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200305038 Issuing Bank and the Administrative Agent. Pursuant to the Amendment, Grantor is conveying the Trust Property to the Trustee for the benefit of the Beneficiary. C. Subsidiary Guaranty. Reference is hereby made to that certain Amended and Restated Subsidiary Guaranty (as the same may be amended from time to time, the "Subsidiary Guaranty ") dated as of April 25, 2001 among the Borrower, certain Subsidiaries of the Borrower (the "Subsidiary Guarantors ") and the Administrative Agent, as amended as of November 1, 2002, pursuant to which such Subsidiary Guarantors have agreed, subject to the limitations contained therein, to guarantee the obligations of the Borrower under the Credit Agreement, the Notes and the Security Documents. D. Secured Obligations. The obligations secured by this Deed of Trust (the "Secured Obligations ") are comprised at any time of the following: (i) the full and punctual payment when due of all amounts payable by the Grantor under the Subsidiary Guaranty; (ii) the full and punctual payment when due of all amounts payable by the Grantor under this Deed of Trust, including indemnification obligations and advances made to protect the Trust Property; (iii) the performance and observance by the Grantor of each other term, covenant, agreement, requirement, condition and other provision to be performed or observed by the Grantor under any Security Document; and (iv) all amendments, supplements, consolidations, replacements, renewals, extensions or other modifications of the foregoing, in each case whether now outstanding or hereafter arising. The Secured Obligations shall include, without limitation, any interest, costs, fees and expenses which accrue on or with respect to any of the foregoing, whether before or after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of any of the Obligors, and any such interest, costs, fees and expenses that would have accrued thereon or with respect thereto but for the commencement of such case, proceeding or action. The parties secured by this Deed of Trust (herein called the "Secured Parties ") are the holders from time to time of the Secured Obligations. E. Maximum Principal Amount. This Deed of Trust shall secure the Secured Obligations and any and all future advances made to the Borrower by Beneficiary. At no time during the term of this deed of Trust or any extension thereto shall the unpaid and outstanding secured principal future advances, not including sums advanced by Beneficiary to protect the security if this Deed of Trust, exceed the following amount: $187,500,000. This provision shall not constitute an obligation upon or commitment of Beneficiary to make additional advances or loans to the Borrower. 5 (NY) 04675 / 120 /REAUNEBRASKA/form.dot.NE.doc