Common use of Condemnation and Application of Condemnation Proceeds Clause in Contracts

Condemnation and Application of Condemnation Proceeds. (a) Promptly upon its obtaining knowledge of the institution or the threatened institution of any proceeding for the condemnation or other taking of the Mortgaged Property, or any portion thereof or interest therein, Mortgagor shall notify Mortgagee of such proceeding. Mortgagor shall then, if requested by Mortgagee, file or defend its claim thereunder and prosecute same with due diligence to its final disposition and shall, subject to the terms of the Indenture, cause any awards or settlements to be paid over to Mortgagee for disposition pursuant to the terms of this Mortgage. Mortgagee shall be entitled to participate in any such proceeding, at Mortgagor's sole cost and expense, and Mortgagor shall deliver or cause to be delivered to Mortgagee such instruments as may be requested by Mortgagee from time to time to permit such participation. (b) If the Mortgaged Property or any part thereof is taken or diminished in value, or if a consent settlement is entered by or under threat of such proceeding, the award or settlement payable to Mortgagor by virtue of its interest in the Mortgaged Property shall be, and by these presents is, assigned, transferred and set over unto Mortgagee to be held by Mortgagee, subject to the Lien and security interest of this Mortgage, and disbursed in accordance with the provisions of the Indenture or, if there is no provision contained in the Indenture governing how the same is to be disbursed, then Mortgagee shall apply the entire amount thereof (i) in the event of a partial taking, first to the restoration of that part of the Mortgaged Property not taken and then to the payment of the Senior Secured Note Obligations, and (ii) in the event of a total taking, to the payment of the Senior Secured Note Obligations, in both cases of (i) and (ii), whether or not then due and payable, in such manner and order as Mortgagee may elect. In all events, unless otherwise expressly provided to the contrary in the Indenture, Mortgagor hereby covenants and agrees to commence and diligently to prosecute the restoration of the Mortgaged Property upon the occurrence of any condemnation or other taking affecting the Mortgaged Property, without regard to the availability or adequacy of any award or settlement. Notwithstanding any condemnation or other taking of any of the Mortgaged Property, Mortgagor shall continue to pay the Senior Secured Note Obligations at the time and in the manner provided for in the Indenture and the other Senior Secured Note Documents, and the Senior Secured Note Obligations shall not be reduced until, and then only to the extent that, any condemnation award or settlement shall have been actually received and applied by Mortgagee to the discharge of the Senior Secured Note Obligations. If the Mortgaged Property is sold, through foreclosure or otherwise, prior to the receipt by Mortgagee of such condemnation award or settlement, Mortgagee shall have the right, whether or not a deficiency judgment on any Senior Secured Note Document shall have been sought, recovered or denied, to receive such condemnation award or settlement, or a portion thereof sufficient to pay the Senior Secured Note Obligations, whichever is less.

Condemnation and Application of Condemnation Proceeds. (aA) Promptly upon its obtaining knowledge of the institution or the threatened institution of any proceeding for the condemnation or other taking of the Mortgaged Trust Property, or any portion thereof or interest therein, Mortgagor Trustor shall notify Mortgagee Beneficiary of such proceeding. Mortgagor Trustor shall then, if requested by MortgageeBeneficiary, file or defend its claim thereunder and prosecute same with due diligence to its final disposition and shall, subject to the terms of the IndentureFinancing Agreement, cause any awards or settlements to be paid over to Mortgagee Beneficiary for disposition pursuant to the terms of this MortgageDeed of Trust. Mortgagee Beneficiary shall be entitled to participate in any such proceeding, at MortgagorTrustor's sole cost and expense, and Mortgagor Trustor shall deliver or cause to be delivered to Mortgagee Beneficiary such instruments as may be requested by Mortgagee Beneficiary from time to time to permit such participation. (bB) If the Mortgaged Trust Property or any part thereof is taken or diminished in value, or if a consent settlement is entered by or under threat of such proceeding, the award or settlement payable to Mortgagor Trustor by virtue of its interest in the Mortgaged Trust Property shall be, and by these presents is, assigned, transferred and set over unto Mortgagee Beneficiary to be held by MortgageeBeneficiary, subject to the Lien and security interest of this MortgageDeed of Trust, and disbursed in accordance with the provisions of the Indenture Financing Agreement or, if there is no provision contained in the Indenture Financing Agreement governing how the same is to be disbursed, then Mortgagee Beneficiary shall apply the entire amount thereof (i) in the event of a partial taking, first to the restoration of that part of the Mortgaged Property not taken and then to the payment of the Senior Secured Note Obligations, and (ii) in the event of a total taking, to the payment of the Senior Secured Note Obligations, in both cases of (i) and (ii), whether or not then due and payable, in such manner and order as Mortgagee Beneficiary may elect. In all events, unless otherwise expressly provided to the contrary in the IndentureFinancing Agreement, Mortgagor Trustor hereby covenants and agrees to commence and diligently to