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201107605
<br />OPEN -END DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS
<br />AND LEASES AND FIXTURE FILING (NEBRASKA)
<br />THIS OPEN -END DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND
<br />LEASES AND FIXTURE FILING (NEBRASKA) (this "Deed of Trust ") is dated as of May 4, 2011, by
<br />and from GPH GRAND ISLAND PARK PLACE LLC, a Delaware limited liability company ( "Gran -
<br />tor" ), whose address is c/o Drumm Investors LLC, 1000 Fianna Way, Fort Smith, AR 72919, Attention:
<br />General Counsel and whose organizational identification number is 4082009, to CHICAGO TITLE IN-
<br />SURANCE COMPANY, a Nebraska corporation ( "Trustee "), with an address at 106 West 11th Street,
<br />Suite 1800, Kansas City, MO 6410.5, for the benefit of CITIBANK, NA, as administrative agent (in such
<br />capacity, "Administrative Agent ") for the Secured Parties as defined in the Credit Agreement (defined
<br />below), having an address at 388 Greenwich Street, New York, NY 10013 (Administrative Agent, to-
<br />gether with its successors and assigns, "Beneficiary ")
<br />RECITALS:
<br />A Drumm Investors LLC, a Delaware limited liability company ( "Borrower "),
<br />Grantor and the other Guarantors (as defined therein), Beneficiary and the lending institutions, other
<br />agents and other parties listed therein have entered into that certain Credit Agreement dated as of May 4,
<br />2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the
<br />"Credit Agreement "; which term shall also include and refer to any increase in the amount of indebted-
<br />ness under the Credit Agreement and any refinancing or replacement of the Credit Agreement (whether
<br />under a bank facility, securities offering or otherwise) or one or more successor or replacement facilities,
<br />whether or not with a different group of agents or lenders (whether under a bank facility, securities offer-
<br />ing or otherwise) and whether or not with different obligors upon Administrative Agent's acknowledg-
<br />ment of the termination of the predecessor Credit Agreement),
<br />B. Grantor has, pursuant to the Guaranty, unconditionally guaranteed the Secured
<br />Obligations (as hereinafter defined)
<br />C Grantor will receive substantial benefits from the execution, delivery and per-
<br />formance of the obligations under the Credit Agreement and the other Loan Documents and is, therefore,
<br />willing to enter into this Deed of Trust
<br />D. This Deed of Trust is given by Grantor in favor of Trustee for the benefit of
<br />Beneficiary for the benefit, in turn, of the Secured Parties (as hereinafter defined) to secure the payment
<br />and performance of all of the Secured Obligations,
<br />E It is a condition to (i) the obligations of the Lenders to make the Loans under the
<br />Credit Agreement, (ii) the obligations of the L/C Issuers to issue Letters of Credit and (iii) the perform-
<br />ance of the obligations of the Secured Parties under Secured Hedge Obligations and Cash Management
<br />Obligation that constitute Secured Obligations that Grantor execute and deliver the applicable Loan
<br />Documents, including this Deed of Trust..
<br />AGREEMENT:
<br />NOW THEREFORE, in consideration of the foregoing premises and other good and
<br />valuable consideration, the receipt and suf'f'iciency of which are hereby acknowledged, the Grantor hereby
<br />covenants and agrees with the Beneficiary for the benefit of the Beneficiary and the other Secured Parties
<br />as follows:
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