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20001079 4 DEED OF TRUST
<br />(Continued) page q
<br />deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance,
<br />certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect,
<br />continue, or preserve (1) Trustoes obligations under the Credit Agreement, this Deed of Trust, and the Related Documents, and (2) the
<br />Dons and security interests created by this Deed of Trust on the Property, whether now owned or hereafter acquired by Trustor. Unless
<br />prohibited by law or Lender agrees to the contrary in writing, Trustor shall reimburse Lender for all costs and expenses incurred in
<br />connection with the matters referred to in this paragraph.
<br />Attorney -in -Fact. If Trustor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of
<br />Trustor and at Trustoe's expense. For such purposes, Trustor hereby irrevocably appoints Lender as Trustee's attorney -in -fact for the
<br />purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole
<br />opinion, to accomplish the matters referred to in the preceding paragraph.
<br />FULL PERFORMANCE. If Trustor pays all the Indebtedness when due, terminates the credit line account, and otherwise performs all the
<br />obligations Imposed upon Trustor under this Deed of Trust, Lender shall execute and deliver to Trustee a request for full reconveyance and shall
<br />execute and deliver to Trustor suitable statements of termination of any financing statement on file evidencing Lender's security interest in the
<br />Rents and the Personal Property. Any reconveyance fee required by law shall be paid by Trustor, it permitted by applicable law.
<br />EVENTS OF DEFAULT. Trustor will be in default under this Deed of Trust If any of the following happen:
<br />(1) Trustor commits fraud or makes a material misrepresentation at any time in connection with the Credit Agreement. This can include,
<br />for example, a false statement about Trustoe's income, assets, liabilities, or any other aspects of Trustee's financial condition.
<br />(2) Trustor does not meet the repayment terms of the Credit Agreement.
<br />(3) Trustoe's action or inaction adversely affects the collateral or Lender's rights in the collateral. This can include, for example, failure to
<br />maintain required insurance, waste or destructive use of the dwelling, failure to pay taxes, death of all persons liable on the account, transfer of
<br />fitie or sale of the dwelling, creation of a senior lien on the dwelling without our permission, foreclosure by the holder of another lien, or the use of
<br />funds or the dwelling for prohibited purposes.
<br />RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Deed of Trust, at any time thereafter, Trustee or Lender may
<br />exercise any one or more of the following rights and remedies:
<br />Acceleration Upon Default; Additional Remedies. If any Event of Default occurs as per the terms of the Credit Agreement secured
<br />hereby, Lender may declare all Indebtedness secured by this Deed of Trust to be due and payable and the same shall thereupon
<br />become due and payable without any presentment, demand, protest or notice of any kind. Thereafter, Lender may:
<br />(a) Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court and
<br />without regard to the adequacy of its security, enter upon and take possession of the Property, or any part thereof, in Its own name
<br />or in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the value, marketability or rentability
<br />of the Property, or part of the Property or interest in the Property; increase the income from the Property or protect the security of
<br />the Property; and, with or without taking possession of the Property, sue for or otherwise collect the rents, issues and profits of the
<br />Property, including those past due and unpaid, and apply the saran, less costs and expenses of operation and collection attorneys'
<br />fees, to any indebtedness secured by this Deed of Trust, all in such order as Lender may determine. The entering upon and taking
<br />possession of the Property, the collection of such rents, issues and profits, and the application thereof shall not cure or waive any
<br />default or notice of default under this Deed of Trust or invalidate any act done in response to such default or pursuant to such
<br />notice of default; and, notwithstanding the continuance in possession of the Property or the collection, receipt and application of
<br />rents, issues or profits, Trustee or Lender shag be entitled to exercise every right provided for in the Credit Agreement or the
<br />Related Documents or by law upon the occurrence of any event of default, including the right to exercise the power of sale;
<br />(b) Commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver or specifically enforce any of the
<br />covenants hereof; and
<br />(c) Deriv -4-16- Taus-166 a -Writhen declaration of default and demand for sale and a written notice of default and election to cause
<br />Trustor's interest in the Property to be sold, which notice Trustee shall cause to be duly filed for record in the appropriate offices of
<br />the County in which the Property is located; and
<br />(d) With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under
<br />the Nebraska Uniform Commercial Code.
