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201300072
<br /> (aa) There shall be paid to the Collateral Agent an amount up to the Outstanding
<br /> Obligations, as of the date on which such payment is made, such amount shall be applied first
<br /> against all sums advanced by Collateral Agent under this Deed of Trust, second against the
<br /> accrued but unpaid interest on the Note, and third to the remaining unpaid principal amount of the
<br /> Note and other sums due under this Deed of Trust. If the Proceeds received on account of a Total
<br /> Taking are not sufficient to satisfy the Outstanding Obligations, Grantor shall pay to Collateral
<br /> Agent simultaneously with the payment of such Proceeds to Collateral Agent the difference
<br /> between the amount of such Proceeds and the amount of the Outstanding Obligations.
<br /> (bb) Any remaining balance shall be paid to Grantor.
<br /> (y) Proceeds received by Collateral Agent or Grantor on account of a Partial Taking shall be
<br /> held and allocated as follows:
<br /> (i) first, toward the cost of the Restoration, such application of net awards and other
<br /> payments to be made substantially in the manner provided in Section 4.01(a)(iii) of this Deed of
<br /> Trust; and
<br /> (ii) then, all or any portion of the balance of such proceeds shall, in Collateral
<br /> Agent's sole discretion, either be paid to:
<br /> (1) Collateral Agent, as the holder of this Deed of Trust, and
<br /> applied toward the Outstanding Obligations in such order, priority and proportion,
<br /> and at such time on or prior to the Maturity Date (as defined in the Loan
<br /> Agreement or in the Note), as Collateral Agent shall determine; or
<br /> (2) Grantor; provided, however, in Collateral Agent's sole
<br /> discretion, such proceeds shall be pledged to Collateral Agent to secure the
<br /> Outstanding Obligations pursuant to a security agreement reasonably
<br /> satisfactory to Collateral Agent, or, with Collateral Agent's consent, Grantor shall
<br /> provide Collateral Agent with alternative security satisfactory to Collateral Agent
<br /> in its sole discretion.
<br /> Collateral Agent may deposit any funds held by it in accounts insured by any federal or
<br /> state agency and may commingle such funds with other funds and accounts of Collateral Agent.
<br /> Interest or gains from such funds, if any, shall be the sole property of Collateral Agent.
<br /> (z) Proceeds received by Collateral Agent or Grantor on account of a Taking for temporary
<br /> use shall be held by Collateral Agent and applied to the payment of the monthly installments of combined
<br /> interest and principal becoming due under the Note, until such Taking for temporary use is terminated and
<br /> the Restoration, if any, has been completed; provided, however, that, if any portion of any such award or
<br /> payment is made by reason of any damage to or destruction of the Trust Estate, such portion shall be held
<br /> and applied as provided in Section 4.01(a)(ili) hereof. The balance, if any, of such awards and payments
<br /> shall be paid to Grantor.
<br /> (v) Notwithstanding the foregoing, if at the time of any Taking or at any time thereafter an Event of
<br /> Default shall have occurred and be continuing under the Loan Documents, Collateral Agent is hereby authorized and
<br /> empowered, in the name and on behalf of Grantor and otherwise, to file and prosecute Grantor's claim, if any, for an
<br /> award on account of any Taking and to collect such award and apply the same, after deducting all costs, fees and
<br /> expenses incident to the collection thereof (the "Net Award"), toward the Obligations whether or not then due and
<br /> payable, in such order, priority and proportions as Collateral Agent in its discretion shall deem proper, or to cure such
<br /> Event of Default, or, in Collateral Agent's discretion, Collateral Agent may pay the Net Award in whole or in part to
<br /> Grantor to be applied toward the cost of the Restoration. If Collateral Agent shall receive and retain the Net Award,
<br /> the lien of this Deed of Trust shall be reduced only by the amount received and retained by Collateral Agent and
<br /> actually applied by Collateral Agent in reduction of the Obligations.
<br /> Section 4.02. Conveyance in Anticipation of Condemnation, Granting of Easements, Etc. If no Event
<br /> of Default shall have occurred and be continuing, Grantor may, from time to time with respect to its interest in the
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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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