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<br /> the transactions contemplated herein and the State. For purposes of any action or proceeding arising out of this
<br /> Deed of Trust, the parties hereto expressly submit to the jurisdiction of all federal and state courts located in the
<br /> State. Grantor consents that it may be served with any process or paper by registered mail or by personal service
<br /> within or without the State in accordance with applicable law. Furthermore, Grantor waives and agrees not to assert
<br /> in any such action, suit or proceeding that it is not personally subject to the jurisdiction of such courts, that the action,
<br /> suit or proceeding is brought in an inconvenient forum or that venue of the action, suit or proceeding is improper. The
<br /> creation of this Deed of Trust and the rights and remedies of Collateral Agent with respect to the Trust Estate, as
<br /> provided herein and by the laws of the State, shall be governed by and construed in accordance with the internal laws
<br /> of the State without regard to its principles of conflicts of law. With respect to other provisions of this Deed of Trust,
<br /> this Deed of Trust shall be governed by the internal laws of the State, without regard to its principles of conflicts of
<br /> law. Nothing in this Section shall limit or restrict the right of Collateral Agent to commence any proceeding in the
<br /> federal or state courts located in the State to the extent Collateral Agent deems such proceeding necessary or
<br /> advisable to exercise remedies available under the Deed of Trust or the other Loan Documents.
<br /> Section 7.09. Indemnification. Grantor shall indemnify and hold harmless each of the Indemnified Parties
<br /> for, from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions,
<br /> proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges,
<br /> fees, expenses, judgments, awards, amounts paid in settlement and damages of whatever kind or nature (including,
<br /> without limitation, attorneys' fees, court costs and other costs of defense) (collectively, "Losses") (excluding Losses
<br /> suffered by an Indemnified Party arising out of such Indemnified Party's gross negligence or willful misconduct;
<br /> provided, however, that the term "gross negligence" shall not include gross negligence imputed as a matter of law to
<br /> any of the Indemnified Parties solely by reason of Grantor's interest in the Trust Estate or Grantor's failure to act in
<br /> respect of matters which are or were the obligation of Grantor under the Loan Documents) caused by, incurred or
<br /> resulting from Grantor's operations of, or relating in any manner to, the Trust Estate, whether relating to its original
<br /> design or construction, latent defects, alteration, maintenance, use by Grantor or any person thereon, supervision or
<br /> otherwise, or from any breach of, default under or failure to perform any term or provision of this Deed of Trust by
<br /> Grantor, its officers, employees, agents or other persons. It is expressly understood and agreed that Grantor's
<br /> obligations under this Section shall survive the expiration or earlier termination of this Deed of Trust for any reason.
<br /> Section 7 10. Waiver of Jury Trial and Punitive, Consequential, Special and Indirect Damages.
<br /> COLLATERAL AGENT, BY ACCEPTING THIS DEED OF TRUST, AND GRANTOR HEREBY KNOWINGLY,
<br /> VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH
<br /> RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR
<br /> COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR ITS
<br /> SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS DEED OF
<br /> TRUST, THE RELATIONSHIP OF COLLATERAL AGENT AND GRANTOR, GRANTOR'S USE OR OCCUPANCY
<br /> OF THE TRUST ESTATE, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR
<br /> STATUTORY REMEDY. THIS WAIVER BY THE PARTIES HERETO OF ANY RIGHT EITHER MAY HAVE TO A
<br /> TRIAL BY JURY HAS BEEN NEGOTIATED AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.
<br /> FURTHERMORE, GRANTOR AND COLLATERAL AGENT HEREBY KNOWINGLY, VOLUNTARILY AND
<br /> INTENTIONALLY WAIVE ANY RIGHT EITHER MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL
<br /> AND INDIRECT DAMAGES FROM THE OTHER AND ANY OF THE OTHER'S AFFILIATES, OFFICERS,
<br /> DIRECTORS, MANAGERS, MEMBERS OR EMPLOYEES OR ANY OF THEIR SUCCESSORS WITH RESPECT TO
<br /> ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT
<br /> BY EITHER PARTY AGAINST THE OTHER OR ANY OF THE OTHER'S AFFILIATES, OFFICERS, DIRECTORS,
<br /> MANAGERS, MEMBERS OR EMPLOYEES OR ANY OF THEIR SUCCESSORS WITH RESPECT TO ANY
<br /> MATTER ARISING OUT OF OR IN CONNECTION WITH THIS DEED OF TRUST OR ANY DOCUMENT
<br /> CONTEMPLATED HEREIN OR RELATED HERETO. THE WAIVER BY GRANTOR AND COLLATERAL AGENT OF
<br /> ANY RIGHT THEY MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES
<br /> HAS BEEN NEGOTIATED BY THE PARTIES HERETO AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.
<br /> Section 7.11. Entire Agreement. THIS DEED AND THE OTHER LOAN DOCUMENTS REPRESENT THE
<br /> FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
<br /> CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES THERE ARE NO
<br /> UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
<br /> Section 7.12. State Specific Provisions. State specific provisions, if any, are outlined on Exhibit B,
<br /> attached hereto and incorporated herein.
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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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