<br />Foreclosure by Power of Sale. If Lender elects to foreclose by exercise of the Power of Sale herein contained, Lender shall notify
<br />Trustee and shall deposit with Trustee this Deed of Trust and the Credit Agreement and such receipts and evidence of expenditures
<br />made and secured by this Deed of Trust as Trustee may require.
<br />(a) Upon receipt of such notice from Lender, Trustee shall cause to be recorded, published and delivered to Trustor such Notice
<br />of Default and Notice of Sale as then required by law and by this Deed of Trust. Trustee shall, without demand on Trustor, after
<br />such time as may then be required by law and after recordation of such Notice of Default and after Notice of Sale having been
<br />given as required by law, sell the Property at the time and place of sale fixed by it in such Notice of Sale, either as a whole, or in
<br />separate lots or parcels or items as Trustee shall deem expedient, and in such order as it may determine, at public auction to the
<br />highest bidder for cash in lawful money of the United States payable at the time of sale. Trustee shall deliver to such purchaser or
<br />purchasens thereof its good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty,
<br />express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any
<br />person, including without limitation Trustor, Trustee, or Lender, may purchase at such sale.
<br />(b) As may be permitted by law, after deducting all costs, fees and expenses of Trustee and of this Trust, including costs of
<br />evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of (1) all sums expended under the
<br />terms of this Dead of Trust or under the terms of the Credit Agreement not then repaid, including but not limited to accrued Interest
<br />and late charges, (ii) all other sums then secured hereby, and (iii) the remainder, If any, to the person or persons legally entitled
<br />thereto.
<br />(c) Trustee may in the manner provided by law postpone sale of all or any portion of the Property
<br />Remedies Not Exclusive. Trustee and Lender, and each of them, shall be entitled to enforce payment and performance of any
<br />indebtedness or obligations secured by this Deed of Trust and to exercise all rights and powers under this Deed of Trust, under the Credit
<br />Agreement, under any of the Related Documents, or under any other agreement or any laws now or hereafter in force; notwithstanding,
<br />some or all of such indebtedness and obligations secured by this Dead of Trust may now or hereafter be otherwise secured, whether by
<br />mortgage, deed of trust, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, whether by
<br />court action or pursuant to the power of sale or other powers contained in this Deed of Trust, shall prejudice or in any manner affect
<br />Trustee's or Lender's right to realize upon or enforce any other security now or hereafter held by Trustee or Lender, it being agreed that
<br />Trustee and Lender, and each of them, shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Lender
<br />or Trustee in such order and manner as they or either of them may in their absolute discretion determine. No remedy conferred upon or
<br />reserved to Trustee or Lender, is intended to be exclusive of any other remedy in this Deed of Trust or by law provided or permitted, but
<br />each shall be cumulative and shall be in addition to every other remedy given in this Deed of Trust or now or hereafter existing at law or in
<br />equity or by statute. Every power or remedy given by the Credit Agreement or any of the Related Documents to Trustee or Lender or to
<br />which either of them may be otherwise entitled, may be exercised, concurrently or independently, from time to time and as often as may be
<br />deemed expedient by Trustee or Lender, and either of them may pursue inconsistent remedies. Nothing in this Deed of Trust shall be
<br />construed as prohibiting Lender from seeking a deficiency judgment against the Trustor to the extent such action is permitted by law.
<br />Election of Remedies. All of Lender's rights and remedies will be cumulative and may be exercised alone or together. If Lender decides to
<br />spend money or to perform any of Trustoe's obligations under this Deed of Trust, after Trustoe's failure to do so, that decision by Lender will
<br />not affect Lender's right to declare Trustor in default and to exercise Lender's remedies.
<br />Request for Notice. Trustor, on behalf of Trustor and Lender, hereby requests that a copy of any Notice of Default and a copy of any Notice
<br />of Sale under this Deed of Trust be mailed to them at the addresses set forth in the first paragraph of this Deed of Trust.
<br />Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Deed of Trust, Lender shall be entitled
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