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202105675
<br />expense, commence and diligently complete the repair, restoration, replacement, and rebuilding of the Trust
<br />Estate as nearly as possible to its value, condition and character immediately prior to the Taking (a
<br />"Restoration"). Trustor shall not be excused from Trustor's Restoration obligation, regardless of whether
<br />or not there are Proceeds available to Trustor or whether any such Proceeds are sufficient in amount, and
<br />the application or release by Lender of any Proceeds shall not cure or waive any Default under this Deed of
<br />Trust or the other Loan Documents or invalidate any act done pursuant thereto. "Total Taking" means a
<br />Taking of substantially all of the Trust Estate or of such a portion of the Trust Estate that the remainder
<br />cannot reasonably be used for the purposes for which used prior to the Taking.
<br />(c) Proceeds. All compensation, awards, damages, rights of action, and proceeds awarded to
<br />Trustor by reason of a Taking or received by Trustor as the result of a transfer in lieu of a Taking, or with
<br />respect to any Casualty (the "Proceeds") shall be payable to Lender, and Trustor authorizes and directs that
<br />they be paid directly to Lender. If Trustor receives any Proceeds, Trustor shall promptly pay such proceeds
<br />to Lender. All Proceeds will be applied by Lender to payment of the Obligations in such order as may be
<br />required in the Loan Agreement, or if not so specified, as Lender, in its sole discretion, shall determine.
<br />Notwithstanding the foregoing, if no Default has occurred, and if the Taking, if any, is not a Total Taking,
<br />the Proceeds, less costs, fees and expenses incurred by Lender and Borrower in the collection thereof,
<br />including adjuster's fees and expenses and reasonable attorneys' fees and expenses (the "Net Proceeds"),
<br />shall be made available to Trustor as follows: (i) if the Net Proceeds are less than $25,000, the Net
<br />Proceeds shall be paid to Trustor and applied by Trustor to the cost of the Restoration; and (ii) if the Net
<br />Proceeds are $25,000 or greater, the Net Proceeds shall be held and disbursed by Lender, or as Lender may
<br />from time to time direct, as the Restoration progresses, to pay or reimburse Trustor for Restoration costs,
<br />upon Trustor's written request accompanied by evidence, reasonably satisfactory to Lender, that: (A) the
<br />Restoration is in compliance with applicable Laws and all private restrictions and requirements; (B) the
<br />amount requested has been paid or is then due and payable and is properly a part of such cost; (C) there are
<br />no Liens for labor or materials previously supplied in connection with the Restoration; (D) if the estimated
<br />cost of the Restoration exceeds the Net Proceeds (exclusive of proceeds received from Trustor's business
<br />income insurance), Trustor has deposited into an escrow reasonably satisfactory to Trustor such excess
<br />amount, which sum will be disbursed pursuant to escrow instructions satisfactory to Lender; and (E) the
<br />balance of such Net Proceeds, together with the funds deposited into escrow, if any, will, after making the
<br />payment requested, be sufficient to pay the balance of the Restoration costs. Upon receipt by Lender of
<br />evidence reasonably satisfactory to it that the Restoration has been completed, the cost thereof has been
<br />paid in full, and that there are no Liens for labor or materials supplied in connection therewith, the balance,
<br />if any, of such Net Proceeds shall be paid to Trustor. Trustor agrees to execute such further assignments of
<br />the Proceeds as Lender may require. To the extent that Proceeds are applied to prepay principal on Note, no
<br />prepayment fee will be charged in connection with such prepayment.
<br />3.6 No Discharge. Trustor's obligations and liabilities hereunder or under any other Loan Document shall
<br />not be released, discharged or otherwise affected by reason of: (a) any damage to, destruction of, or condemnation
<br />or similar taking of the Trust Estate; (b) any restriction on, or interference by any Person with, any use of any of the
<br />Trust Estate; (c) any title defect or encumbrance affecting the Trust Estate; (d) any claim that Trustor has or might
<br />have against Lender or Trustee; (e) any bankruptcy, insolvency, reorganization, composition, adjustment,
<br />dissolution, liquidation or other like proceeding relating to Lender, or any action taken with respect to this Deed of
<br />Trust by any trustee or receiver of Lender, or by any court, in any such proceeding; (f) any default or failure on
<br />Lender's part to perform or comply with any of the terms of the Loan Documents or of any Related Agreement; or
<br />(g) any other act or occurrence whatsoever, whether similar or dissimilar to the foregoing.
<br />3.7 Actions Affecting Trust Estate. Trustor shall give Lender written notice of and, unless otherwise
<br />directed in writing by Lender, shall appear in and contest any action or proceeding purporting to affect the security
<br />or priority of this Deed of Trust or the rights or powers of Lender or Trustee and shall pay all reasonable costs and
<br />expenses (including costs of evidence of title, litigation, and reasonable attorneys' fees) in any such action or
<br />proceeding in which Lender or Trustee may appear.
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<br />4824-7747-5567
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