prosecute the restoration of the Mortgaged Trust Property upon the occurrence of any condemnation or other taking affecting the Mortgaged Trust Property, without regard to the availability or adequacy of any award or settlement. Notwithstanding any condemnation or other taking of any of the Mortgaged Trust Property, Mortgagor Trustor shall continue to pay the Senior Secured Note Obligations at the time and in the manner provided for in the Indenture Financing Agreement and the other Senior Secured Note Loan Documents, and the Senior Secured Note Obligations shall not be reduced until, and then only to the extent that, any condemnation award or settlement shall have been actually received and applied by Mortgagee Beneficiary to the discharge of the Senior Secured Note Obligations. If the Mortgaged Trust Property is sold, through foreclosure or otherwise, prior to the receipt by Mortgagee Beneficiary of such condemnation award or settlement, Mortgagee Beneficiary shall have the right, whether or not a deficiency judgment on any Senior Secured Note Loan Document shall have been sought, recovered or denied, to receive such condemnation award or settlement, or a portion thereof sufficient to pay the Senior Secured Note Obligations, whichever is less. (C) Any implied covenant in this Deed of Trust restricting the right of Beneficiary to apply the proceeds of condemnation as described above is waived by Trustor. Trustor hereby waives the provisions of any law prohibiting Beneficiary from making elections regarding the application of condemnation proceeds, including, without limitation, the provisions of California Code of Civil Procedure Sections 1265.210 et seq.

Condemnation and Application of Condemnation Proceeds. (a) Promptly upon its obtaining knowledge of the institution or the threatened institution of any proceeding for the condemnation or other taking of the Mortgaged Trust Property, or any portion thereof or interest therein, Mortgagor Trustor shall notify Mortgagee Beneficiary of such proceeding. Mortgagor Trustor shall then, if requested by MortgageeBeneficiary, file or defend its claim thereunder and prosecute same with due diligence to its final disposition and shall, subject to the terms of the IndentureCredit Agreement, cause any awards or settlements to be paid over to Mortgagee Beneficiary for disposition pursuant to the terms of this MortgageDeed of Trust. Mortgagee Beneficiary shall be entitled to participate in any such proceeding, at MortgagorTrustor's sole cost and expense, and Mortgagor Trustor shall deliver or cause to be delivered to Mortgagee Beneficiary such instruments as may be requested by Mortgagee Beneficiary from time to time to permit such participation. (b) If the Mortgaged Trust Property or any part thereof is taken or diminished in value, or if a consent settlement is entered by or under threat of such proceeding, the award or settlement payable to Mortgagor Trustor by virtue of its interest in the Mortgaged Trust Property shall be, and by these presents is, assigned, transferred and set over unto Mortgagee Beneficiary to be held by MortgageeBeneficiary, subject to the Lien and security interest of this MortgageDeed of Trust, and disbursed in accordance with the provisions of the Indenture Credit Agreement or, if there is no provision contained in the Indenture Credit Agreement governing how the same is to be disbursed, then Mortgagee Beneficiary shall apply the entire amount thereof (i) in the event of a partial taking, first to the restoration of that part of the Mortgaged Property not taken and then to the payment of the Senior Secured Note Obligations, and (ii) in the event of a total taking, to the payment of the Senior Secured Note Obligations, in both cases of (i) and (ii), whether or not then due and payable, in such manner and order as Mortgagee Beneficiary may elect. In all events, unless otherwise expressly provided to the contrary in the IndentureCredit Agreement, Mortgagor Trustor hereby covenants and agrees to commence and diligently to prosecute the restoration of the Mortgaged Trust Property upon the occurrence of any condemnation or other taking affecting the Mortgaged Trust Property, without regard to the availability or adequacy of any award or settlement. Notwithstanding any condemnation or other taking of any of the Mortgaged Trust Property, Mortgagor Trustor shall continue to pay the Senior Secured Note Obligations at the time and in the manner provided for in the Indenture Credit Agreement and the other Senior Secured Note Loan Documents, and the Senior Secured Note Obligations shall not be reduced until, and then only to the extent that, any condemnation award or settlement shall have been actually received and applied by Mortgagee Beneficiary to the discharge of the Senior Secured Note Obligations. If the Mortgaged Trust Property is sold, through foreclosure or otherwise, prior to the receipt by Mortgagee Beneficiary of such condemnation award or settlement, Mortgagee Beneficiary shall have the right, whether or not a deficiency judgment on any Senior Secured Note Loan Document shall have been sought, recovered or denied, to receive such condemnation award or settlement, or a portion thereof sufficient to pay the Senior Secured Note Obligations, whichever is less. (c) Any implied covenant in this Deed of Trust restricting the right of Beneficiary to apply the proceeds of condemnation as described above is waived by Trustor. Trustor hereby waives the provisions of any law prohibiting Beneficiary from making elections regarding the application of condemnation proceeds, including, without limitation, the provisions of California Code of Civil Procedure Sections 1265.210 et seq.

