Condemnation.
(A)
DURING THE PERIOD THE INDEBTEDNESS REMAINS OUTSTANDING, IN THE
EVENT THAT THE MORTGAGED PROPERTY, OR ANY PART THEREOF, SHALL BE TAKEN IN
CONDEMNATION PROCEEDINGS OR BY EXERCISE OF THE RIGHT OF EMINENT DOMAIN, OR BY
CONVEYANCE IN LIEU OF CONDEMNATION, OR AS A RESULT OF THE EXERCISE BY ANY
GOVERNMENTAL AUTHORITY OF ANY RIGHT OR OPTION TO PURCHASE (HEREINAFTER
COLLECTIVELY CALLED "PROCEEDINGS"), MORTGAGEE SHALL HAVE THE RIGHT TO
PARTICIPATE IN ANY SUCH PROCEEDINGS AT THE COMPANY'S EXPENSE, INCLUDING
REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS, AND ANY EMINENT DOMAIN AWARDS THAT
MAY BE MADE OR ANY PROCEEDS THEREOF SHALL BE DEPOSITED WITH MORTGAGEE AND HELD
IN TRUST BY MORTGAGEE AND DISTRIBUTED IN THE MANNER HEREIN SET FORTH.
THE
PARTIES AGREE TO EXECUTE ANY AND ALL FURTHER DOCUMENTS THAT MAY BE REQUIRED IN
ORDER TO FACILITATE COLLECTION OF ANY EMINENT DOMAIN AWARD AND THE MAKING OF ANY
SUCH DEPOSIT.
(B)
DURING THE PERIOD THE INDEBTEDNESS REMAINS OUTSTANDING, IF THERE
OCCURS A PROCEEDING, ANY EMINENT DOMAIN AWARDS PAYABLE IN CONNECTION THEREWITH
SHALL BE PAYABLE TO MORTGAGEE AND APPLIED IN ACCORDANCE WITH SECTION 6.8(B) OF
THE LOAN AGREEMENT.
(C)
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT WHICH HAS NOT BEEN
WAIVED IN WRITING BY MORTGAGEE, MORTGAGEE SHALL HAVE THE RIGHT TO APPLY SUCH
EMINENT DOMAIN AWARDS IN ACCORDANCE WITH SECTION 2.4(B)(I) OF THE LOAN
AGREEMENT.
ARTICLE IV
LEASES AND RENTS
Section 4.1
Space Leases, Rents and Cash Collateral.
(A)
AS ADDITIONAL COLLATERAL SECURITY FOR PAYMENT OF THE SECURED
OBLIGATIONS, AND AS CUMULATIVE OF ANY AND ALL RIGHTS AND REMEDIES HEREIN
PROVIDED, THE COMPANY HEREBY BARGAINS, SELLS, TRANSFERS, ASSIGNS AND SETS OVER
TO MORTGAGEE, FOR THE BENEFIT OF THE LENDER GROUP, ANY AND ALL SPACE LEASES AND
RENTS AND ANY AND ALL CASH COLLATERAL TO BE DERIVED FROM THE MORTGAGED PROPERTY,
OR THE USE AND OCCUPATION THEREOF, OR UNDER ANY CONTRACT OR BOND RELATING TO THE
CONSTRUCTION OR RECONSTRUCTION OF THE MORTGAGED PROPERTY, INCLUDING ALL RENTS,
ROYALTIES, REVENUES RIGHTS, DEPOSITS (INCLUDING SECURITY DEPOSITS) AND BENEFITS
ACCRUING TO THE COMPANY UNDER ALL SPACE LEASES, AND THE RIGHT TO RECEIVE THE
SAME AND APPLY THEM AGAINST THE SECURED OBLIGATIONS OR AGAINST THE COMPANY'S
OTHER OBLIGATIONS HEREUNDER OR BORROWERS' OBLIGATIONS UNDER THE TRANSACTION
DOCUMENTS, TOGETHER
13
WITH ALL SPACE LEASES, CONTRACTS, BONDS, LEASES AND OTHER DOCUMENTS EVIDENCING
THE SAME NOW OR HEREAFTER IN EFFECT AND ALL RIGHT OF THE COMPANY THEREUNDER.
NOTHING CONTAINED IN THE PRECEDING SENTENCE SHALL BE CONSTRUED TO BIND MORTGAGEE
TO THE PERFORMANCE OF ANY OF THE PROVISIONS OF ANY SUCH SPACE LEASE, CONTRACT,
BOND, LEASE OR OTHER DOCUMENTS OR OTHERWISE IMPOSE ANY OBLIGATION UPON
MORTGAGEE, EXCEPT THAT MORTGAGEE SHALL BE ACCOUNTABLE FOR ANY MONEY ACTUALLY
RECEIVED PURSUANT TO SUCH ASSIGNMENT TO THE EXTENT OF ITS DISPOSITION THEREOF IN
A MANNER INCONSISTENT WITH THIS MORTGAGE OR THE TRANSACTION DOCUMENTS.
THE
COMPANY SHALL DELIVER TO MORTGAGEE UPON MORTGAGEE'S REQUEST AN EXECUTED
COUNTERPART OF EACH SUCH SPACE LEASE, CONTRACT, BOND OR OTHER DOCUMENTS.
THE
ASSIGNMENT OF SAID SPACE LEASES, RENTS, INCOME PROFITS, PROCEEDS AND