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<br />200706042
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<br />Trustor shall promptly repair and replace the Trust Estate or any part thereof so that., except for ordinary wear and tear, the Trust Estate
<br />shall not deteriorate. In no event shall the Trustor commit waste on or to the Trust Estate, or commit, suffer or permit any act to be done in or upon
<br />the Trust Estate in violation of any law, ordinance or regulation. Trustor shall pay and promptly discharge at Trustor's cost and expense all liens,
<br />encumbrances and charges levied, imposed or assessed against the Trust Estate or any part thereof.
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<br />4. Actions Affecting Trust Estate. Trustor shall appear in and contest any action or proceeding purporting to affect the security
<br />hereof or the rights or powers of Beneficiary or Trustee, and shall pay all costs and expenses, including cost of evidence of title and attorneys' fees,
<br />in any such action or proceeding in which Beneficiary or Trustee may appear. If Trustor fails to make any payment or to do any act as and in the
<br />manner provided in any of the Loan Instruments, Beneficiary and/or Trustee, each in their own discretion, without obligation so to do and without
<br />notice to or demand upon Trustor and without releasing Trustor from any obligation, may make or do the same in such manner and to such extent as
<br />either may deem necessary to protect the security hereof. Trustor shall, immediately upon demand therefor by Beneficiary, pay all costs and
<br />expenses incurred by Beneficiary in connection with the exercise by Beneficiary of the foregoing rights, including without limitation costs of
<br />evidence of title, court costs, appraisals, surveys and attorneys' fees.
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<br />5. Eminent Domain. If the Trust Estate, or any part thereof or interest therein, be taken or damaged by reason of any public
<br />improvement or condemnation proceeding, or in any other manner including deed in lieu thereof ("Condemnation"), or if Trustor receives any notice
<br />or other information regarding such proceeding, Trustor shall give prompt written notice thereof to Beneficiary. Trustor shall be entitled to all
<br />compensation, awards and other payments or relief thereof and shall be entitled at its option to commence, appear in and prosecute in its own name
<br />any action or proceedings. Trustor shall also be entitled to make any compromise or settlement in connection with such taking or damage.
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<br />6. Appointment of Successor Trustee. Beneficiary may, from time to time, by a written instrument executed and acknowledged by
<br />Beneficiary, mailed to Trustor and recorded in the County in which the Trust Estate is located and by otherwise complying with the provisions of the
<br />applicable law of the State of Nebraska substitute a successor or successors to the Trustee named herein or acting hereunder.
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<br />7. Successors and Assigns. This Second Deed of Trust applies to, inures to the benefit of and binds all parties hereto, their heirs,
<br />legatees, devisees, personal representatives, successors and assigns. The term "Beneficiary" shall mean the owner and holder of any promissory note
<br />given to beneficiary, [whether or not named as Beneficiary herein].
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<br />8. Merger, Consolidation, Sales or Leases. Trustor covenants that Trustor will not sell, lease or otherwise dispose of any of the
<br />Trust Estate. In the event that Trustor sells, leases or otherwise disposes of any part of the Trust Estate, Beneficiary may at its option declare the
<br />Indebtedness secured hereby immediately due and payable, whether or not any default exists. Beneficiary shall consent to a transfer of the Trust
<br />Estate to a third party to the extent such third party meets the requirements contained in, and assumes the obligations set forth in the First Deed of
<br />Trust. The covenants contained herein shall run with the Property and shall remain in full force and effect until the Indebtedness is paid in full.
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<br />9. Events of Default. Any of the following events shall be deemed an event of default hereunder:
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<br />(a) default shall be made in the payment of the Indebtedness or any other sum secured hereby when due; or
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<br />(b) Trustor shall perform any act in bankruptcy; or
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<br />(c) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against Trustor
<br />seeking any reorganization, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating
<br />to bankruptcy, insolvency or other relief for debtors, and such order, judgment or decree shall remain unvacated and unstayed for an
<br />aggregate of sixty (60) days (whether or not consecutive) from the first date of entry thereof; or any trustee, receiver or liquidator or Trustor
<br />or of all or any part of the Trust Estate, or of any or all of the royalties, revenues, rents, issues or profits thereof, shall be appointed without
<br />the consent or acquiescence of Trustor and such appointment shall remain unvacated and unstayed for an aggregate of sixty (60) days
<br />(whether or not consecutive); or
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<br />(d) a writ of execution or attachment of any similar process shall be entered against Trustor which shall become a lien on
<br />the Trust Estate or any portion thereof or interest therein and such execution, attachment or similar process of judgment is not released,
<br />bonded, satisfied, vacated or stayed within sixty (60) days after its entry or levy; or
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<br />(e) there has occurred a breach of or default under any tenn, covenant, agreement, condition, provision, representation or
<br />warranty contained in any prior deed of trust or mortgage affecting the Trust Estate.
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<br />10. Acceleration upon Default; Additional Remedies. If an event of default occurs, Beneficiary may declare the Indebtedness
<br />secured hereby to be due and payable and the same shall thereupon become due and payable without any presentment, demand, protest or notice of
<br />any kind. Thereafter, Beneficiary may:
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<br />(i) either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court
<br />and without regard to the adequacy of its security, enter upon and take possession of the Trust Estate, or any part thereof, in its own name
<br />or in the name of Trustee, and do any acts which it deems neccssary or desirable to preserve the value, marketability or rentability of the
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<br />01-452309.2
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