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200310301
<br />1 5. Escrow. Upon written demand by Lender, Trustor shall pay to Lender, in such manner as Lender may designate, sufficient
<br />sums to enable Lender to pay as they become due one or more of the following; (i) all taxes, assessments and other charges against
<br />the Property, (ii) the premiums on the property insurance required hereunder, and (iii) the premiums on any mortgage insurance
<br />required by Lender.
<br />6. Maintenance, Repairs and Compliance with Laws. Trustor shall keep the Property in good condition and repair; shall
<br />promptly repair, or replace any improvement which may be damaged or destroyed; shall not commit or permit any waste or
<br />deterioration of the Property; shall not remove, demolish or substantially alter any of the improvements on the Property; shall not
<br />commit, suffer or permit any act to be done in or upon the Property in violation of any law, ordinance, or regulation; and shall pay
<br />and promptly discharge at Trustor's cost and expense all liens, encumbrances and charges levied, imposed or assessed against the
<br />Property or any part thereof.
<br />7. Eminent Domain. Lender is hereby assigned all compensation, awards, damages and other payments or relief (hereinafter
<br />"Proceeds ") in connection with condemnation or other taking of the Property or part thereof, or for conveyance in lieu of
<br />condemnation. Lender shall be entitled at its option to commence, appear in and prosecute in its own name any action or
<br />proceedings, and shall also be entitled to make any compromise or settlement in connection with such taking or damage. In the
<br />event any portion of the Property is so taken or damaged, Lender shall have the option, in its sole and absolute discretion, to apply
<br />all such Proceeds, after deducting therefrom all costs and expenses incurred by it in connection with such Proceeds, upon any
<br />indebtedness secured hereby and in such order as Lender may determine, or to apply all such Proceeds, after such deductions, to the
<br />restoration of the Property upon such conditions as Lender may determine. Any application of Proceeds to indebtedness shall not
<br />extend or postpone the due date of any payments under the Note, or cure any default thereunder or hereunder. Any unapplied funds
<br />shall be paid to Trustor.
<br />8. Performance by Lender. Upon the occurrence of an Event of Default hereunder, or if any act is taken or legal proceeding
<br />commenced which materially affects Lender's interest in the Property, Lender may in its own discretion, but without obligation to
<br />do so, and without notice to or demand upon Trustor and without releasing Trustor from any obligation, do any act which Trustor
<br />has agreed but fails to do and may also do any other act it deems necessary to protect the security hereof. Trustor shall, immediately
<br />upon demand therefor by Lender, pay to Lender all costs and expenses incurred and sums expended by Lender in connection with
<br />the exercise by Lender of the foregoing rights, together with interest thereon at the default rate provided in the Note, which shall be
<br />added to the indebtedness secured hereby. Lender shall not incur any liability because of anything it may do or omit to do
<br />hereunder.
<br />9. Hazardous Materials. Trustor shall keep the Property in compliance with all applicable laws, ordinances and regulations
<br />relating to industrial hygiene or environmental protection (collectively referred to herein as "Environmental Laws "). Trustor shall
<br />keep the Property free from all substances deemed to be hazardous or toxic under any Environmental Laws (collectively referred to
<br />herein as "Hazardous Materials "). Trustor hereby warrants and represents to Lender that there are no Hazardous Materials on or
<br />under the Property. Trustor hereby agrees to indemnify and hold harmless Lender, its directors, officers, employees and agents, and
<br />any successors to Lender's interest, from and against any and all claims, damages, losses and liabilities arising in connection with
<br />the presence, use, disposal or transport of any Hazardous Materials on, under, from or about the Property. THE FOREGOING
<br />WARRANTIES AND REPRESENTATIONS, AND TRUSTOR'S OBLIGATIONS PURSUANT TO THE FOREGOING
<br />INDEMNITY, SHALL SURVIVE RECONVEYANCE OF THIS DEED OF TRUST.
