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DEED OF TRUST
<br />Loan No; 456158 200208884 (Continued) Page
<br />without regard to the adequacy of its security, enter upon and take possession of the Property, or any part thereof, in its
<br />own name or in the name of Trustee, and do any acts which It deems necessary or desirable to preserve the value,
<br />marketability or rentability of the Property, or part of the Property or interest in The Property; Increase the income from the
<br />Property or protect the security of the Property; and, with or without taking possession of the Property, sue for or otherwise
<br />collect the rents. Issues and profits of the Property, including those past due and unpaid, and apply the same, less costs and
<br />expenses of operation and collection attorneys fees, to any indebtedness secured by this Deed of Treat, ell in such order as
<br />Lender may determine. The entering upon and taking possession of the Property, the collection of such rents, issues and
<br />prdfits, and the application thereof shall not cure or waive any default or notice of default under this Deed of Trust or
<br />invalidate any act done in response to such default or pursuant to such notice of default; and, notwithstanding the
<br />continuance in possession of the Property or the collection, receipt and application of rents, issues or profits. Trustee or
<br />Lender shall be entitled to exercise every right provided for in the Credit Agreement or the Related Documents or by law
<br />upon the occurrence of any avant of default, including the right to exercise the power of sale;
<br />(b) Commands 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 />Ic) Deliver to Trustee a written declaration of default and demand for sale and a written notice of default and election to
<br />cause Truster re interest in the Property to be sold, which notice Trustee shall cause to be duly filed for record in the
<br />appropriate offices of the County in which the Property is located, and
<br />(it) With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party
<br />under 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
<br />expenditures 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 Truster such
<br />Notice of Default and Notice at Sale as than required by law and by this Deed of Trust. Trustee shall, without demand on
<br />Tractor, after such time as may then be required by law and after recordation of such Notice of Default and after Notice of
<br />Sale having been given as required by law, sell the Property at the time and place of sale fixed by it in such Notice of Sale,
<br />either as a whole, or in separate lots or parcels or items as Trustee shall deem expedient, and in such order as it may
<br />determine, at public auction to the highest bidder for cash in lawful money of the United States payable at the time of sale.
<br />Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so
<br />sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be
<br />conclusive proof of the truthfulness thereof, Any parson, Including without limitation Truster, Trustee, or Lender, may
<br />purchase at such sale.
<br />IT) 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 lit all sums expended under
<br />the terms of this Deed of Trust or under the terms of the Credit Agreement not then repaid, including but not limited to
<br />accrued interest and late charges, liil all other sums then secured hereby, and id!) the remainder, it any, to the person or
<br />persons legally entitled thereto.
<br />IW Trustee may in the manner provided by law postpone sale of all or any portion at 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 Dead of Trust and to exercise all rights and powers under this Deed of Trust, under the
<br />Credit Agreement, under any of the Related Documents, or under any other agreement or any laws now or hereafter in force;
<br />notwithstanding, some or all of such indebtedness and obligations secured by this Dead of Trust may now or hereafter be otherwise
<br />secured, whether by mortgage, dead of trust, pledge, lien, assignment or otherwise. Neither the acceptance of this Dead of Trust nor
<br />its enforcement, whether by court action or pursuant to the power of sale or other powers contained in this Deed of Trust, shall
<br />prejudice or in any manner affect Trustee's or Lender's right to realize upon or enforce any other security now or hereafter held by
<br />Trustee or Lander, it being agreed that Trustee and Lender, and each of them, shall be entitled to enforce this Deed of Trust and any
<br />other security now or hereafter held by Lander or Trustee in such order and manner as they or either of them may in their absolute
<br />discretion determine. No remedy conferred upon or reserved to Trustee or Lender, is intended to be exclusive of any other remedy in
<br />this Deed of Trust or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy given In
<br />this Dead of Trust or now or hereafter existing at law or equity or by statute. Every power or remedy given by the Credit
<br />Agreement or any of the Related Documents to Trustee or Lender or to which either of them may be otherwise entitled, may be
<br />exercised, concurrently or Independently, from time to time and as often as may be seemed expedient by Trustee or Lender, and
<br />either of them may pursue inconsistent remedies. Nothing in this Deed of Trust shall be construed as prohibiting Lender from seeking
<br />a deficiency judgment against the Truster 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 Lander
<br />decides to spend money or to perform any of Trustor's obligations under this Deed of Trust, after Theater's failure to do so, that
<br />decision by Lander will not affect Lender 'a right to declare Truster in default and To exercise Lender's remedies.
<br />Request for Notice. Treater, on behalf of Truster and Lender, hereby requests that a copy of any Notice of Default and a copy of any
<br />Notice 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. It Lender institutes any suit or action to enforce any of the terms of this Deed at Trust Lender shall be
<br />entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any
<br />court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are
<br />necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable
<br />on demand and shall bear interest at the Credit Agreement rate from the date of the expenditure until repaid. Expenses covered by
<br />this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's
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