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pill f[ly�.i Section 3.02. Authority to Convey Trust Estate; No Liens; Exception for Permitted Encumbrances; Grantor to Defend Title and Remove Liens. The Grantor has good and marketable title to all fee and leasehold estates in real property and good, right and lawful authority to convey the Trust Estate for the purposes herein expressed. The Trust Estate is free and clear of any Lien affecting the title thereto, except Permitted Encumbrances. The Grantor will, so long as any of the Indebtedness shall remain unpaid or the Loan Agreement shall remain in effect, maintain and preserve the Lien of this Deed of Trust superior to all other Liens, other than Permitted Encumbrances, and will forever warrant and defend the title to the Trust Estate against any and all claims and demands. Section 3.03. No Encumbrances on Trust Estate. The Grantor will not create, incur, suffer or permit to exist any Lien on any of the Trust Estate, except for Permitted Encumbrances. Except for claims giving rise to Permitted Encumbrances, the Grantor will promptly pay or discharge any and all obligations for or on account of which any such Lien might exist. Section 3.04. Sale or Transfer of Trust Estate. The Grantor shall not sell, lease or transfer any of the Trust Estate to any person or entity except as permitted in the Loan Agreement. Section 3.05. Payment of Obligations. The Grantor will duly and punctually pay all amounts due under the Indebtedness, at the dates and places and in the manner provided in the Loan Documents, and all other sums becoming due hereunder. Section 3.06. Preservation of Franchises and Compliance with Laws. The Grantor will take or cause to be taken all such action as may from time to time be necessary to obtain, preserve and renew all franchises, rights of way, easements, permits, and licenses now or hereafter granted or upon it conferred necessary to the operations of the Grantor, and will comply in all material respects with all Laws applicable to it or the Trust Estate. Section 3.07. Maintenance of Trust Estate. The Grantor will at all times maintain and preserve the Trust Estate and each and every material part and parcel thereof in good repair, working order and condition, ordinary wear and tear excepted, and in material compliance with all applicable Laws, and will from time to time make all needed and proper repairs, renewals, and replacements, and useful and proper alterations, additions, betterments and improvements, and will, subject to contingencies beyond its reasonable control, at all times keep its plant and properties in continuous operating condition and use all reasonable diligence to furnish the consumers served by it through the Trust Estate, or any part thereof with adequate services furnished by the Grantor. Section 3.08. Insurance; Restoration of Damaged Trust Estate. The Grantor will at all times keep all of the Trust Estate insured against loss, damage, theft and other risks, in such amounts, with such companies and under policies in such form, all as shall be reasonably satisfactory to the Beneficiary. All insurance required by this Section 3.08 shall be with insurers rated A -XI or better by A.M. Best Company (or accorded a similar rating by another nationally or internationally recognized insurance rating agency of similar standing if A.M. Best Company is not then in the business of rating insurers or rating foreign insurers) or such other insurers as may from time to time be reasonably acceptable to the Beneficiary. Such policies of insurance shall contain an endorsement reasonably acceptable to the Beneficiary naming the Beneficiary as loss payee as its interests may appear. Such endorsement, or an independent instrument furnished to the Beneficiary, shall provide that the insurance companies will give the Beneficiary at least thirty (30) days written notice before any such policy or policies of insurance shall be amended or cancelled and that no act or default of the Grantor or any other Person shall affect the right of the Beneficiary to recover under such policy or policies of insurance in the event of any loss of or damage to any of the Trust Estate. The Grantor hereby directs all insurers under such policies of insurance to pay all proceeds payable thereunder directly to the Beneficiary as its interest may appear and the Grantor hereby agrees to promptly forward to the Beneficiary all such insurance proceeds received directly by the Grantor. In the event of any damage to or destruction or loss of any of the Trust Estate with an aggregate value in excess of $100,000.00, the Grantor shall promptly (and in any event within three (3) Business Days) give written notice thereof to the Beneficiary generally describing the nature and extent of such damage, destruction or loss. In the event of any damage to or destruction or 5 5301729 Hall County, Nebraska