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<br />200802659 <br /> <br />all repairs, renewals, replacements, additions and improvements in connection therewith which <br />are needful or desirable to such end. After completion of any Improvements, they shall not be <br />removed, demolished or substantially altered without Secured Party's prior written consent, <br />except where appropriate replacements which are of value of at least equal to the value of the <br />Improvements removed and which are free and clear of superior title, liens and claims, are <br />immediately made. <br /> <br />1.6 Advance,s by Secured Party. <br /> <br />(a) If Borrower shall fail to perform any of the covenants contained in <br />Sections 1.1, 1.3. 1.4 and 1.5, Secured Party may, following written notice to Borrower and the <br />expiration of a 10 day grace period following receipt of such notice, make advances to perform <br />the same in its behalf, and all sums so advanced shall be a lien upon the Property and secured by <br />this Deed of Trust. Borrower will repay all sums so advanced on its behalf with interest at the <br />Default Interest Rate (as defined in the Note). The provisions of this Section 1.6 shall not <br />prevent any default in the observance of any covenant contained in said Sections 1.1. 1.3. 1.4 <br />and 1.5 from constituting an Event of Default (as hereafter defined) hereunder. <br /> <br />(b) If Secured Party shall incur or expend any sums, including reasonable <br />attorneys' fees permitted by law, whether in connection with any action or proceeding or not, to <br />sustain the lien of this Deed of Trust or its priority, or to protect or enforce any of Secured <br />Party's rights hereunder, or to recover any indebtedness hereby secured, all such sums shall <br />become immediately due and payable by Borrower with interest thereon at the Default Interest <br />Rate. All such sums shall be secured by this Deed of Trust and be a lien on the Property and the <br />Improvements prior to any right, title, interest, or claim, in, to, or upon the same attaching or <br />accruing subsequent to the lien of this Deed of Trust. <br /> <br />1.7 Condemnation. Borrower will give the Secured Party prompt notice of any <br />condemnation or eminent domain action, actual or threatened, and hereby assigns, transfers, and <br />sets over to the Secured Party the entire proceeds of any award or claim for damages for all or <br />any part of the Property taken or damaged under the power of eminent domain or condemnation, <br />the Secured Party being hereby authorized to intervene in any such action and to collect and <br />receive from the condemning authorities and give proper receipts and acquittances for such <br />proceeds. Borrower will not enter into any agreement with the condemning authority permitting <br />or consenting to the taking of the Property unless prior written consent of Secured Party is first <br />obtained. Any expenses incurred by the Secured Party in intervening in such action or collecting <br />such proceeds shall be reimbursed to the Secured Party first out of the condemnation proceeds. <br />The proceeds or any part thereof shall be applied upon or in reduction of the indebtedness <br />secured hereby then most remotely to be paid, whether due or not, without the application of any <br />prepayment premium, to the restoration or repair of the Property, or to any other obligation of <br />Borrower to Secured Party, the choice of application to be solely at the discretion of Secured <br />Party. <br /> <br />1.8 Disbursement of Insurance and Condemnation Proceeds. Any restoration or <br />repair involving insurance or condemnation proceeds shall be completed under the supervision of <br />an architect acceptable to Secured Party and pursuant to plans and specifications approved by the <br />6 <br /> <br />AM 157:0AM57:667038:5:LOUISYILLE <br />3/20/08 <br />