(5%) OF THE LOAN AMOUNT. BORROWER SHALL EXECUTE AND DELIVER TO
LENDER ANY AND ALL INSTRUMENTS REASONABLY REQUIRED IN CONNECTION WITH ANY SUCH
PROCEEDING PROMPTLY AFTER REQUEST THEREFOR BY LENDER. EXCEPT AS SET FORTH ABOVE,
BORROWER SHALL NOT ADJUST, COMPROMISE, SETTLE OR ENTER INTO ANY AGREEMENT WITH
RESPECT TO SUCH PROCEEDINGS WITHOUT THE PRIOR CONSENT OF LENDER, WHICH CONSENT
SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED. ALL CONDEMNATION PROCEEDS ARE
HEREBY ASSIGNED TO AND SHALL BE PAID TO LENDER TO BE APPLIED IN ACCORDANCE WITH
THE TERMS HEREOF. WITH RESPECT TO CONDEMNATION PROCEEDS IN AN AMOUNT IN EXCESS
OF FIVE PERCENT (5%) OF THE LOAN AMOUNT, BORROWER HEREBY AUTHORIZES LENDER TO
COMPROMISE, SETTLE, COLLECT AND RECEIVE SUCH CONDEMNATION PROCEEDS, AND TO GIVE
PROPER RECEIPTS AND ACQUITTANCE THEREFOR, SUBJECT TO,
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PROVIDED THAT NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, BORROWER'S
REASONABLE APPROVAL AS SET FORTH ABOVE. SUBJECT TO THE PROVISIONS OF THIS
ARTICLE VI, LENDER MAY APPLY SUCH CONDEMNATION PROCEEDS (LESS ANY COST TO LENDER
OF RECOVERING AND PAYING OUT SUCH PROCEEDS, INCLUDING, WITHOUT LIMITATION,
REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS AND COSTS ALLOCABLE TO INSPECTING
ANY REPAIR, RESTORATION OR REBUILDING WORK AND THE PLANS AND SPECIFICATIONS
THEREFOR) TOWARD THE PAYMENT OF THE DEBT OR TO ALLOW SUCH PROCEEDS TO BE USED
FOR THE WORK.
(B)
'SUBSTANTIAL TAKING' SHALL MEAN (I) A TAKING OF SUCH
PORTION OF
THE PROPERTY THAT WOULD, IN LENDER'S REASONABLE DISCRETION, LEAVE REMAINING A
BALANCE OF THE PROPERTY WHICH WOULD NOT UNDER THEN CURRENT ECONOMIC CONDITIONS,
APPLICABLE DEVELOPMENT LAWS AND OTHER APPLICABLE LEGAL REQUIREMENTS, PERMIT THE
RESTORATION OF THE PROPERTY SO AS TO CONSTITUTE A COMPLETE, RENTABLE FACILITY OF
THE SAME SORT AS EXISTED PRIOR TO THE TAKING, HAVING ADEQUATE INGRESS AND EGRESS
TO THE PROPERTY, CAPABLE OF PRODUCING A PROJECTED DEBT SERVICE COVERAGE OF NOT
LESS THAN THE REQUIRED DEBT SERVICE COVERAGE UPON SUBSTANTIAL COMPLETION OF THE
RESTORATION OF THE PROPERTY, (II) A TAKING WHICH LENDER IS NOT REASONABLY
SATISFIED COULD BE RESTORED WITHIN TWELVE (12) MONTHS AND AT LEAST SIX (6)
MONTHS PRIOR TO THE MATURITY DATE OR (III) A TAKING OF MORE THAN FIFTEEN PERCENT
(15%) OF THE REASONABLY ESTIMATED FAIR MARKET VALUE OF THE PROPERTY.
(C)
IN THE CASE OF A SUBSTANTIAL TAKING, CONDEMNATION PROCEEDS SHALL
BE PAYABLE TO LENDER IN REDUCTION OF THE DEBT BUT WITHOUT ANY PREPAYMENT FEE OR
CHARGE OF ANY KIND AND, IF LENDER ELECTS TO APPLY ANY CONDEMNATION PROCEEDS IT
MAY RECEIVE PURSUANT TO THIS SECURITY INSTRUMENT TO THE PAYMENT OF THE DEBT,
BORROWER MAY PREPAY THE BALANCE OF THE DEBT WITHOUT ANY PREPAYMENT FEE OR CHARGE
OF ANY KIND.
(D)
IN THE EVENT OF A TAKING WHICH IS NOT A SUBSTANTIAL TAKING,
BORROWER AT ITS SOLE COST AND EXPENSE (WHETHER OR NOT THE AWARD SHALL HAVE BEEN
RECEIVED OR SHALL BE SUFFICIENT FOR RESTORATION) SHALL PROCEED DILIGENTLY TO
RESTORE, OR CAUSE THE RESTORATION OF, THE REMAINING IMPROVEMENTS NOT SO TAKEN,
TO MAINTAIN A COMPLETE, RENTABLE, SELF-CONTAINED FULLY OPERATIONAL FACILITY OF
THE SAME SORT AS