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204507874
<br />THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE
<br />FILING (the "Security Instrument ") is made as of the 8th day of June, 2005, by AREC 7, LLC ( "Fee Owner ") and
<br />UHIL 7, LLC ( "Lessee" and together with Fee Owner, hereinafter collectively referred to as "Borrower "), each
<br />having its chief executive office at 2727 North Central Avenue, Phoenix, Arizona 85004, to First American Title
<br />Insurance Company (hereinafter referred to as "Trustee "), for the benefit of MERRILL LYNCH MORTGAGE
<br />LENDING, INC., having an address at 4 World Financial Center, 16th Floor, New York, NY 10080, attention:
<br />CMBS Servicing (hereinafter referred to as "Lender ").
<br />WITNESSETH:
<br />WHEREAS, Lender has authorized and made a loan (hereinafter referred to as the "Loan") to Borrower in
<br />the maximum principal sum of ONE HUNDRED SIXTY -FIVE MILLION TWELVE THOUSAND AND NO 1100
<br />DOLLARS ($165,012,000.00) (hereinafter referred to as the "Loan Amount "), which Loan is evidenced by one or
<br />more promissory notes or amended, restated and consolidated promissory notes, as applicable, dated the date hereof
<br />- e (together with any supplements, amendments, modifications, replacements or extensions thereof, hereinafter
<br />collectively referred to as the "Note ") given by Borrower and certain Affiliates of Borrower (the "Cross -
<br />collateralized Borrowers "), as maker, to Lender, as payee;
<br />WHEREAS, in consideration of the Loan, the Cross collateralized Borrowers have agreed to make
<br />payments in amounts sufficient to pay and redeem, and provide for the payment and redemption of the principal of,
<br />premium, if any, and interest on the Note when due;
<br />WHEREAS, Borrower desires by this Security Instrument to provide for, among other things, the issuance
<br />of the Note and for the deposit, deed and pledge by Borrower with, and the creation of a security interest in favor of,
<br />Lender, as security for the Cross - collateralized Borrowers' obligations to Lender from time to time pursuant to the
<br />Note and the other Loan Documents;
<br />WHEREAS, Borrower and Lender intend these recitals to be a material part of this Security Instrument;
<br />and
<br />WHEREAS, all things necessary to make this Security Instrument the valid and legally binding obligation
<br />of Borrower in accordance with its terms, for the uses and purposes herein set forth, have been done and performed.
<br />NOW THEREFORE, to secure the payment of the principal of, prepayment premium (if any) and interest
<br />on the Note, and all other obligations, liabilities or sums due or to become due under this Security Instrument, the
<br />Note or any other Loan Document, including, without limitation, interest on said obligations, liabilities or sums (said
<br />principal, premium, interest and other sums being hereinafter referred to as the "Debt "), and the performance of all
<br />other covenants, obligations and liabilities of the Cross - collateralized Borrowers pursuant to the Loan Documents,
<br />Borrower has executed and delivered this Security Instrument; and Borrower has irrevocably granted, and by these
<br />presents and by the execution and delivery hereof does hereby irrevocably grant, bargain, sell, alien, demise, release,
<br />convey, assign, transfer, deed, hypothecate, pledge, set over, warrant, mortgage and confirm to Trustee, forever in
<br />trust WITH POWER OF SALE for the benefit of Lender, all right, title and interest of Borrower in and to all of the
<br />following property, rights, interests and estates:
<br />Nebraska DOT
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