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200002666
<br />DEED OF TRUST AND SECURITY AGREEMENT
<br />THIS DEED OF TRUST AND SECURITY AGREEMENT dated March 30, 2000 (the
<br />"Deed of Trust ") made by YOUNG WOMEN'S CHRISTIAN ASSOCIATION OF GRAND
<br />ISLAND, NEBRASKA (the "Company "), a nonprofit corporation duly organized and validly
<br />existing under and pursuant to the laws of the State of Nebraska, and THE COUNTY OF
<br />HALL, NEBRASKA (the "County "), a county of the state of Nebraska (the County and the
<br />Company are hereinafter collectively referred to as the "Trustor "), and NORWEST BANK
<br />NEBRASKA, NATIONAL ASSOCIATION, Lincoln, Nebraska, a national banking
<br />association, as trustee hereunder (the "Deed Trustee "), for the benefit of Norwest Bank
<br />Nebraska, National Association, Lincoln, Nebraska, a national banking association as
<br />trustee (the "Bond Trustee ") under the Indenture (hereinafter defined) and as the
<br />beneficiary (the `Beneficiary ") hereunder.
<br />WITNESSETH:
<br />In consideration of the issuance by the County of $500,000 of its Industrial
<br />Development Revenue Bonds, Series 2000 (Young Women's Christian Association of Grand
<br />Island, Nebraska Project), dated March 30, 2000 (the "2000 Bonds ") under an Indenture
<br />of Trust (the "Indenture ") dated March 30, 2000 between the County and the Bond
<br />Trustee, and in accordance with the provisions of Section 2 of Article XIII of the Nebraska
<br />Constitution and Sections 13 -1101 through 13 -1110, Reissue Revised Statutes of Nebraska,
<br />as amended (the "Act "), the proceeds from the sale of the 2000 Bonds are to be used to
<br />finance and refinance facilities (the "Facilities ") for the benefit of the Company pursuant
<br />to a Lease and Agreement (the "Agreement ") dated March 30, 2000, between the County,
<br />as lessor, and the Company, as lessee, and in order to further secure the 2000 Bonds and
<br />any additional bonds from time to time issued by the County pursuant to the Indenture
<br />(collectively, the "Bonds ") and the performance of the Company's obligations under the
<br />Agreement, the Company and the County do by these presents CONVEY, PLEDGE,
<br />TRANSFER, ASSIGN AND GRANT unto the Deed Trustee, for the benefit of the
<br />Beneficiary, the following: (a) all of their respective right, title and interest under, in and
<br />to the Agreement; (b) the real estate (the "Site ") described in the attached Exhibit "A ", now
<br />owned or hereafter acquired, IN TRUST WITH THE POWER OF SALE and right of entry
<br />and possession, together with all buildings, fixtures and other improvements having the
<br />character of real estate, which may integrally belong to, or be or hereafter become an
<br />integral part of such real estate, whether attached or detached, (c) all items of machinery,
<br />equipment, vehicles, furniture, appliances, fixtures, computer hardware and software,
<br />parts and tools, goods, types of goods of every kind and description and all other tangible
<br />personal property now owned or hereafter acquired, purchased or installed with (1) the
<br />proceeds of the Bonds, (2) from other funds of the Company, or (3) from any other source,
<br />and whether located on the Site or elsewhere (the "Equipment "); (d) all inventory of the
<br />Company, whether now owned or hereafter acquired and wherever located (the
<br />"Inventory "); (e) all accounts and each and every right of the Company to the payment of
<br />money, whether such right to payment now exists or hereafter arises, whether such
<br />account or other rights to payment arise out of a sale, lease or other disposition of goods
<br />337230.3 -1-
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