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200110903 a fraudulent transfer or conveyance for purposes of Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Deed of Trust and the Secured Obligations of Grantor. To effectuate the foregoing intention, Grantor and Beneficiary hereby irrevocably agree that the obligations of Grantor under this Deed of Trust at any time shall be limited to the maximum amount as will result in the Secured Obligations of Grantor under this Deed of Trust not constituting a fraudulent transfer or conveyance. ARTICLE III Representations, Warranties and Covenants of Grantor SECTION 3.01. Payment of Secured Obligations. Grantor shall punctually pay when due, and timely perform, the Secured Obligations, and will perform and observe all of its obligations under the Loan Documents. SECTION 3.02. Legal Status, Authority and Other Matters. (a) Legal Status. Grantor represents and warrants that it is a corporation duly organized and existing in good standing under the laws of Delaware and has the full power and authority to own the Trust Property and carry out its business in the state in which the Trust Property is located. (b) No Actions Pending. Except as previously disclosed in writing to Agent, there is no action, suit or proceeding, judicial, administrative or otherwise, pending or, to the best of Grantor's knowledge, threatened or contemplated against or affecting Grantor or the Trust Property. SECTION 3.03. Warranty of Title. Grantor warrants that it: (i) has good and marketable title to the Trust Property in each case free and clear of all liens, charges and encumbrances of every kind and character, subject only to the encumbrances set forth on Exhibit B hereto ( "Permitted Encumbrances "); (ii) has and will continue to have full power and lawful authority to encumber and convey the Trust Property as provided herein; and (iii) this Deed of Trust is and will continue to remain a valid and enforceable first mortgage lien on and security interest in the Trust Property, subject only to Permitted Encumbrances. Grantor further covenants that it will preserve such title and will forever warrant and defend the title to the Trust Property (other than Permitted Encumbrances) unto Beneficiary against all lawful claims whatsoever and will forever warrant and defend the validity, enforceability and priority of the lien of this Deed of Trust against the claims of all persons and parties whomsoever. SECTION 3.04. (a) Use. Grantor will use the Premises for substantially the same use as in effect as of the date hereof and for no other use unless consented to in writing by Beneficiary. (b) Zoning; Title Matters. Grantor will not, without the prior written consent of Beneficiary, (i) initiate or support any zoning reclassification of the Premises, seek any variance under existing zoning ordinances applicable to the Premises or use or permit the use of NYDOCS03/596673.1 6 HALL COUNTY, NEBRASKA