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<br />DEED OF TRUST
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<br />THIS DEED OF TRUST is dated July 3, 2000, among Lorin Downing and Kay Downing, Husband and Wife,
<br />whose address is PO Box 733, Kearney, NE 68848 ( "Trustor "); Nebraska National Bank, whose address is
<br />3110 2nd Avenue, P.O. Box 397, Kearney, NE 68848 -0397 (referred to below sometimes as "Lender" and
<br />sometimes as "Beneficiary"); and Nebraska National Bank, whose address is PO Box 397, Kearney, NE
<br />68848 (referred to below as "Trustee ").
<br />CONVEYANCE AND GRANT. For valuable consideration, Trustor conveys to Trustee in trust, WITH POWER OF SALE, for the benefit of
<br />Lender as Beneficiary, all of Trustor's right, title, and interest in and to the following described real property, together with all existing or
<br />subsequently erected or affixed buildings, improvements and fixtures; all easements, rights of way, and appurtenances; all water, water rights and
<br />ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights, royalties, and profits relating to the realproperty, including
<br />without limitation all minerals, oil, gas, geothermal and similar matters, (the "Real Property ") located in Hall County, State of
<br />Nebraska:
<br />Lots 41, 42 and 43, Bosselman Second Subdivision, an Addition to the City of Grand Island, Hall County,
<br />Nebraska, EXCEPT a tract of land more particularly described in Warranty Deed filed June 24, 1983 in
<br />the Register of Deeds Office as Document No. 83- 003317.
<br />The Real Property or its address is commonly known as 2951 Diers Avenue, Grand Island, NE 68803.
<br />CROSS- COLLATERALIZATION. In addition to the Note, this Deed of Trust secures all obligations, debts and liabilities, plus interest thereon, of
<br />Trustor to Lender, or any one or more of them, as well as all claims by Lender against Trustor or any one or more of them, whether now existing
<br />or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or
<br />indirect, absolute or contingent, liquidated or unliquidated and whether Trustor may be liable individually or jointly with others, whether obligated
<br />as guarantor, surety, accomodation party or otherwise, and whether recovery upon such amounts may or hereafter may become barred by any
<br />statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable.
<br />Trustor presently assigns to Lender (also known as Beneficiary in this Deed of Trust) all of Trustor's right, title, and interest in and to all present
<br />and future leases of the Property and all Rents from the Property. In addition, Trustor grants to Lender a Uniform Commercial Code security
<br />interest in the Personal Property and Rents.
<br />THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL
<br />PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS
<br />UNDER THE NOTE, THE RELATED DOCUMENTS, AND THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE
<br />FOLLOWING TERMS:
<br />PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Trustor shall pay to Lender all amounts secured by this
<br />Deed of Trust as they become due, and shall strictly and in a timely manner perform all of Trustor's obligations under the Note, this Deed of Trust,
<br />and the Related Documents.
<br />POSSESSION AND MAINTENANCE OF THE PROPERTY. Trustor agrees that Trustor's possession and use of the Property shall be governed
<br />by the following provisions:
<br />Possession and Use. Until the occurrence of an Event of Default, Trustor may (1) remain in possession and control of the Property; (2)
<br />use, operate or manage the Property; and (3) collect the Rents from the Property.
<br />Duty to Maintain. Trustor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and
<br />maintenance necessary to preserve its value.
<br />Compliance With Environmental Laws. Trustor represents and warrants to Lender that: (1) During the period of Trustor's ownership of
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