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201300072
<br /> Grantor in the collection thereof, including, without limitation, adjuster's fees and expenses and attorneys' fees and
<br /> expenses (the "Net Insurance Proceeds"), shall be paid to (1) Grantor, if the amount of such Net Insurance Proceeds
<br /> is less than $50,000 and applied by Grantor toward the cost of the Restoration, and (2) Collateral Agent, if the
<br /> amount of such Net Insurance Proceeds is $50,000 or greater. Provided that no Event of Default is continuing, Net
<br /> Insurance Proceeds paid to Collateral Agent shall be held and disbursed by Collateral Agent, or as Collateral Agent
<br /> may from time to time direct, as the Restoration progresses, to pay or reimburse Grantor for the cost of the
<br /> Restoration, upon written request of Grantor accompanied by evidence, reasonably satisfactory to Collateral Agent,
<br /> that (aa) the Restoration is in full compliance with all Applicable Regulations and all private restrictions and
<br /> requirements, (bb) the amount requested has been paid or is then due and payable and is properly a part of such
<br /> cost, (cc) there are no mechanics' or similar liens for labor or materials theretofore supplied in connection with the
<br /> Restoration, (dd) if the estimated cost of the Restoration exceeds the Net Insurance Proceeds (exclusive of Proceeds
<br /> received from Grantors business income insurance), Grantor has deposited into an escrow satisfactory to Collateral
<br /> Agent such excess amount, which sum will be disbursed pursuant to escrow instructions satisfactory to Collateral
<br /> Agent, (ee) the balance of such Net Insurance Proceeds, together with the funds deposited into escrow, if any,
<br /> pursuant to the preceding subsection, and (If) after making the payment requested will be sufficient to pay the
<br /> balance of the cost of the Restoration. Upon receipt by Collateral Agent of evidence reasonably satisfactory to it that
<br /> the Restoration has been completed and the cost thereof paid in full, and that there are no mechanics' or similar liens
<br /> for labor or materials supplied in connection therewith, the balance, if any, of such Net Insurance Proceeds shall be
<br /> paid to Grantor. If at the time of the damage or destruction to the Trust Estate or at any time thereafter an Event of
<br /> Default shall have occurred and be continuing under the Loan Documents, all Net Insurance Proceeds shall be paid
<br /> to Collateral Agent, and Collateral Agent may retain and apply the Net Insurance Proceeds toward the Obligations
<br /> whether or not then due and payable, in such order, priority and proportions as Collateral Agent in its discretion shall
<br /> deem proper, or to cure such Event of Default, or, in Collateral Agent's discretion, Collateral Agent may pay such Net
<br /> Insurance Proceeds in whole or in part to Grantor to be applied toward the cost of the Restoration. If Collateral Agent
<br /> shall receive and retain Net Insurance Proceeds, the lien of this Deed of Trust shall be reduced only by the amount
<br /> received and retained by Collateral Agent and actually applied by Collateral Agent in reduction of the Obligations.
<br /> (b) Condemnation. (i) In case of a taking of all or any part of the Trust Estate or the commencement of
<br /> any proceedings or negotiations which might result in a taking, for any public or quasi public purpose by any lawful
<br /> power or authority by exercise of the right of condemnation or eminent domain or by agreement between Collateral
<br /> Agent, Grantor and those authorized to exercise such right("Taking"), Grantor will promptly give written notice thereof
<br /> to Collateral Agent, generally describing the nature and extent of such Taking. Collateral Agent shall file and
<br /> prosecute on behalf of Collateral Agent and Grantor any and all claims for Proceeds, and all Proceeds on account of
<br /> a Taking shall be paid to Collateral Agent.
<br /> (ii) In case of a Taking of the whole of the Trust Estate, other than for temporary use ("Total Taking"),
<br /> or in case of a Taking of less than all of the Trust Estate ("Partial Taking"), the Loan Documents shall remain in full
<br /> force and effect. In the case of a Partial Taking, Grantor, whether or not the Proceeds, if any, on account of such
<br /> Partial Taking shall be sufficient for the purpose (but provided they are made available by Collateral Agent for such
<br /> purpose), at its own or Lessee's cost and expense, will promptly commence and complete or cause the
<br /> commencement and completion of the Restoration. In case of a Partial Taking, other than a temporary use, of such a
<br /> substantial part of the Trust Estate as shall result in the Trust Estate remaining after such Partial Taking being
<br /> unsuitable for use, such Taking shall be deemed a Total Taking.
<br /> (iii) In case of a temporary use of the whole or any part of the Trust Estate by a Taking, the Loan
<br /> Documents shall remain in full force and effect without any reduction of any monetary sum payable under the Loan
<br /> Documents. In any proceeding for such Taking, Collateral Agent shall have the right to intervene and participate;
<br /> provided that, if such intervention shall not be permitted, Grantor shall consult with Collateral Agent, its attorneys and
<br /> experts, and make all reasonable efforts to cooperate with Collateral Agent in the prosecution or defense of such
<br /> proceeding. At the termination of any such use or occupation of the Trust Estate, Grantor will, at its own or Lessee's
<br /> cost and expense, promptly commence and complete or cause the commencement and completion of the
<br /> Restoration.
<br /> (iv) Proceeds on account of a Taking, less the costs, fees and expenses incurred by Collateral Agent
<br /> and Grantor in connection with the collection thereof, including,without limitation, attorneys'fees and expenses, shall
<br /> be applied in the following order
<br /> (x) Proceeds received by Collateral Agent or Grantor on account of a Total Taking shall be
<br /> allocated as follows:
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<br /> 4821-4372-3794 1
<br /> STORE/Concord
<br /> 721 Diers Avenue, Grand Island, NE 68803
<br /> File No: 7210/02-81.13
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