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<br />and all rents, issues, royalties, income, revenue, proceeds, profits, security deposits and all
<br />accounts relating to the Premises and all other benefits thereof, and any after acquired title, and
<br />the reversions ar remainders thereof, all right, title and interest of Grantor in and to any licenses,
<br />permits, regulatory approvals, government authorizations, franchise agreements and equipment
<br />or chattel leases, service contracts or agreements, tradenames, general intangibles, any and all
<br />other intangibles and all proceeds therefrom, arising from, issued in connection with or in any
<br />way related to the use, occupancy, operation, maintenance or security of the Premises, together
<br />with all replacements, additions, substitutions and renewals thereof, which may be assigned
<br />pursuant to agreement or law, for so long and during all such times as Grantor may be entitled
<br />thereto (which are pledged primarily and on a parity with said Real Estate and not secondarily),
<br />all awards, compensation or settlement proceeds made by any governmental or other lawful
<br />authorities far the threatened or actual taking or damaging by eminent domain of the whole or
<br />any part of the Premises, including any awards for a temporary taking, change of grade of streets
<br />or taking of access, together with all insurance proceeds resulting from a casualty to any portion
<br />of the Premises, all rights and interests of Grantor against others, including adjoining property
<br />owners, arising out of damage to the Premises including damage due to environmental injury ar
<br />release of hazardous substances, and all right, title and interest of Grantor in and to machinery,
<br />apparatus, equipment, appliances, floor covering, furniture, furnishings, supplies, materials,
<br />fittings, fixtures and other personal property of every kind and nature whatsoever, and all sale
<br />proceeds, refinancing proceeds or other proceeds, including deposits and down payments derived
<br />from or relating to the property described above, now or hereafter located thereon or therein and
<br />which is owned by Grantor. All of the land, estate and property hereinabave described, real,
<br />personal and mixed, whether or not affixed or annexed, and all rights hereby conveyed and
<br />mortgaged are intended so to be as a unit and are hereby understood, agreed and declared, to the
<br />maximum extent permitted by law, to form a part and parcel of the Real Estate and to be
<br />appropriated to the use of the Real Estate, and shall be for the purposes of this Deed of Trust
<br />deemed to be conveyed and mortgaged hereby; provided, however, as to any of the property
<br />aforesaid which does not so farm a part and parcel of the Real Estate, this Deed of Trust is
<br />hereby deemed also to be a Security Agreement under the Uniform Commercial Code of the
<br />State of Nebraska ("Cade") for purposes of granting a security interest in such property, which
<br />Grantor hereby grants to Beneficiary, and to Trustee in trust for the benefit of Beneficiary, as
<br />secured party (as defined in the Code).
<br />TO HAVE AND TO HOLD the Premises and all parts, rights, members, and
<br />appurtenances thereof, for the use, benefit and behoof of Beneficiary and the successors and
<br />assigns of Beneficiary, IN F'EE SIMPLE forever; and Grantor covenants that Grantor is lawfully
<br />seized and possessed of the Premises as aforesaid, and has good right to convey and mortgage
<br />the same, that the same are unencumbered except as to those matters expressly set forth in
<br />Exhibit B, attached hereto and incorporated herein by this reference (hereafter referred to as the
<br />"Permitted Exceptions"), and that Grantor does warrant and will forever defend the title thereto
<br />against the claims of all persons whomsoever, except as to the Permitted Exceptions.
<br />Provided, always, and it is the true intent and meaning of the parties, that when
<br />Grantor shall pay or cause to be paid to Beneficiary, its successors or assigns, the Indebtedness
<br />according to the conditions and agreements of the Note and of this Deed of Trust and shall keep,
<br />perform and observe all of the covenants, obligations and agreements contained in the Laan
<br />Documents, all without delay, as required thereunder and hereunder, then this Deed of Trust
<br />3
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