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DEED OF TRUST
<br />AND
<br />COLLATERAL ASSIGNMENT OF LEASES AND RENTS
<br />Hall County, Nebraska
<br />Loc. #38.Store #242
<br />THIS DEED OF TRUST AND COLLATERAL ASSIGNMENT OF LEASES AND
<br />RENTS (hereinafter referred to as this "Deed of Trust ") is made and entered into as of this 1
<br />day of Scpi,,4y , 2006, by KELLY & COHEN APPLIANCES, INC., an Ohio corporation,
<br />as grantor or mortgagor (hereinafter referred to as "Grantor "), Grantor having its principal place
<br />of business at 2875 Needmore Road. Dayton, Ohio 45414, in favor of
<br />CHTCACQ TITLE- as Trustee ( "Trustee ") WITH POWER
<br />OF SALE, for the use and benefit of BANK OF AMERICA, N.A., successor to Fleet Retail
<br />Group, Inc., as grantee or beneficiary (hereinafter in such capacity referred to as "Beneficiary "),
<br />as agent for the ratable benefit of the "Credit Parties" as defined in the Loan Agreement (as
<br />defined herein), Beneficiary having an office at 40 Broad Street, Boston, Massachusetts 02109.
<br />Each capitalized term used herein but not defined herein shall have the meaning assigned
<br />to such term in the Loan Agreement (as defined herein).
<br />WITNESSETH:
<br />A. Reference is made to that certain Amended and Restated Loan Agreement dated
<br />as of September 14, 2004 (as amended to date, and as the same may be amended, modified,
<br />supplemented or restated hereafter, the "Loan Agreement"), by and among others, the Grantor
<br />and certain Affiliates of the Grantor (singly, a "Borrower ", and collectively, the 'Borrowers ");
<br />the financial institutions from time to time party thereto as lenders (together with the Swingline
<br />Lender (as defined below) the "Lenders "); BANK OF AMERICA, N.A., as agent (in such
<br />capacity, the "Agent") and as swingline lender (in such capacity, the "Swingline Lender "), and
<br />KEYBANK NATIONAL ASSOCIATION, as Syndication Agent.
<br />B. Pursuant to the Loan Agreement, (i) each of the Lenders have agreed to lend to
<br />the Borrowers (a) on a revolving basis, Revolving Credit Loans, at any time and from time to
<br />time prior to the Expiration Date, (ii) the Swingline Lender has agreed to lend, on a revolving
<br />basis, Swingline Loans, at any time and from time to time prior to the Expiration Date, and
<br />(iii) the Issuer has issued and has agreed to issue Letters of Credit, at any time and from time to
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<br />DEED OF TRUST
<br />AND
<br />COLLATERAL ASSIGNMENT OF LEASES AND RENTS
<br />Hall County, Nebraska
<br />Loc. #38.Store #242
<br />THIS DEED OF TRUST AND COLLATERAL ASSIGNMENT OF LEASES AND
<br />RENTS (hereinafter referred to as this "Deed of Trust ") is made and entered into as of this 1
<br />day of Scpi,,4y , 2006, by KELLY & COHEN APPLIANCES, INC., an Ohio corporation,
<br />as grantor or mortgagor (hereinafter referred to as "Grantor "), Grantor having its principal place
<br />of business at 2875 Needmore Road. Dayton, Ohio 45414, in favor of
<br />CHTCACQ TITLE- as Trustee ( "Trustee ") WITH POWER
<br />OF SALE, for the use and benefit of BANK OF AMERICA, N.A., successor to Fleet Retail
<br />Group, Inc., as grantee or beneficiary (hereinafter in such capacity referred to as "Beneficiary "),
<br />as agent for the ratable benefit of the "Credit Parties" as defined in the Loan Agreement (as
<br />defined herein), Beneficiary having an office at 40 Broad Street, Boston, Massachusetts 02109.
<br />Each capitalized term used herein but not defined herein shall have the meaning assigned
<br />to such term in the Loan Agreement (as defined herein).
<br />WITNESSETH:
<br />A. Reference is made to that certain Amended and Restated Loan Agreement dated
<br />as of September 14, 2004 (as amended to date, and as the same may be amended, modified,
<br />supplemented or restated hereafter, the "Loan Agreement"), by and among others, the Grantor
<br />and certain Affiliates of the Grantor (singly, a "Borrower ", and collectively, the 'Borrowers ");
<br />the financial institutions from time to time party thereto as lenders (together with the Swingline
<br />Lender (as defined below) the "Lenders "); BANK OF AMERICA, N.A., as agent (in such
<br />capacity, the "Agent") and as swingline lender (in such capacity, the "Swingline Lender "), and
<br />KEYBANK NATIONAL ASSOCIATION, as Syndication Agent.
<br />B. Pursuant to the Loan Agreement, (i) each of the Lenders have agreed to lend to
<br />the Borrowers (a) on a revolving basis, Revolving Credit Loans, at any time and from time to
<br />time prior to the Expiration Date, (ii) the Swingline Lender has agreed to lend, on a revolving
<br />basis, Swingline Loans, at any time and from time to time prior to the Expiration Date, and
<br />(iii) the Issuer has issued and has agreed to issue Letters of Credit, at any time and from time to
<br />MA
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