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 LESS THAN 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 EXISTED PRIOR TO THE TAKING IN AS GOOD A CONDITION AS IS
REASONABLY POSSIBLE.
IN THE EVENT OF SUCH A TAKING, LENDER SHALL RECEIVE THE
CONDEMNATION PROCEEDS AND SHALL PAY OVER THE SAME:
(I)
FIRST, PROVIDED NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, TO BORROWER TO THE EXTENT OF ANY PORTION OF THE AWARD AS MAY BE
NECESSARY TO PAY THE REASONABLE COST OF RESTORATION OF THE IMPROVEMENTS
REMAINING, AND
(II)
SECOND, TO LENDER, IN REDUCTION OF THE DEBT WITHOUT ANY
PREPAYMENT PREMIUM OR CHARGE OF ANY KIND.
If one or more Takings in the aggregate create a Substantial Taking, then, in
such event, the sections of this Article VI above applicable to Substantial
Takings shall apply.
(E)
IN THE EVENT LENDER IS OBLIGATED TO OR ELECTS TO MAKE CONDEMNATION
PROCEEDS AVAILABLE FOR THE RESTORATION OR REBUILDING OF THE PROPERTY, SUCH
PROCEEDS SHALL BE DISBURSED IN THE MANNER AND SUBJECT TO THE CONDITIONS SET
FORTH IN SECTION 3.04(B) HEREOF.
IF, IN ACCORDANCE WITH THIS ARTICLE VI, ANY
CONDEMNATION PROCEEDS ARE USED TO REDUCE THE DEBT, THEY SHALL BE APPLIED IN
ACCORDANCE WITH THE PROVISIONS OF THE NOTE AND, WITH NO PREPAYMENT FEE OR CHARGE
OF ANY KIND.
BORROWER SHALL PROMPTLY UPON REQUEST BY LENDER EXECUTE AND DELIVER
ALL INSTRUMENTS REQUESTED BY LENDER FOR THE PURPOSE OF CONFIRMING THE ASSIGNMENT
OF THE CONDEMNATION PROCEEDS TO LENDER.
APPLICATION OF ALL OR ANY PART OF THE
CONDEMNATION PROCEEDS TO THE DEBT SHALL BE MADE
82
IN ACCORDANCE WITH THE PROVISIONS OF SECTIONS 3.06 AND 3.07 HEREOF.
NO
APPLICATION OF THE CONDEMNATION PROCEEDS TO THE REDUCTION OF THE DEBT SHALL HAVE
THE EFFECT OF RELEASING THE LIEN OF THIS SECURITY INSTRUMENT UNTIL THE REMAINDER
OF THE DEBT HAS BEEN PAID IN FULL.
IN THE CASE OF ANY TAKING, LENDER, TO THE
EXTENT THAT LENDER HAS NOT BEEN REIMBURSED BY BORROWER, SHALL BE ENTITLED, AS A
FIRST PRIORITY OUT OF ANY CONDEMNATION PROCEEDS, TO REIMBURSEMENT FOR ALL COSTS,
FEES AND EXPENSES REASONABLY INCURRED IN THE DETERMINATION AND COLLECTION OF ANY
CONDEMNATION PROCEEDS.
ALL CONDEMNATION PROCEEDS DEPOSITED WITH LENDER PURSUANT
TO THIS SECTION, UNTIL EXPENDED OR APPLIED AS PROVIDED HEREIN, SHALL BE HELD IN
ACCORDANCE WITH SECTION 3.04(B) HEREOF AND SHALL CONSTITUTE ADDITIONAL SECURITY
FOR THE PAYMENT OF THE DEBT AND THE PAYMENT AND PERFORMANCE OF BORROWER'S
OBLIGATIONS, BUT LENDER SHALL NOT BE DEEMED A TRUSTEE OR OTHER FIDUCIARY WITH
RESPECT TO