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07-26-1999 DEED OF TRUST �� . p � 9 5 3 Page 2 Loan No 6113579 (Continued) Deed of Trust secures the balance outstanding under the Credit Agreement from time to time from zero up to the Credit Limit as provided above and any intermediate balance. Personal Property. The words "Personal Property" mean all equipment, fixtures, and other a�ticles of personal property now or hereafter owned by Trustor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums)from any sale or other disposition of the Property. Property. The word"Property"means collectively the Real Property and the Personal Property. Real Property. The words"Real Property"mean the property,interests and rights described above in the"Conveyance and GranY'section. Related Documents. The words "Related Documents" mean and include without limitation all promissory notes, credit agreements, loan agreements,environmental agreements,guaranties,security agreements, mortgages,deeds of trust,and all other instruments,agreements and documents,whether now or hereafter existing,executed in connection with the Indebtedness. Rents. The word"Rents" means all present and future rents, revenues, income, issues, royalties, profits,and other benefits derived from the Property. Trustor. The word'Trustor"means any and all persons and entities executing this Deed of Trust,including without limitation all Trustors named above. THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN T� SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE OF EACH AGREEMENT AND OBLIGATION OF TRUSTOR UNDER THE CREDIT AGREEMENT,THE RELATED DOCUMENTS,AND THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust,Trustor shall pay to Lender all amounts secured by this Deed of Trust as they become due,and shall strictly and in a timely manner perform all of Trustor's obligations under the Credit Agreement,this Deed of Trust,and the Related Documents. POSSESSION AND MAINTENANCE OF THE PROPERTY. Trustor agrees that Trustor's possession and use of the Property shall be governed by the following provisions: Possession and Use. Until the occurrence of an Event of Default,Trustor may (a)remain in possession and control of the Property, (b)use, operate or manage the Property,and (c)collect any Rents from the Property. Duty to Maintain. Trustor shali maintain the Property in tenantable condition and promptly perform all repairs,replacements,and maintenance necessary to preserve its value. Hazardous Substances. Trustor represents and warrants that the Property never has been, and never will be so long as this Deed of Trust remains a lien on the Property, used for the generation, manufacture, storage, treatment, disposal, release or threatened release of any hazardous waste or substance,as those terms are defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act ("SARA"), applicable state or Federal laws, or regulations adopted pursuant to any of the foregoing. Trustor authorizes Lender and its agents to enter upon the Property to make such inspections and tests as Lender may deem appropriate to determine compliance of the Property with this section of the Deed of Trust. Trustor hereby (a) releases and waives any future claims against Lender for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any such laws, and (b) agrees to indemnify and hold harmless Lender against any and all claims and losses resulting from a breach of this paragraph of the Deed of Trust. This obligation to indemnify shall survive the payment of the Indebtedness and the satisfaction of this Deed of Trust. NuisanCe,Waste. Trustor shall not cause,conduct or permit any nuisance nor commit,permit,or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing,Trustor will not remove,or grant to any other party the right to remove,any timber,minerals(including oil and gas),soil,gravel or rock products without the prior written consent of Lender. DUE ON SALE-CONSENT BY LENDER. Lender may,at its option, declare immediately due and payable all sums secured by this Deed of Trust upon the sale or transfer, without the Lend�s pnor written consent, of all or any part of the Reaf Property, or any interest in the Reai Property. A "sale or transfer"means the conveyance of Real Property or any right,title or interest therein;whether legai,beneficial or equitable;whether voluntary or involuntary; whether by outright sale, deed,installment sale contract, land contract,contract for deed, leasehold interest with a term greater than three (3) years, lease-option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of Real Property interest. If any Trustor is a corporation, partnership or limited liability company, transfer also includes any change in ownership of more than twenty-five percent (25%) of the voting stock, partnership interests or limited liability company interests,as the case may be, of Trustor. However,this option shall not be exercised by Lender if such exercise is prohibited by federal law or by Nebraska law. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are a part of this Deed of Trust. Payment. Trustor shalt pay when due (and in all events prior to delinquency)all taxes,special taxes, assessments,charges (including water and sewer), fines and impositions levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Trustor shall maintain the Property free of all liens having priority over or equal to the interest of Lender under this Deed of Trust,except for the lien of taxes and assessments not due,except for the existing indebtedness referred to below,and except as otherwise provided in this Deed of Trust. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Deed of Trust. Maintenance of Insurance. Trustor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause,and with a standard mortgagee clause in favor of Lender,together with such other hazard and liability insurance as Lender may reasonably require. Policies shall be written in form, amounts, coverages and basis reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Trustor, upon request of Lender,will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10)days'prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Trustor or any other person. Should the Real Property at any time become located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area,Trustor agrees to obtain and maintain Federal Flood Insurance for the full unpaid principal balance of the loan and any prior liens on the property securing the loan,up to the maximum policy limits set under the National Flood Insurance Program,or as otherwise required by Lender,and to maintain such insurance for the term of the loan. EXPENDITURES BY LENDER. If Trustor fails to comply with any provision of this Deed of Trust, including any obligation to maintain Existing Indebtedness in good standing as required below,or if any action or proceeding is commenced that would materially affect Lender's interests in the Property, Lender on Trustor's behalf may, but shall not be required to, take any action that Lender deems appropriate. Any amount that Lender expends in so doing will bear interest at the rate provided for in the Credit Agreement from the date incurred or paid by Lender to the date of repayment by Trustor. All such expenses,at Lender's option,will (a)be payable on demand, (b)be added to the balance of the credit line and be apportioned among and be payable with any instaliment payments to become due during either (i)the term of any applicable insurance policy or (ii) the remaining term of the Credit Agreement, or (c) be treated as a balloon payment which will be due and payable at the Credit AgreemenYs maturity. This Deed of Trust also will secure payment of these amounts. The rights provided for in this paragraph shall be in addition to any other rights or any remedies to which Lender may be entitled on account of the default. Any such action by Lender shatl not be construed as curing the default so as to bar Lender from any remedy that it otherwise would have had. WARRANTY;DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Deed of Trust. Title. Trustor warrants that: (a)Trustor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth in the Real Property description or in the Existing Indebtedness section below or in any title insurance policy,title report,or final title opinion issued in favor of,and accepted by,Lender in connection with this Deed of Trust,and (b)Trustor has the full right,power,and authority to execute and deliver this Deed of Trust to Lender. Defense of Title. Subject to the exception in the paragraph above,Trustor warrants and will forever defend the title to the Property against the lawful claims of all persons. DCISTING INDEBTEDNESS. The following provisions concerning existing indebtedness (the "Existing Indebtedness") are a part of this Deed of Trust.