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To Protect the Security of this Second Deed of Trust: 200005157 <br />1. Payment of Indebtedness. Trustor shall pay when due the principal of, and the interest on, the indebtedness and all other <br />sums as provided in the Loan Instruments. <br />2. Taxes. Trustor shall pay each installment of all taxes and special assessments of every kind, now or hereafter levied against the <br />Trust Estate or any part thereof, before delinquency, without notice or demand. <br />3. Insurance and Repairs. Trustor shall maintain fire and extended coverage insurance insuring the Improvements constituting <br />part of the Trust Estate for such amounts and on such terms reasonably satisfactory to Beneficiary. So long as the Property is secured by a <br />first deed of trust or mortgage, compliance with the insurance requirements of the first deed of trust or mortgage shall be sufficient to satisfy <br />the requirements of this paragraph 3 relating to insurance. <br />Trustor shall promptly repair and replace the Trust Estate or any part thereof so that, except for ordinary wear and tear, the Trust Estate <br />shall not deteriorate. In no event shall the Trustor commit waste on or to the Trust Estate, or commit, suffer or permit any act to be done in <br />or upon the Trust Estate in violation of any law, ordinance or regulation. Trustor shall pay and promptly discharge at Trustor's cost and <br />expense all liens, encumbrances and charges levied, imposed or assessed against the Trust Estate or any part thereof. <br />4. Actions Affecting Trust Estate. Trustor shall appear in and contest any action or proceeding purporting to affect the <br />security hereof or the rights or powers of Beneficiary or Trustee, and shall pay all costs and expenses, including cost of evidence of title <br />and attorneys' fees, in any such action or proceeding in which Beneficiary or Trustee may appear. If Trustor fails to make any payment or to <br />do any act as and in the manner provided in any of the Loan Instruments, Beneficiary and /or Trustee, each in their own discretion, without <br />obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation, may make or do the <br />same in such manner and to such extent as either may deem necessary to protect the security hereof. Trustor shall, immediately upon <br />demand therefor by Beneficiary, pay all costs and expenses incurred by Beneficiary in connection with the exercise by Beneficiary of the <br />foregoing rights, including without limitation costs of evidence of title, court costs, appraisals, surveys and attorneys' fees. <br />5. Eminent Domain. If the Trust Estate, or any part thereof or interest therein, be taken or damaged by reason of any public <br />improvement or condemnation proceeding, or in any other manner including deed in lieu thereof ( "Condemnation "), or if Trustor receives any <br />notice or other information regarding such proceeding, Trustor shall give prompt written notice thereof to Beneficiary. Trustor shall be entitled <br />to all compensation, awards and other payments or relief thereof and shall be entitled at its option to commence, appear in and prosecute in <br />its own name any action or proceedings. Trustor shall also be entitled to make any compromise or settlement in connection with such taking <br />or damage. <br />6. Appointment of Successor Trustee. Beneficiary may, from time to time, by a written instrument executed and <br />acknowledged by Beneficiary, mailed to Trustor and recorded in the County in which the Trust Estate is located and by otherwise complying <br />with the provisions of the applicable law of the State of Nebraska substitute a successor or successors to the Trustee named herein or <br />acting hereunder. <br />7. Successors and Assigns. This Second Deed of Trust applies to, inures to the benefit of and binds all parties hereto, their <br />heirs, legatees, devisees, personal representatives, successors and assigns. The term "Beneficiary" shall mean the owner and holder of any <br />promissory note given to beneficiary, [whether or not named as Beneficiary herein]. <br />8. Merger, Consolidation, Sales or Leases. Trustor covenants that Trustor will not sell, lease or otherwise dispose of any <br />of the Trust Estate. In the event that Trustor sells, leases or otherwise disposes of any part of the Trust Estate, Beneficiary may at its option <br />declare the indebtedness secured hereby immediately due and payable, whether or not any default exists. Beneficiary shall consent to a <br />transfer of the Trust Estate to a third party to the extent such third party meets the requirements contained in, and assumes the obligations <br />set forth in the First Deed of Trust. The covenants contained herein shall run with the Property and shall remain in full force and effect until <br />the indebtedness is paid in full. <br />9. Events of Default. Any of the following events shall be deemed an event of default hereunder: <br />or <br />(a) default shall be made in the payment of the indebtedness or any other sum secured hereby when due; <br />(b) Trustor shall perform any act in bankruptcy; or <br />(c) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against Trustor seeking any <br />reorganization, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to <br />bankruptcy, insolvency or other relief for debtors, and such order, judgment or decree shall remain unvacated and unstayed for an <br />aggregate of sixty (60) days (whether or not consecutive) from the first date of entry thereof; or any trustee, receiver or liquidator or <br />Trustor or of all or any part of the Trust Estate, or of any or all of the royalties, revenues, rents, issues or profits thereof, shall be <br />appointed without the consent or acquiescence of Trustor and such appointment shall remain unvacated and unstayed for an aggregate <br />of sixty (60) days (whether or not consecutive); or <br />F13340.LMG (8 /98) Page 2 of 5 <br />