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<br />200512483
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<br />3.2 Impositions. Except as otherwise permitted under Section 5.2 of the Credit
<br />Agreement, Trustor shall pay prior to dclinquency, all general taxes, special taxcs, special
<br />assessments, water charges, sewer charges, and any other charges, fees, taxes, claims, levies,
<br />expenses, liens and assessments, ordinary or extraordinary, governmental or nongovernmental,
<br />statutory or otherwise (all of the foregoing being herein collectively referred to as
<br />"Impositions"), that may be asserted against the Property or any part thereof or Trustor's interest
<br />therein.
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<br />3.3 Payment of Impositions by Beneficiary. Upon the occurrence and during the
<br />continuance of an Event of Default (as hereinafter det1ned), Beneficiary is hereby authorized to
<br />make or advance, in the place and stead of Trustor, any payment relating to Impositions.
<br />Beneficiary may do so according to any bill, statement, or estimate procured from the
<br />appropriate public office without inquiry into the accuracy or the validity of any Impositions,
<br />lien, sale, forfeiture, or related title or claim. Beneficiary is further authorized to make or
<br />advance, in place of Trustor, unless such matter is being properly contested by Trustor in
<br />accordance with Section 5.2 of the Credit Agreement, any payment relating to any apparent or
<br />threatened adverse title, lien, statement of lien, encumbrance, claim, charge, or payment
<br />otherwise relating to any other purpose herein and hereby authorized, but not enumerated in this
<br />Section 3.3, whenever, in Beneficiary's judgment and discretion, such advance is necessary to
<br />protect the full security intended to be created by this Deed of Trust. All such advances and
<br />indebtedness authorized by this Section 3.3 shall constitute Secured Indebtedness and shall be
<br />repayable by Trustor upon demand with interest at the Default Rate.
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<br />3.4 Condemnation and Eminent Domain. Trustor shall give Beneficiary prompt
<br />notice of all proceedings, instituted or threatened, seeking condemnation or a taking by eminent
<br />domain or like process (herein collectively called "Taking"), of all or any part of the Property or
<br />affecting any related easement or appurtenance (including severance of: consequential damage
<br />to, or change in grade of streets), and shall deliver to Beneficiary copies of any and all papers
<br />served in connection with any such proceeding. Beneficiary (or, after entry of decree of
<br />foreclosure, the purchaser at the foreclosure sale or decree creditor, as the case may be) is hereby
<br />authorized at its option to participate in such proceeding and control the same and to be
<br />represented therein by counsel of its own choice, and Trustor will deliver, or cause to be
<br />delivered to Beneficiary such instruments as may be requested by it from time to time to permit
<br />such participation or control. Trustor hereby assigns, transfers and sets over unto Beneficiary the
<br />entire proceeds of any and all Awards resulting from any Taking. Beneficiary is hereby
<br />authorized to collect and receive from the condemnation authorities all A wards and is further
<br />authorized to give appropriate receipts and acquittances. Such A ward or payment, less the
<br />amount of any expenses incurred in litigating, arbitrating, compromising, or settling any claim
<br />arising out of a Taking, shall be applied in the same manner as if they were proceeds from a
<br />casualty loss covered by insurance in accordance with Section 1.3 of the Credit Agreement and
<br />in accordance with Section 3.5 hereafter.
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<br />3.5 Restoration. Provided no Event of Default exists or is continuing as defined in
<br />Section 4.1 herein, in the event there shall be an insured casualty loss or a Taking, the insurance
<br />proceeds or A ward shall be paid or delivered to Trustor to be used by Trustor to restore or
<br />replace the taken, damaged or destroyed property, in accordance with Section 5.4 of the Credit
<br />Agreement. In the event there shall be an insured casualty loss or a Taking and an Event of
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