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<br />complete the construction of any improvements and in the course of
<br />such completion may make such changes in the contemplated
<br />improvesments as it may deem desirable and may insure the same; and
<br />likewise, from time to time, at the expense of the Trustor, the
<br />Trustee or Beneficiary may make all necessary or proper repairs,
<br />renewals and replacements and such useful alterations, additions,
<br />betterments and improvements thereto and thereon as to it may seem
<br />advisable; and in every such case the Trustee or Beneficiary shall
<br />have the right to manage and operate the Premises and to carry on
<br />the business thereof and exercise all rights and powers of the
<br />Trustor with respect thereto either in the name of the Trustor or
<br />otherwise as it shall deem best; and the Trustee or Beneficiary
<br />shall be entitled to collect and receive all earnings, revenues,
<br />rents, issues, profits and income of the Premises and every part
<br />thereof, all of which shall for all purposes constitute property
<br />of the Beneficiary; and after deducting the expenses of conducting
<br />the business thereof and of all maintenance, repairs, renewals,
<br />replacements, alternations, additions, betterments and
<br />improvements and amounts necessary to pay for taxes, assessments,
<br />insurance and prior or other proper charges upon the Premises or
<br />any part thereof, as well as just and reasonable compensation for
<br />the services of the Trustee or Beneficiary and for all attorneys,
<br />counsel, agents, clerks, servants, receivers and other employees
<br />by it properly engaged and employed, the Beneficiary shall apply
<br />the moneys arising as aforesaid, first to the payment of
<br />indebtedness secured by Senior Liens and the Indebtedness, when
<br />and as the same shall become payable, and second to the payment of
<br />any other sums required to be paid by the Trustor under this Deed
<br />of Trust.
<br />(c) Upon and after any such Event of Default and during
<br />the continuance of such Event of Default, the Beneficiary shall
<br />have all of the remedies of a Secured Party under the Uniform
<br />Commercial Code of Nebraska, and any other applicable Nebraska
<br />law, including without limitation the right and power to sell, or
<br />otherwise dispose of, the Collateral, or any part thereof, and for
<br />that purpose may take immediate and exclusive possession of the
<br />Collateral, or any part thereof, and with or without judicial
<br />process, enter upon any Premises on which the Collateral, or any
<br />part thereof, may be situated and remove the same therefrom
<br />without being deeded guilty of trespass and without liability for
<br />damages thereby occasioned, or at Beneficiary's option, Trustor
<br />shall assemble the Collateral and make it available to the
<br />Beneficiary at the place and at the time designated in the demand.
<br />Beneficiary shall be entitled to hold, maintain, preserve
<br />and prepare the Collateral for sale. Beneficiary without removal
<br />may render the Collateral unuseable and dispose of the Collateral
<br />on the Premises. To the extent permitted by law, Trustor
<br />expressly waives any notice of sale or other disposition of the
<br />Collateral and of any other right or remedy of Beneficiary
<br />existing after default hereunder, and to the extent any such
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