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<br /> POP f ° DEED OF TRUST
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<br /> whether now owned or hereafter acquired by Trustor. Unless prohibited by law or Lender agrees to the contrary in writing, Trustor
<br /> shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph,
<br /> Attorney-in-Fact. If Trustor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name
<br /> of Trustor and at Trustor's expense. For such purposes, Trustor hereby irrevocably appoints Lender as Trustor's attorney-in-fact for
<br /> the purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's
<br /> sole opinion, to accomplish the matters referred to in the preceding paragraph.
<br /> FULL PERFORMANCE. If Borrower and Trustor pay all the Indebtedness, including without limitation all future advances, when due, and
<br /> Trustor otherwise performs all the obligations imposed upon Trustor under this Deed of Trust, Lender shall execute and deliver to Trustee a
<br /> request for full reconveyance and shall execute and deliver to Trustor suitable statements of termination of any financing statement on file
<br /> evidencing Lender's security interest in the Rents and the Personal Property. Any reconveyance fee required by law shall be paid by
<br /> Trustor, if permitted by applicable law.
<br /> EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Deed of Trust:
<br /> Payment Default. Borrower fails to make any payment when due under the Indebtedness.
<br /> Other Defaults. Borrower or Trustor fails to comply with or to perform any other term, obligation, covenant or condition contained in
<br /> this Deed of Trust or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition
<br /> contained in any other agreement between Lender and Borrower or Trustor.
<br /> Compliance Default. Failure to comply with any other term, obligation, covenant or condition contained in this Deed of Trust, the Note
<br /> or in any of the Related Documents.
<br /> Default on Other Payments. Failure of Trustor within the time required by this Deed of Trust to make any payment for taxes or
<br /> insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien.
<br /> Default in Favor of Third Parties. Should Borrower or any Grantor default under any loan, extension of credit, security agreement,
<br /> purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of
<br /> Borrower's or any Grantor's property or Borrower's ability to repay the Indebtedness or Borrower's or Grantor's ability to perform their
<br /> respective obligations under this Deed of Trust or any of the Related Documents.
<br /> False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or Trustor or on Borrower's or
<br /> Trustor's behalf under this Deed of Trust or the Related Documents is false or misleading in any material respect, either now or at the
<br /> time made or furnished or becomes false or misleading at any time thereafter.
<br /> Defective Collateralization. This Deed of Trust or any of the Related Documents ceases to be in full force and effect (including failure
<br /> of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason.
<br /> Death or Insolvency. The dissolution or termination of Borrower's or Trustor's existence as a going business or the death of any
<br /> partner, the insolvency of Borrower or Trustor, the appointment of a receiver for any part of Borrower's or Trustor's property, any
<br /> assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy
<br /> or insolvency laws by or against Borrower or Trustor.
<br /> Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
<br /> repossession or any other method, by any creditor of Borrower or Trustor or by any governmental agency against any property
<br /> securing the Indebtedness. This includes a garnishment of any of Borrower's or Trustor's accounts, including deposit accounts, with
<br /> Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower or Trustor as to the validity or
<br /> reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower or Trustor gives Lender written
<br /> notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture
<br /> proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.
<br /> Breach of Other Agreement. Any breach by Borrower or Trustor under the terms of any other agreement between Borrower or
<br /> Trustor and Lender that is not remedied within any grace period provided therein, including without limitation any agreement
<br /> concerning any indebtedness or other obligation of Borrower or Trustor to Lender, whether existing now or later.
<br /> Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation
<br /> party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or
<br /> revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.
<br /> Adverse Change. A material adverse change occurs in Borrower's or Trustor's financial condition, or Lender believes the prospect of
<br /> payment or performance of the Indebtedness is impaired.
<br /> Insecurity. Lender in good faith believes itself insecure.
<br /> Right to Cure. If any default, other than a default in payment is curable and if Trustor has not been given a notice of a breach of the
<br /> same provision of this Deed of Trust within the preceding twelve (12) months, It may be cured if Trustor, after Lender sends written
<br /> notice to Borrower demanding cure of such default: (1) cures the default within twenty (20) days; or (2) if the cure requires more
<br /> than twenty (20) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default
<br /> and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably
<br /> practical.
<br /> RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Deed of Trust, at any time thereafter, Trustee or Lender
<br /> may exercise any one or more of the following rights and remedies:
<br /> Acceleration Upon Default; Additional Remedies. If any Event of Default occurs as per the terms of the Note secured hereby,
<br /> Lender may declare all Indebtedness secured by this Deed of Trust to be due and payable and the same shall thereupon become
<br /> due and payable without any presentment, demand, protest or notice of any kind. Thereafter, Lender may:
<br /> (a) Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court and
<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 Trust, all 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 /> profits, 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 Note or the Related Documents or by law upon the
<br /> occurrence of any event of default, including the right to exercise the power' of sale;
<br /> (b) Commence 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 /> (c) Deliver to Trustee a written declaration of default and demand for sale and a written notice of default and election to
<br /> cause Trustor's 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 /> (d) 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 Note and such receipts and evidence of expenditures made and
<br /> secured by this Deed of Trust as Trustee may require.
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