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200602440 "Transfer" means any direct or indirect sale, assignment, conveyance or transfer, including any Contract of Sale and any other contract or agreement to sell, assign, conveyor transfer, whether made voluntarily or by operation of Law or otherwise, and whether made with or without consideration. "Trustee" means the Initial Trustee or its successor in trust who may be acting under and pursuant to this Deed of Trust from time to time. Article II Grantinl! Clauses: Condition of Grant. Section 2.1 Conveyances and Securitv Interests. In order to secure the prompt payment and performance of the Obligations, whether now or hereafter existing, Grantor (a) grants, transfers, assigns, bargains and sells, conveys and confirms the Real Property unto Trustee in trust for the benefit of Lender WITH POWER OF SALE and right of entry and possession, to have and to hold the Real Property unto Trustee in fee simple forever; provided- that Grantor may retain possession of the Real Property until the occurrence of an Event of Default; (b) grants to Lender a security interest in the Personalty; (c) assigns to Lender, and grants to Lender a security interest in, all Condemnation Awards and all Insurance Proceeds; and (d) assigns to Lender, and grants to Lender a security interest in, all of Grantor's right, title and interest in, but not any of Grantor's obligations or liabilities under, all Design and Construction Documents, all Contracts of Sale and all Refinancing Commitments. All Persons who may have or acquire an interest in all or any part of the Property will be deemed to have notice of, and will be bound by, the terms of the Obligations and each other agreement or instrument made or entered into in connection with each of the Obligations. Such terms include any provisions in the Loan Agreement or any Swap Contract which provide that the interest rate on one or more of the Obligations may vary from time to time. This Deed of Trust is given for the purpose of securing the payment of all Obligations (of every kind and character now or hereafter existing, whether matured or unmatured, contingent or liquidated) of Grantor; provided, however, that the aggregate amount of the principal indebtedness (the "Principal Indebtedness"), the payment of which is secured by this Deed of Trust, shall not exceed $780,878.00 ("Maximum Amount"). All of the obligations described in this Section are referred to as the "Secured Obligations". Notwithstanding anything to the contrary contained herein: (i) the Maximum Amount of the Principal Indebtedness shall be deemed to be the first indebtedness to be advanced and the last indebtedness to be repaid; (ii) the security afforded by this Mortgage for the Secured Obligations shall not be reduced by any payments or other sums applied to the reduction of the indebtedness so long as the total amount of outstanding Principal Indebtedness exceeds the Maximum Amount and thereafter shall be reduced only to the extent that any such payments and other sums are actually applied in accordance with the Loan Agreement, to reduce the outstanding Principal Indebtedness to an amount less than the Maximum Amount; (iii) if at any tirrie after the reduction of the Principal Indebtedness to an amount less than the Maximum Amount, Principal Indebtedness should subsequently be incurred such that it increases the total outstanding Principal Indebtedness to an amount equal to or exceeding the Maximum Amount, the security afforded by this Deed of Trust shall thereupon be increased to the Maximum Amount; and (iv) the limitation contained in this paragraph on the Maximum Amount shall only pertain to Principal Indebtedness and shall not be construed as limiting the amount of interest, fees, expenses, indemnified amounts and other Indebtedness secured hereby that are not Principal Indebtedness, it being the intention of the parties to this Deed of Trust that this Deed of Trust shall secure any Principal Indebtedness remaining unpaid at the time of foreclosure up to the Maximum Amount, plus interest thereon, all costs of collection and all other amounts (except Principal Indebtedness in excess of the Maximum Amount) included in the indebtedness. Hall County, Nebraska DB03/759402 0518/6758724.2 8