Condemnation and Application of Condemnation Proceeds. (a) Promptly upon its obtaining knowledge of the institution or the threatened institution of any proceeding for the condemnation or other taking of the Mortgaged Trust Property, or any portion thereof or interest therein, Mortgagor Trustor shall notify Mortgagee Beneficiary of such proceeding. Mortgagor Trustor shall then, if reasonably requested by MortgageeBeneficiary, file or defend its claim thereunder and prosecute same with due diligence to its final disposition and shall, subject to the terms of the Indenture, cause any awards or settlements to be paid over to Mortgagee Beneficiary for disposition pursuant to the terms of this MortgageDeed of Trust. Mortgagee Beneficiary shall be entitled to participate in any such proceeding, at Mortgagor's sole cost proceeding and expense, and Mortgagor Trustor shall deliver or cause to be delivered to Mortgagee Beneficiary such instruments as may be requested by Mortgagee Beneficiary from time to time to permit such participationparticipation and Trustor shall pay all reasonable costs and expenses of Beneficiary in connection with Beneficiary’s participation in such proceedings and delivery of documents in connection therewith. (b) If the Mortgaged Trust Property or any part thereof is taken or diminished in value(the loss of which shall have a material impact on Trustor’s ability to use and operate the Trust Property), or if a consent settlement is entered by or under threat of such proceeding, the award or settlement payable to Mortgagor by virtue of then Trustor shall, in its interest in the Mortgaged Property shall besole an absolute discretion, and by these presents is, assigned, transferred and set over unto Mortgagee to be held by Mortgagee, subject to the Lien and security interest of this Mortgage, and disbursed in accordance with the provisions of the Indenture or, if there is no provision contained in the Indenture governing how the same is to be disbursed, then Mortgagee shall apply the entire amount thereof to (i) in the event of a partial taking, first to the restoration of the Trust Property provided that part such restoration can be completed within 270 days of the Mortgaged occurrence of condemnation or other taking affecting the Trust Property not taken and then to the payment of the Senior Secured Note Obligations, and or (ii) in the event that restoration cannot be completed within 270 days of the occurrence of a total takingcondemnation or other taking affecting the Trust Property or if Trustor so elects, to the payment of the Senior Secured Note Obligations, in both cases of (i) and (ii), whether or not then due and payable, in such manner and order as Mortgagee Beneficiary may elect. In all eventsthe event that Trustor elects to restore the Trust Property in accordance with the terms of the previous sentence, unless otherwise expressly provided to the contrary in the Indenture, Mortgagor Trustor hereby covenants and agrees to promptly commence and to diligently to prosecute the restoration of the Mortgaged Trust Property upon the occurrence of any condemnation or other taking affecting the Mortgaged Trust Property, without regard to the availability or adequacy of any award or settlement, but in all events in a manner approved by Beneficiary. Notwithstanding any condemnation or other taking of any of the Mortgaged Trust Property, Mortgagor Trustor shall continue to pay the Senior Secured Note Obligations at the time and in the manner provided for in the Indenture and the other Senior Secured Note Security Documents, and the Senior Secured Note Obligations shall not be reduced until, and then only to the extent that, any condemnation award or settlement shall have been actually received and applied by Mortgagee Beneficiary to the discharge of the Senior Secured Note Obligations. If the Mortgaged Trust Property is sold, through foreclosure or otherwise, prior to the receipt by Mortgagee Beneficiary of such condemnation award or settlement, Mortgagee Beneficiary shall have the right, whether or not a deficiency judgment on any Senior Secured Note Security Document shall have been sought, recovered or denied, to receive such condemnation award or settlement, or a portion thereof sufficient to pay the Senior Secured Note Obligations, whichever is less.

