OR ANY
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PARTY OTHER THAN LENDER IS A PAYEE ON ANY CHECK REPRESENTING PROCEEDS WITH
RESPECT TO A SIGNIFICANT CASUALTY, BORROWER SHALL IMMEDIATELY ENDORSE, AND CAUSE
ALL SUCH THIRD PARTIES TO ENDORSE, SUCH CHECK PAYABLE TO THE ORDER OF LENDER.
BORROWER HEREBY IRREVOCABLY APPOINTS LENDER AS ITS ATTORNEY-IN-FACT, COUPLED
WITH AN INTEREST, TO ENDORSE SUCH CHECK PAYABLE TO THE ORDER OF LENDER.
THE
EXPENSES INCURRED BY LENDER IN THE SETTLEMENT, ADJUSTMENT AND COLLECTION OF THE
PROCEEDS SHALL BECOME PART OF THE DEBT AND SHALL BE REIMBURSED BY BORROWER TO
LENDER UPON DEMAND.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,
IF IN CONNECTION WITH A CASUALTY ANY INSURANCE CARRIER MAKES A PAYMENT UNDER A
PROPERTY INSURANCE POLICY THAT BORROWER PROPOSES BE TREATED AS BUSINESS OR
RENTAL INTERRUPTION INSURANCE, THEN, NOTWITHSTANDING ANY DESIGNATION (OR LACK OF
DESIGNATION) BY THE INSURANCE CARRIER AS TO THE PURPOSE OF SUCH PAYMENT, AS
BETWEEN LENDER AND BORROWER, SUCH PAYMENT SHALL NOT BE TREATED AS BUSINESS OR
RENTAL INTERRUPTION INSURANCE PROCEEDS UNLESS BORROWER HAS DEMONSTRATED TO
LENDER'S SATISFACTION THAT THE REMAINING NET PROCEEDS THAT WILL BE RECEIVED FROM
THE PROPERTY INSURANCE CARRIERS ARE SUFFICIENT TO PAY ONE HUNDRED PERCENT (100%)
OF THE COST OF FULLY RESTORING THE IMPROVEMENTS OR, IF SUCH NET PROCEEDS ARE TO
BE APPLIED TO REPAY THE DEBT IN ACCORDANCE WITH THE TERMS HEREOF, THAT SUCH
REMAINING NET PROCEEDS WILL BE SUFFICIENT TO PAY THE DEBT IN FULL.
7.3
CONDEMNATION.
7.3.1
NOTICE; RESTORATION.
BORROWER SHALL PROMPTLY GIVE
LENDER NOTICE OF THE ACTUAL OR THREATENED COMMENCEMENT OF ANY CONDEMNATION OR
EMINENT DOMAIN PROCEEDING AFFECTING THE PROPERTY (A "CONDEMNATION") AND SHALL
DELIVER TO LENDER COPIES OF ANY AND ALL PAPERS SERVED IN CONNECTION WITH SUCH
CONDEMNATION.
FOLLOWING THE OCCURRENCE OF A CONDEMNATION, BORROWER, REGARDLESS
OF WHETHER AN AWARD IS AVAILABLE (UNLESS LENDER HAS BREACHED ITS OBLIGATION (IF
ANY) TO MAKE SUCH AWARD AVAILABLE PURSUANT TO SECTION 7.4.1), SHALL PROMPTLY
PROCEED TO RESTORE, REPAIR, REPLACE OR REBUILD THE PROPERTY IN ACCORDANCE WITH
LEGAL REQUIREMENTS TO THE EXTENT PRACTICABLE TO BE OF AT LEAST EQUAL VALUE AND
OF SUBSTANTIALLY THE SAME CHARACTER (AND TO HAVE THE SAME UTILITY) AS PRIOR TO
SUCH CONDEMNATION.
7.3.2
COLLECTION OF AWARD.
IF A CONDEMNATION OCCURS WHERE
THE AWARD OR PAYMENT IN RESPECT THEREOF (AN "AWARD") DOES NOT EXCEED $250,000 OR
WHICH RESULTS IN THE TAKING OF FIVE PERCENT (5%) OR LESS OF THE PROPERTY,
PROVIDED NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, BORROWER MAY MAKE
ANY COMPROMISE, ADJUSTMENT OR SETTLEMENT IN CONNECTION WITH SUCH CONDEMNATION
WITH THE PRIOR CONSENT OF LENDER, NOT TO BE UNREASONABLY WITHHELD, PROVIDED SUCH
ADJUSTMENT IS CARRIED OUT IN A COMPETENT AND TIMELY MANNER, AND BORROWER IS
HEREBY AUTHORIZED TO COLLECT AND RECEIPT FOR THE AWARD.
IN THE EVENT OF A
CONDEMNATION WHERE THE AWARD IS IN EXCESS OF $250,000 OR WHICH RESULTS IN THE
TAKING OF MORE THAN FIVE PERCENT (5%) OF THE PROPERTY, LENDER IS HEREBY
IRREVOCABLY APPOINTED AS BORROWER'S ATTORNEY-IN-FACT, COUPLED WITH AN INTEREST,
WITH EXCLUSIVE POWER TO COLLECT, RECEIVE AND