AGENT BY
OR ON BEHALF OF BORROWER FOR THAT PURPOSE, SHALL BE AT LEAST SUFFICIENT IN THE
REASONABLE JUDGMENT OF AGENT TO PAY FOR THE COST OF COMPLETION OF THE
RESTORATION, REPAIR, REPLACEMENT OR REBUILDING, FREE AND CLEAR OF ALL LIENS OR
CLAIMS FOR LIEN, EXCEPT FOR PERMITTED ENCUMBRANCES. ANY SURPLUS WHICH MAY REMAIN
OUT OF INSURANCE PROCEEDS HELD BY AGENT AFTER PAYMENT OF SUCH COSTS OF
RESTORATION, REPAIR, REPLACEMENT OR REBUILDING SHALL BE PAID TO BORROWER SO LONG
AS NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
(V)
BORROWER SHALL NOT CARRY SEPARATE INSURANCE, CONCURRENT IN KIND OR
FORM OR CONTRIBUTING IN THE EVENT OF LOSS, WITH ANY INSURANCE REQUIRED UNDER
THIS AGREEMENT THAT WOULD BE CONSIDERED "CO-INSURANCE" OR ADVERSELY AFFECT THE
ABILITY TO COLLECT UNDER A POLICY OF INSURANCE REQUIRED HEREUNDER.
(Y)
CONDEMNATION.
(I)
BORROWER SHALL PROMPTLY GIVE AGENT WRITTEN NOTICE OF THE ACTUAL OR
THREATENED COMMENCEMENT OF ANY PROCEEDING FOR A TAKING AND SHALL DELIVER TO
AGENT COPIES OF ANY AND ALL PAPERS SERVED IN CONNECTION WITH SUCH PROCEEDINGS.
AGENT IS HEREBY IRREVOCABLY APPOINTED AS BORROWER'S ATTORNEY-IN-FACT, COUPLED
WITH AN INTEREST, WITH EXCLUSIVE POWER TO COLLECT, RECEIVE AND RETAIN ANY
CONDEMNATION PROCEEDS FOR SAID TAKING. WITH RESPECT TO ANY COMPROMISE OR
SETTLEMENT IN CONNECTION WITH SUCH PROCEEDING, AGENT SHALL JOINTLY WITH BORROWER
COMPROMISE AND REACH SETTLEMENT UNLESS AT THE TIME OF SUCH TAKING AN EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING AND THE INDEBTEDNESS HAS BEEN
ACCELERATED, IN WHICH EVENT AGENT SHALL COMPROMISE AND REACH SETTLEMENT WITHOUT
THE CONSENT OF BORROWER. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS
SECTION 5.1(Y), BORROWER IS AUTHORIZED TO NEGOTIATE, COMPROMISE AND SETTLE,
WITHOUT PARTICIPATION BY AGENT, CONDEMNATION PROCEEDS OF UP TO $50,000 IN
CONNECTION WITH ANY
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TAKING. NOTWITHSTANDING ANY TAKING, BORROWER SHALL CONTINUE TO PAY THE
INDEBTEDNESS AT THE TIME AND IN THE MANNER PROVIDED FOR IN THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS AND THE INDEBTEDNESS SHALL NOT BE REDUCED EXCEPT IN
ACCORDANCE THEREWITH.
(II)
BORROWER SHALL CAUSE THE CONDEMNATION PROCEEDS TO BE PAID
DIRECTLY TO THE COLLECTION ACCOUNT AS PROVIDED IN SECTION 3.7(B) OF THIS
AGREEMENT. AGENT MAY, IN ITS SOLE DISCRETION, APPLY ANY SUCH CONDEMNATION
PROCEEDS TO THE REDUCTION OR DISCHARGE OF THE INDEBTEDNESS (WHETHER OR NOT THEN
DUE AND PAYABLE).
(III)
WITH RESPECT TO A TAKING IN PART, WHICH SHALL MEAN ANY TAKING
WHICH DOES NOT RENDER THE AFFECTED PROPERTY PHYSICALLY OR ECONOMICALLY
UNSUITABLE IN THE REASONABLE JUDGMENT OF AGENT FOR THE USE TO WHICH IT WAS
DEVOTED PRIOR TO THE TAKING, BORROWER SHALL CAUSE THE CONDEMNATION PROCEEDS TO
BE PAID TO AGENT AS DESCRIBED ABOVE OR DEPOSITED INTO THE APPLICABLE ACCOUNT
PURSUANT TO THE PROVISIONS OF THIS AGREEMENT, TO BE APPLIED TO THE COST OF
REPAIRING, REPLACING, RESTORING OR REBUILDING THE AFFECTED PROPERTY AS FOLLOWS:
(A)
PROVIDED THAT CONDEMNATION PROCEEDS SHALL BE MADE AVAILABLE TO
BORROWER FOR THE RESTORING, REPAIRING, REPLACING OR REBUILDING OF THE AFFECTED
PROPERTY, BORROWER HEREBY COVENANTS TO RESTORE, REPAIR, REPLACE OR REBUILD THE
SAME TO BE OF AT LEAST