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<br />200806031
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<br />B. The Lenders have agreed to make Loans to the Borrowers (including, without limitation,
<br />Grantor), and the UC Issuer has agreed to issue Letters of Credit for the account of the Borrowers,
<br />pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement.
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<br />C. The obligations of the Lenders to make Loans and of the UC Issuer to issue Letters of
<br />Credit are conditioned upon, among other things, the execution and delivery by Grantor of this Deed of
<br />Trust, to secure the due and punctual payment and performance of the following described indebtedness
<br />and obligations: (a) all Obligations; and (b) any and all additional advances made by any Credit Party, to
<br />the extent made consistent with the terms hereof, to protect or preserve the Mortgaged Property or the
<br />security interest created hereby on the Mortgaged Property, or for taxes, assessments or insurance
<br />premiums as hereinafter provided or for performance of any of Grantor's obligations hereunder or under
<br />the other Loan Documents or for any other purpose provided herein or in the other Loan Documents
<br />(whether or not the original Grantor remains the owner of the Mortgaged Property at the time of such
<br />advances) (hereinafter (a) and (b) shall collectively be referred to as the "Secured Obligations");
<br />provided. however, that Obligations which constitute Other Liabilities shall be Secured Obligations solely
<br />to the extent that there is sufficient Collateral following satisfaction of the obligations described in clause
<br />(a) of the definition of Obligations (as set forth in the Credit Agreement).
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<br />D. Pursuant to the requirements of the Credit Agreement, Grantor is granting this Deed of
<br />Trust to create a lien on the Mortgaged Property (as defined herein) (subject in priority only to (i) those
<br />Permitted Encumbrances which have priority over the Lien of the Collateral Agent by operation of
<br />applicable Law, (ii) Liens referred to in Schedule B of the Mortgage Policies insuring this Deed of Trust,
<br />or (iii) other Pennitted Encumbrances reasonably acceptable to the Collateral Agent) to secure the
<br />performance and payment by Grantor and the other Loan Parties of the Secured Obligations. The Credit
<br />Agreement also requires the granting by Grantor and other Loan Parties of other mortgages (the "Other
<br />Mortgages") that create liens on certain mortgaged properties other than the Mortgaged Property to
<br />secure the performance of the Secured Obligations.
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<br />GRANTING CLAUSE:
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<br />NOW, THEREFORE, IN CONSIDERATION OF TEN AND NO/I00 DOLLARS ($10.00)
<br />AND OTHER GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency whereof are
<br />hereby acknowledged by Grantor, and in order to secure the Secured Obligations, Grantor does hereby
<br />grant, bargain, sell, transfer, assign, warrant and convey unto Trustee, and its successors and assigns, IN
<br />TRUST, WITH POWER OF SALE, for the ratable benefit of the Beneficiary and the other Credit Parties,
<br />subject only to Pennitted Encumbrances, all of Grantor's right, title and interest in all of the following
<br />described property (hereinafter those items of property described in subparagraphs (a) and (b), below,
<br />collectively referred to as the "Property", and together with the property described in subparagraphs (c),
<br />(d) and (e), collectively, the "Mortgaged Property"):
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<br />(a) All those certain tracts or parcels of land described in Exhibit A attached hereto and
<br />by this reference made a part hereof, together with all right, title and interest of Grantor, including any
<br />after-acquired title or reversion, in and to the rights-of-ways, streets, and alleys adjacent thereto, and all
<br />easements, rights-of-way, licenses, operating agreements, strips and gores of land, vaults, streets, ways,
<br />alleys, passages, sewers, sewer rights, waters, water courses, water rights and powers, oil, gas and other
<br />minerals, flowers, shrubs, crops, trees, timber and other emblements now or hereafter located on such
<br />land or under or above same, and all estates, rights, titles, interests, privileges, liberties, tenements,
<br />hereditaments and appurtenances whatsoever, in any way belonging, relating to or appertaining to said
<br />tracts or parcels of land or any part thereof, or which hereafter shall in any way belong, relate or be
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<br />Hall County, Nebraska
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