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2oioos24~ AMENDMENT Each Deed of Trust is hereby amended to reflect that NEC Agent, for the benefit of NEC Lenders, is the beneficiary under each Deed of Trust and that: 1. All references in each Deed of Trust to (a) "Agent" shall hereafter constitute references to NEC Agent and (b) "Lenders" shall hereafter constitute references to NEC Lenders and ICE Lenders. 2. The Credit Agreements referenced in each Deed of Trust have been amended by the NEC Credit Agreement and ICE Credit Agreement, as applicable. 3. The Lender Obligations referenced in each Deed of Trust have been amended by the NEC Credit Agreement and ICE Credit Agreement. The parties agree that each Deed of Trust secures all of NEC's obligations set forth in the Credit Agreements and the other credit documents referred to therein, as amended by the NEC Credit Agreement and ICE Credit Agreement, which amendments shall not constitute or be canstrued as a novation of NEC's obligations and indebtedness to NEC Lenders and ICE Lenders. 4. The NEC Credit Agreement is, by its terms, governed by the internal laws of the state of Nebraska as provided therein, and in the event that it becomes necessary, in connection with the enforcement of any Deed of Trust ar otherwise, to construe or enforce the any obligation secured by the applicable Deed of Trust, the NEC Credit Agreement shall be construed and enforced in accordance with the laws of the state of Nebraska. 5. The following provision is hereby added as Section 44 of each Deed of Trust: 44. Beneficiary as Agent. (a) Agent has been appointed to act as beneficiary hereunder by Lenders. Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Deed of Trust, the NEC Credit Agreement and the other Lender Documents. (b) Agent shall at all times be the same Person that is Agent under the NEC Credit Agreement. Written notice of resignation by Agent pursuant to the NEC Credit Agreement shall also constitute notice of resignation as beneficiary under this Deed of Trust; and appaintment of a successor Agent pursuant to the NEC Credit Agreement shall also constitute appointment of a successor beneficiary under this Deed of Trust. Upan the acceptance of any appointment as Agent under the NEC Credit Agreement by a successar Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring beneficiary under this Deed of Trust, and the retiring beneficiary under this Deed of Trust shall prarnptly (i) transfer to such successor Beneficiary all sums, securities and EXHI[31T A TO ASSIGNMENT AN17 AMLNllMENT 12187-5 273/LEGAL 18172921. I 4/26/ 1 p