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<br />08.06.2008
<br />
<br />200807161
<br />
<br />File No. 16-471
<br />
<br />II. Trustor further grants Beneficiary a security interest in the following (the
<br />"Personal Property"):
<br />
<br />A. All right, title and interest of Trustor in and to all tangible personal
<br />property now owned or hereafter acquired by Trustor and now or at any time hereafter
<br />located on or at the Property or used in connection therewith, including, but not limited
<br />to: all building materials stored on the Property, goods, machinery, tools, equipment
<br />(including fire sprinklers and alarm systems, air conditioning, heating and refrigerating
<br />equipment, equipment for electronic monitoring, entertainment, recreation, window or
<br />structural cleaning, maintenance, exclusion of vermin or insects, removal of dust, refuse
<br />or garbage, all kitchen equipment, and all other equipment of every kind), other than
<br />such property owned by tenants of Trustor;
<br />
<br />B. All of Trustor's interest in all existing and future accounts, contract rights,
<br />general intangibles, files, books of account, agreements, permits, licenses (as said terms
<br />are defined in the Nebraska Uniform Commercial Code, as the same may be amended
<br />from time to time) and certificates necessary or desirable in connection with the
<br />acquisition, ownership, leasing, construction, operation, servicing or management of the
<br />Mortgaged Property (as defined below), whether now existing or entered into or obtained
<br />after the date hereof; all existing and future names under or by which the Mortgaged
<br />Property, or any portion thereof, may at any time be operated or known; all rights to
<br />carry on business under any such names or any variant thereof, and all existing and
<br />future telephone numbers and listings, advertising and marketing materials, trademarks
<br />and good will in any way relating to the Mortgaged Property, or any portion thereof; and
<br />
<br />C. All the estate, interest, right, title, other claim or demand, including claims
<br />or demands with respect to the proceeds of insurance in effect with respect thereto,
<br />which Trustor now has or may hereafter acquire in the Mortgaged Property, and any and
<br />all awards made for the taking by eminent domain, or by any proceeding or purchase in
<br />lieu thereof, of the whole or any part of the Mortgaged Property, including, without
<br />limitation, any awards resulting from a change of grade of streets and awards for
<br />severance damages; and Trustor hereby authorizes, directs and empowers Beneficiary,
<br />at its option, on Trustor's behalf, or on behalf of the successors or assigns of Trustor, to
<br />adjust, compromise, claim, collect and receive such proceeds and to give proper
<br />receipts and acquittances therefor.
<br />
<br />The foregoing items of Real Property and Personal Property are hereinafter called the
<br />"Mortgaged Property."
<br />
<br />PROVIDED, HOWEVER, that these presents are upon the condition that, if the
<br />obligations secured hereby shall be paid when due, and if the Trustor shall keep, perform and
<br />observe all and singular the obligations, covenants, agreements and provisions in this Deed of
<br />Trust expressed to be kept, performed by and observed by or on the part of the Trustor, then
<br />the Trustee, its successors and assigns, shall reconvey and release the Mortgaged Property.
<br />
<br />THIS DEED OF TRUST SHAll SECURE THE FOllOWING INDEBTEDNESS AND
<br />OBLIGATIONS:
<br />
<br />(i) Payment of indebtedness evidenced by that certain Promissory Note
<br />dated August ~, 2008 (the "Promissory Note"), executed by Trustor in favor of
<br />Beneficiary in the principal amount of Three Million Three Hundred Thousand Dollars
<br />($3,300,000.00), bearing interest and being payable as provided therein, according to its
<br />terms, and all extensions, renewals and modifications thereof;
<br />
<br />(ii) Payment of all other indebtedness and performance of all obligations and
<br />covenants of Trustor under each of the "loan Documents," as hereinafter defined; and
<br />
<br />(Hi) Payment of all of the principal of and interest on any future advances
<br />under the loan Documents, and all sums advanced by Beneficiary to protect the
<br />Mortgaged Property, with interest thereon at the Default Rate provided by the
<br />Promissory Note from the date of advance by Beneficiary to the date of payment by
<br />Trustor.
<br />
<br />The indebtedness and the obligations secured by this Deed of Trust which are described
<br />in (i) through (iii) above may be referred to herein as the "Secured Obligations."
<br />
<br />Deed of Trust, Security Agreement and Assignment of Rents, Page 2
<br />#553480-v1
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