Condemnation and Application of Condemnation Proceeds. (a) Promptly upon its obtaining knowledge of the institution or the threatened institution of any proceeding for the condemnation or other taking of the Mortgaged Property, or any portion thereof or interest therein, Mortgagor shall notify Mortgagee of such proceeding. Mortgagor shall then, if requested by Mortgagee, file or defend its claim thereunder and prosecute same with due diligence to its final disposition and shall, subject to the terms of the Indenture, shall cause any awards or settlements to be paid over to Mortgagee for disposition pursuant to the terms of this Mortgage. Mortgagee shall be entitled to participate in any such proceeding, at Mortgagor's sole cost and expense, and Mortgagor shall deliver or cause to be delivered to Mortgagee such instruments as may be requested by Mortgagee from time to time to permit such participation. (b) If the Mortgaged Property or any part thereof is taken or diminished in value, or if a consent settlement is entered by or under threat of such proceeding, the award or settlement payable to Mortgagor by virtue of its interest in the Mortgaged Property shall be, and by these presents is, assigned, transferred and set over unto Mortgagee to be held by Mortgagee, subject to the Lien and security interest of this Mortgage, and disbursed in accordance with the provisions of the Indenture Loan Agreement or, if there is no provision contained in the Indenture Loan Agreement governing how the same is to be disbursed, then Mortgagee shall apply the entire amount thereof (i) in the event of a partial taking, first to the restoration of that part of the Mortgaged Property not taken and then to the payment of the Senior Secured Note Obligations, and (ii) in the event of a total taking, to the payment of the Senior Secured Note Obligations, in both cases of (i) and (ii), whether or not then due and payable, in such manner and order as Mortgagee may elect. In all eventsNotwithstanding the foregoing, unless otherwise expressly provided to if the contrary proceeds arising from any single award or settlement are less than $250,000.00 in the Indentureaggregate, then Mortgagor hereby covenants and agrees shall be entitled to commence and diligently to prosecute receive such proceeds, provided that Mortgagee shall have determined, in the restoration reasonable exercise of its discretion, that the Mortgaged Property upon the occurrence of any condemnation or other taking affecting the Mortgaged Propertycan be restored (i) within six (6) months, without regard (ii) prior to the availability or adequacy Maturity Date, and (iii) after such restoration will adequately secure the then outstanding balance of any award or settlementthe Obligations. Notwithstanding any condemnation or other taking of any of the Mortgaged Property, Mortgagor shall continue to pay the Senior Secured Note Obligations at the time and in the manner provided for in the Indenture Loan Agreement and the other Senior Secured Note Loan Documents, and the Senior Secured Note Obligations shall not be reduced until, and then only to the extent that, any condemnation award or settlement shall have been actually received and applied by Mortgagee to the discharge of the Senior Secured Note Obligations. If the Mortgaged Property is sold, through foreclosure or otherwise, prior to the receipt by Mortgagee of such condemnation award or settlement, Mortgagee shall have the right, whether or not a deficiency judgment on any Senior Secured Note Loan Document shall have been sought, recovered or denied, to receive such condemnation award or settlement, or a portion thereof sufficient to pay the Senior Secured Note Obligations, whichever is less.