<br />10. Assignment of Rents. Trustor hereby assigns to Lender the rents, issues and profits of the Property; provided that Trustor
<br />shall, until the occurrence of an Event of Default hereunder, have the right to collect and retain such rents, issues and profits as they
<br />become due and payable. Upon the occurrence of an Event of Default, Lender may, either in person or by agent, with or without
<br />bringing any action or proceeding, or by a receiver appointed by a court and without regard to the adequacy of its security, enter
<br />upon and take possession of the Property, or any part thereof, in its own name or in the name of the Trustee, and do any acts which
<br />it deems necessary or desirable to preserve the value, marketability or rentability of the Property, or any part thereof or interest
<br />therein, increase the income therefrom or protect the security hereof and, with or without taking possession of the Property, sue for
<br />or otherwise collect the rents, issues and profits thereof, including those past due and unpaid, and apply the same, less costs and
<br />expenses of operation and collection including attorneys' fees, upon any indebtedness secured hereby, all in such order as Lender
<br />may determine. The entering upon and taking possession of the Property, the collection of such rents, issues and profits and the
<br />application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done in
<br />response to such default or pursuant to such notice of default and, notwithstandingthe continuance in possession of the Property or
<br />the collection, receipt and application of rents, issues or profits, and Trustee and Lender shall be entitled to exercise every right
<br />provided for in any of the Loan Instruments or by law upon occurrence of any Event of Default, including without limitation the
<br />right to exercise the power of sale. Further, Lender's rights and remedies under this paragraph shall be cumulative with, and in no
<br />way a limitation on, Lender's rights and remedies under any assignment of leases and rents recorded against the Property. Lender,
<br />Trustee and the receiver shall be liable to account only for those rents actually received.
<br />11. Events of Default. The following shall constitute an Event of Default under this Deed of Trust:
<br />(a) Failure to pay any installment of principal or interest of any other sum secured hereby when due;
<br />(b) A breach of or default under any provision contained in the Note, this Deed of Trust, any of the Loan Instruments, or
<br />any other lien or encumbrance upon the Property;
<br />(c) A writ of execution or attachment or any similar process shall be entered against Trustor which shall become alien on
<br />the Property or any portion thereof or interest therein;
<br />(d) There shall be filed by or against Trustor or Borrower an action under any present or future federal, state or other
<br />statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors; or there shall be appointed any trustee,
<br />receiver or liquidator of Trustor or Borrower or of all or any part of the Property, or the rents, issues or profits thereof, or Trustor or
<br />Borrower shall make any general assignment for the benefit of creditors;
<br />(e) The sale, transfer, lease, assignment, conveyance or further encumbrance of all or any part of or any interest in the
<br />Property, either voluntarily or involuntarily, without the express written consent of Lender; provided that Trustor shall be permitted
<br />to execute a lease of the Property that does not contain an option to purchases and the term of which does not exceed one year;
<br />(f) Abandonment of the Property; or
<br />(g) If Trustor is not an individual, the issuance, sale, transfer, assignment, conveyance or encumbrance of more than a
<br />total of percent of (if a corporation) its issued and outstanding stock or (if a partnership) a total of
<br />percent of partnership interests during the period this Deed of Trust remains a lien on the Property.
<br />12. Remedies; Acceleration Upon Default. In the event of any Event of Default Lender may, without notice except as
<br />required by law, declare all indebtedness secured hereby to be due and payable and the same shall thereupon become due and
<br />payable without any presentment, demand, protest or notice of any kind. Thereafter Lender may:
<br />(a) Demand that Trustee exercise the POWER OF SALE granted herein, and Trustee shall thereafter cause Trustor's
<br />interest in the Property to be sold and the proceeds to be distributed, all in the manner provided in the Nebraska Trust Deeds Act;
<br />(b) Exercise any and all rights provided for in any of the Loan Instruments or by law upon occurrence of any Event of
<br />Default; and
<br />(c) Commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of
<br />the covenants hereof.
<br />No remedy herein conferred upon or reserved to Trustee or Lender is intended to be exclusive of any other remedy herein, in the
<br />Loan Instruments or by law provided or permitted, but each shall be cumulative, shall be in addition to every other remedy given
<br />hereunder, in the Loan Instruments or now or hereafter existing at law or in equity or by statute, and may be exercised concurrently,
<br />independently or successively.
<br />7497.CV (1/02) 5110927
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