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<br />loss of any of the Trust Estate, the Grantor shall, whether or not the insurance proceeds, if any, received
<br />on account of such damage, destruction or loss shall be sufficient for that purpose, at the Grantor's sole
<br />cost and expense, promptly repair or replace the Trust Estate so damaged, destroyed or lost, except to
<br />the extent such Trust Estate, prior to its damage, destruction or loss, had become uneconomical,
<br />obsolete or worn out. All insurance proceeds received by the Grantor and /or the Beneficiary on account of
<br />any damage to or destruction or loss of any of the Trust Estate shall either be used and applied for the
<br />sole purpose of paying the cost of repair, restoration or replacement of the Trust Estate damaged or
<br />destroyed or applied to the payment or prepayment of the Borrowers' Obligations, in each case as set
<br />forth in, and in the manner and order set forth in, Sections 2.14 and 2.25 of the Loan Agreement. The
<br />Grantor irrevocably makes, constitutes and appoints the Beneficiary (and all officers, employees or
<br />agents designated by the Beneficiary) as the Grantor's true and lawful attorney (and agent -in -fact) to, if
<br />the Grantor fails to do so upon the demand of the Beneficiary or if any Event of Default under this Deed of
<br />Trust or any event which with the passage of time or the giving of notice or both would constitute an
<br />Event of Default under this Deed of Trust has occurred and is continuing, (i) make, adjust, compromise
<br />and settle claims under such policies of insurance, (ii) endorse the name of the Grantor on any check,
<br />draft, instrument or other item of payment of the proceeds of such policies of insurance and (iii) make all
<br />determinations and decisions with respect to such policies of insurance. In the event the Grantor at any
<br />time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to
<br />pay any premium in whole or in part relating thereto, then the Beneficiary, without waiving or releasing
<br />any obligation or default by the Grantor under this Deed of Trust, may at any time or times thereafter (but
<br />shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such
<br />premium and take any other action with respect thereto which the Beneficiary deems advisable. All sums
<br />so disbursed by the Beneficiary, including, without limitation, reasonable attorneys' fees, court costs,
<br />expenses and other charges relating thereto, shall be part of the Indebtedness, payable by the Grantor to
<br />the Beneficiary on demand. All insurance proceeds shall be subject to the security interest and lien in favor
<br />of the Beneficiary created by this Deed of Trust..
<br />Section 3.09. Beneficiary Right to Expend Money to Protect Trust Estate. From time to
<br />time, the Beneficiary may, in its sole discretion, but shall not be obligated to, advance funds on behalf of
<br />the Grantor, in order to ensure compliance with any covenant or agreement of the Grantor made in or
<br />pursuant to this Deed of Trust or any of the other Loan Documents, to preserve or protect any right or
<br />interest of the Beneficiary in the Trust Estate or under or pursuant to this Deed of Trust or any of the other
<br />Loan Documents, including, without limitation, the payment of any insurance premiums or taxes and the
<br />satisfaction or discharge of any judgment or any Lien upon the Trust Estate or other property or assets of
<br />the Grantor (other than Permitted Encumbrances); provided, however, that the making of any such
<br />advance by the Beneficiary shall not constitute a waiver by the Beneficiary of any Event of Default with
<br />respect to which such advance is made nor excuse the Grantor from any performance required
<br />hereunder. The Grantor shall pay to the Beneficiary upon demand all such advances made by the
<br />Beneficiary with interest thereon at the Default Rate.
<br />Section 3.10. Further Assurances. Upon the request of the Beneficiary, the Grantor shall
<br />promptly do all acts and things, including the execution, acknowledgment and delivery of such
<br />amendments thereto and other instruments and documents as the Beneficiary may request, to enable the
<br />Beneficiary to perfect and maintain the Lien of this Deed of Trust and /or the Beneficiary's rights and
<br />remedies hereunder. The Grantor shall notify the Beneficiary promptly upon the acquisition of any fee or
<br />leasehold estate in real property and, to the extent required under the Loan Documents, shall execute
<br />and record such amendments or supplements to this Deed of Trust or other documents or instruments as
<br />are necessary or appropriate to subject such real property to the Lien of this Deed of Trust and shall
<br />deliver such executed and recorded amendments or supplements or other documents or instruments to
<br />the Beneficiary. In the event the Grantor fails to take any action required under this Section 3.10, the
<br />Beneficiary may take any such action and make, execute and record any such instruments and
<br />documents for and in the name of the Grantor, and the Grantor hereby irrevocably appoints the
<br />Beneficiary as its attorney -in -fact to take such actions, which appointment is coupled with an interest and
<br />irrevocable.
<br />6
<br />5301729
<br />Hall County, Nebraska
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