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<br /> such repayment, and at Collateral Agent's election, the Lender or Collateral Agent may add the amount of such
<br /> advance to the principal balance of the Primary Note secured by this Deed of Trust.
<br /> Section 3.08. Negative Covenants. Without limiting the terms and conditions of Section 5.2 of the Loan
<br /> Agreement, Grantor agrees that Grantor shall not, without the prior written consent of Collateral Agent (each, a
<br /> "Prohibited Transaction"), sell, convey, mortgage, grant, bargain, encumber, pledge, assign, or otherwise transfer the
<br /> Trust Estate or any part thereof or permit the Trust Estate or any part thereof to be sold, conveyed, mortgaged,
<br /> granted, bargained, encumbered, pledged, assigned, or otherwise transferred, other than sales from inventory in the
<br /> ordinary course of business and the replacement of obsolete Personal Property. A sale, conveyance, mortgage,
<br /> grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Section shall be deemed to
<br /> include, but not limited to, (a) an installment sales agreement wherein Grantor agrees to sell the Trust Estate or any
<br /> part thereof for a price to be paid in installments; and (b) an agreement by Grantor leasing all or any part of the Trust
<br /> Estate (other than the Lease)or a sale, assignment or other transfer of, or the grant of a security interest in, Grantor's
<br /> right, title and interest in and to any Lease or any Rents.
<br /> Collateral Agent's consent to a Prohibited Transaction shall be subject to the satisfaction of such conditions
<br /> as Collateral Agent shall determine in its sole discretion, including, without limitation, (i) Grantor having executed and
<br /> delivered such modifications to the terms of this Deed of Trust and the other Loan Documents as Collateral Agent
<br /> shall request, and (ii) the proposed transferee having assumed the Note, this Deed of Trust and the other Loan
<br /> Documents (as modified pursuant to clause (i) above) Collateral Agent shall not be required to demonstrate any
<br /> actual impairment of its security or any increased risk of default hereunder in order to declare the Obligations
<br /> immediately due and payable upon Grantor's sale, conveyance, mortgage, grant, bargain, encumbrance, pledge,
<br /> assignment, or transfer of the Trust Estate without Collateral Agent's consent, as required hereunder. The provisions
<br /> of this Section shall apply to every sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or
<br /> transfer of the Trust Estate regardless of whether voluntary or not, or whether or not Collateral Agent has consented
<br /> to any previous sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the
<br /> Trust Estate.
<br /> Section 3.09. Priority of Loan Agreement. In the event that any Loan Agreement provides for any
<br /> covenants or requirements that are inconsistent with the provisions of this Article III, the Loan Agreement provisions
<br /> shall control.
<br /> ARTICLE IV
<br /> POSSESSION, USE AND RELEASE OF THE TRUST ESTATE
<br /> Section 4.01 Casualty or Condemnation. Grantor, immediately upon obtaining knowledge of any
<br /> casualty to any portion of the Trust Estate or of any proceeding or negotiation for the taking of all or any portion of the
<br /> Trust Estate in condemnation or other eminent domain proceedings, shall notify Collateral Agent of such casualty,
<br /> proceeding or negotiation. Unless Grantor is required under the Lease to restore the Trust Estate or pay any
<br /> Proceeds (defined below) to the lessee under the Lease, any award, compensation or other payment resulting from
<br /> such casualty or condemnation or eminent domain proceeding, as applicable, shall be applied as set forth below(the
<br /> "Proceeds"). If Grantor is required under the terms of the Lease to restore the Trust Estate or pay any Proceeds to
<br /> the lessee under the Lease,the Proceeds shall be applied as provided in the Lease. Collateral Agent may participate
<br /> in any condemnation or eminent domain proceeding, and Grantor will deliver or cause to be delivered to Collateral
<br /> Agent all instruments reasonably requested by Collateral Agent to permit such participation.
<br /> (a) Casualty. (i) In the event of any material damage to or destruction of the Trust Estate or any part
<br /> thereof, Grantor will promptly give written notice to Collateral Agent, generally describing the nature and extent of
<br /> such damage or destruction. No damage to or destruction of the Trust Estate shall relieve Grantor of its obligation to
<br /> pay any monetary sum due under the Loan Documents at the time and in the manner provided in the Loan
<br /> Documents.
<br /> (ii) In the event of any damage to or destruction of the Trust Estate or any part thereof, Grantor,
<br /> whether or not the Proceeds, if any, on account of such damage or destruction shall be sufficient for the purpose, at
<br /> its expense, shall promptly cause the Restoration to be commenced and completed.
<br /> (iii) Proceeds received by Collateral Agent and Grantor on account of any occurrence of damage to or
<br /> destruction of the Trust Estate or any part thereof, less the costs,fees and expenses incurred by Collateral Agent and
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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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