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<br />NEBRASKA DEED OF TRUST, SECURITY AGREEMENT
<br />AND ASSIGNMENT OF RENTS AND LEASES
<br />(INCLUDING FIXTURE FILING UNDER UNIFORM COMMERCIAL CODE)
<br />This Nebraska Deed of Trust, Security Agreement and Assignment of Rents and Leases
<br />(Including Fixture Filing Under Uniform Commercial Code) ("Deed of Trust") is made and
<br />entered into by CONESTOGA MALL 2002, LLC, a Colorado limited liability company,
<br />whose mailing address is c/o J. Herzog and Sons, Inc., 1720 Bellaire Street, Suite 1209,
<br />Denver, Colorado 80222 (the "Trustor"), in favor of U.S. BANK NATIONAL
<br />ASSOCIATION, a national banking association, whose mailing address is 424 W. Third
<br />Street, Grand Island, NE 68801 (the "Trustee"), for the benefit of U.S. BANK NATIONAL
<br />ASSOCIATION, a national banking association, whose mailing address is 950 17th Street, 3rd
<br />Floor, Denver, Colorado 80202 (the "Beneficiary"), effective as of the date set forth at the
<br />end of this Deed of Trust.
<br />ARTICLE I. CONVEYANCE/MORTGAGED PROPERTY
<br />1.1 Grant of Deed of Trust/Security Interest. In consideration of the financial
<br />accommodations from the Beneficiary to the Trustor as described below, the Trustor has
<br />bargained, sold, conveyed and confirmed, and hereby bargains, sells, conveys and confirms,
<br />unto Trustee, its successors and assigns, IN TRUST, WITH POWER OF SALE, for the
<br />benefit of the Beneficiary, the Property (defined below) to secure all of the Trustor's
<br />Obligations (defined below) to the Beneficiary. The intent of the parties hereto is that the
<br />Property secures all Obligations of the Trustor to the Beneficiary, whether now or hereafter
<br />existing, between the Trustor and the Beneficiary or in favor of the Beneficiary, including,
<br />without limitation, any note, any loan or security agreement, any lease, any other mortgage,
<br />deed of trust or other pledge of an interest in real or personal property, any guaranty, any
<br />letter of credit ~ or reimbursement agreement or banker's acceptance, any agreement for any
<br />other services or credit extended by the Beneficiary to the Trustor even though not
<br />specifically enumerated herein and any other agreement with the Beneficiary (together and
<br />individually, the "Loan Documents"). The parties further intend that this Deed of Trust shall
<br />operate as a security agreement with respect to those portions of the Property which are
<br />subject to Article 9 of the Uniform Commercial Code; and, accordingly, Trustor hereby grants
<br />a security interest in all Property that constitutes personal property or fixtures under
<br />applicable law.
<br />1.2 "Pr_ oberty" means all of the following, whether now owned or existing or hereafter
<br />acquired by the Trustor, wherever located: all the real estate described in Exhibit A attached
<br />hereto (the "Land"), together with all buildings, structures, fixtures, equipment, inventory and
<br />furnishings used in connection with the Land and improvements; all materials, contracts,
<br />drawings and personal property relating to any construction on the Land; and all other
<br />improvements now or hereafter constructed, affixed or located thereon (the "Im rovements")
<br />(the Land and the Improvements are collectively, the "Premises"); TOGETHER with any and
<br />all easements, rights-of--way, licenses, privileges, and appurtenances thereto, and any and all
<br />leases or other agreements for the use or occupancy of the Premises, all the rents, issues,
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