a
<br />revocable license from Trustee and Beneficiary to exercise all rights extended to the landlord under the
<br />Leases, including the right to receive and collect all Rents and to use the same. The foregoing license is
<br />granted subject to the conditional limitation that no Event of Default shall have occurred and be
<br />continuing. Upon the occurrence and during the continuance of an Event of Default, whether or not legal
<br />proceedings have commenced, and without regard to waste, adequacy of security for the Obligations or
<br />solvency of Grantor, the license herein granted shall immediately and automatically expire and terminate,
<br />without notice to Grantor by Trustee or Beneficiary (any such notice being hereby expressly waived by
<br />Grantor to the extent permitted by applicable law).
<br />Section 6.2 Bankruptcy Provisions. Without limitation of the absolute nature of the assignment of
<br />the Rents hereunder, Grantor, Trustee and Beneficiary agree that (a) this Deed of Trust shall constitute a
<br />"security agreement" for purposes of Section 552(b) of Title 11 of the United States Code, (b) the security
<br />interest created by this Deed of Trust extends to property of Grantor acquired before the commencement
<br />of a case in bankruptcy and to all amounts paid as Rents and (c) such security interest shall extend to all
<br />Rents acquired by the estate after the commencement of any case in bankruptcy.
<br />Section 6.3 No Merzer of Estates. So long as part of the Obligations secured hereby remain unpaid
<br />and undischarged, the fee and leasehold estates to the Mortgaged Property shall not merge, but shall
<br />remain separate and distinct, notwithstanding the union of such estates either in Grantor, Beneficiary, any
<br />tenant or any third party by purchase or otherwise.
<br />ARTICLE 7
<br />SECURITY AGREEMENT
<br />Section 7.1 Security Interest. This Deed of Trust constitutes a "security agreement" on personal
<br />property within the meaning of the UCC and other applicable law and with respect to the, Fixtures,
<br />Leases, Rents, Property Agreements, Tax Refunds, Proceeds, and Condemnation Awards. To this end,
<br />Grantor grants to Beneficiary a security interest in the Fixtures, Leases, Rents, Property Agreements, Tax
<br />Refunds, Proceeds, Condemnation Awards and all other Mortgaged Property which is personal property,
<br />prior to all liens or encumbrances other than Permitted Encumbrances, to secure the payment and
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