Condemnation and Application of Condemnation Proceeds. (a) Promptly upon its obtaining knowledge of the institution or the threatened institution of any proceeding for the condemnation or other taking of the Mortgaged Property, or any portion thereof or interest therein, Mortgagor shall notify Mortgagee of such proceeding. Mortgagor shall then, if requested by Mortgagee, file or defend its claim thereunder and prosecute same with due diligence to its final disposition and shall, subject to the terms of the Indenture, shall cause any awards or settlements to be paid over to Mortgagee for disposition pursuant to in accordance with the terms of this Mortgage. Mortgagee shall be entitled to participate in any such proceeding, at Mortgagor's sole cost and expense, and Mortgagor shall deliver or cause to be delivered to Mortgagee such instruments as may be requested by Mortgagee from time to time to permit such participationIndenture. (b) If the Mortgaged Property or any part thereof is taken or diminished in value, or if a consent settlement is entered by or under threat of such proceeding, the award or settlement payable to Mortgagor by virtue of its interest in the Mortgaged Property shall be, and by these presents is, assigned, transferred and set over unto Mortgagee to be held by Mortgagee, subject to the Lien and security interest of this Mortgage, and disbursed in accordance with the provisions of the Indenture or, if there is no provision contained in the Indenture governing how the same is to be disbursed, then Mortgagee shall apply the entire amount thereof (i) in the event of a partial taking, first to the restoration of that part of the Mortgaged Property not taken and then to the payment of the Senior Secured Note Obligations, and (ii) in the event of a total taking, to the payment of the Senior Secured Note Obligations, in both cases of (i) and (ii), whether or not then due and payable, in such manner and order as Mortgagee may elect. In all events, unless otherwise expressly provided to the contrary in the Indenture, Mortgagor hereby covenants and agrees to commence and diligently to prosecute the restoration of the Mortgaged Property upon the occurrence of any condemnation or other taking affecting the Mortgaged Property, without regard to the availability or adequacy of any award or settlement. Notwithstanding any condemnation or other taking of any of the Mortgaged Property, Mortgagor shall continue to pay the Senior Secured Note Obligations at the time and in the manner provided for in the Indenture and the other Senior Secured Note Collateral Documents, and until the Senior Secured Note Obligations shall not be reduced until, and then only to the extent that, any condemnation award or settlement shall have been actually received and applied by Mortgagee to the discharge of the Senior Secured Note Obligationspaid in full. If the Mortgaged Property is sold, through foreclosure or otherwise, prior to the receipt by Mortgagee of such condemnation award or settlement, Mortgagee shall have the right, whether or not a deficiency judgment on any Senior Secured Note Collateral Document shall have been sought, recovered or denied, to receive such condemnation award or settlement, or a portion thereof sufficient to pay the Senior Secured Note then unpaid Obligations, whichever is less. (c) The rights, powers and remedies conferred upon or reserved to Mortgagee by this Section 5.05 are intended to be subordinate and subject in all respects to the rights, powers and remedies of the Senior Lienholder.

Condemnation and Application of Condemnation Proceeds. (a) Promptly upon its obtaining knowledge of the institution or the threatened institution of any proceeding for the condemnation or other taking of the Mortgaged Property, or any portion thereof or interest therein, Mortgagor shall notify Mortgagee of such proceeding. Mortgagor shall then, if requested by Mortgagee, file or defend its claim thereunder and prosecute same with due diligence to its final disposition and shall, subject to the terms of the IndentureCredit Agreement, cause any awards or settlements to be paid over to Mortgagee for disposition pursuant to the terms of this Mortgage. Mortgagee shall be entitled to participate in any such proceeding, at Mortgagor's sole cost and expense, and Mortgagor shall deliver or cause to be delivered to Mortgagee such instruments as may be requested by Mortgagee from time to time to permit such participation. (b) If the Mortgaged Property or any part thereof is taken or diminished in value, or if a consent settlement is entered by or under threat of such proceeding, the award or settlement payable to Mortgagor by virtue of its interest in the Mortgaged Property shall be, and by these presents is, assigned, transferred and set over unto Mortgagee to be held by Mortgagee, subject to the Lien and security interest of this Mortgage, and disbursed in accordance with the provisions of the Indenture Credit Agreement or, if there is no provision contained in the Indenture Credit Agreement governing how the same is to be disbursed, then Mortgagee shall apply the entire amount thereof (i) in the event of a partial taking, first to the restoration of that part of the Mortgaged Property not taken and then to the payment of the Senior Secured Note Obligations, and (ii) in the event of a total taking, to the payment of the Senior Secured Note Obligations, in both cases of (i) and (ii), whether or not then due and payable, in such manner and order as Mortgagee may elect. In all events, unless otherwise expressly provided to the contrary in the IndentureCredit Agreement, Mortgagor hereby covenants and agrees to commence and diligently to prosecute the restoration of the Mortgaged Property upon the occurrence of any condemnation or other taking affecting the Mortgaged Property, without regard to the availability or adequacy of any award or settlement. Notwithstanding any condemnation or other taking of any of the Mortgaged Property, Mortgagor shall continue to pay the Senior Secured Note Obligations at the time and in the manner provided for in the Indenture Credit Agreement and the other Senior Secured Note Documents, and the Senior Secured Note Obligations shall not be reduced until, and then only to the extent that, Loan Documents until any condemnation award or settlement shall have been actually received and applied by Mortgagee to the discharge of the Senior Secured Note Obligations. Notwithstanding anything to the contrary in this Section 5.05 but subject to the final sentence of this Section 5.05(b), if the Mortgaged Property or any part thereof is taken or diminished in value, or if a consent settlement is entered by or under threat of such proceeding, and the award or settlement payable to Mortgagor by virtue of its interest in the Mortgaged Property is $50,000.00 or less, provided that no Default exists under the Loan Documents, Mortgagor shall be entitled to retain that part of any such award or settlement that is designated for restoration of the Mortgaged Property and shall apply it accordingly, and the balance shall be paid to Mortgagee for application to the Obligations in such order as Mortgagee shall determine. Furthermore, subject to the final sentence of this Section 5.05(b), in the event the Mortgaged Property or any part thereof is taken or diminished in value, or if a consent settlement is entered by or under threat of such proceeding, and the award or settlement payable to Mortgagor by virtue of its interest in the Mortgaged Property is greater than $50,000 but less than twenty-five percent (25%) of the fair market value of the Mortgaged Property, Mortgagee shall make that portion of any such award or settlement that is designated for restoration of the Mortgaged Property available for restoration and repair of the Mortgaged Property to a complete architectural unit ("restoration"), provided that the following conditions are satisfied to the reasonable satisfaction of Mortgagee within one hundred twenty (120) days after such taking: (i) Mortgagor shall submit to Mortgagee schematic plans and specifications for the restoration, which plans and specifications shall be consistent with the condition of the Mortgaged Property immediately prior to such taking, subject to modifications approved by Mortgagee; (ii) Mortgagor shall enter into a fixed or guaranteed maximum cost contract for the restoration with a contractor reasonably acceptable to Mortgagee; (iii) Mortgagor shall obtain all necessary governmental permits and approvals for the restoration; (iv) Mortgagor shall deposit with Mortgagee such sums of money as are necessary, when added to the award proceeds and earnings thereon, to pay the full cost of the restoration; (v) The contract for performance of the restoration shall provide that the restoration shall be substantially complete within one (1) year after the date of the taking; and (vi) Mortgagor shall agree to comply with such additional construction disbursement conditions and procedures as are customary for such projects. The award or settlement amount and any sums deposited by Mortgagor pursuant to (iv) above shall be held by Mortgagee in a separate interest-bearing account established at Mortgagor's expense in the name of Mortgagee but for the benefit of Mortgagor, and all earnings on such deposits shall be added to such account. Mortgagor shall pay to Mortgagee a fee for Mortgagee's internal staff expense of monitoring such disbursements equal to one percent (1%) of the amount deposited in such account, and Mortgagor shall pay all out-of-pocket fees and expenses paid by Mortgagee to title insurance companies and consulting engineers and architects, for endorsements to title policies, review of plans, inspections and disbursing services in connection with such application of award proceeds to the restoration. After completion of the restoration, any balance remaining in such account up to the amount of any sums deposited by Mortgagor pursuant to (iv) above plus $50,000 shall be paid to Mortgagor, and any balance remaining in such account in excess of such amounts shall be paid to Mortgagee for application to the Obligations in such order as Mortgagee shall determine. If the Mortgaged Property is sold, through foreclosure or otherwise, prior to the receipt by Mortgagee of such condemnation award or settlement, Mortgagee shall have the right, whether or not a deficiency judgment on any Senior Secured Note Loan Document shall have been sought, recovered or denied, to receive such condemnation award or settlement, or a portion thereof sufficient to pay the Senior Secured Note Obligations, whichever is less.

Condemnation and Application of Condemnation Proceeds. (aA) Promptly upon its obtaining knowledge of the institution or the threatened institution of any proceeding for the condemnation or other taking of the Mortgaged Property, or any portion thereof or interest therein, Mortgagor shall notify Mortgagee of such proceeding. Mortgagor shall then, if requested by Mortgagee, file or defend its claim thereunder and prosecute same with due diligence to its final disposition and shall, subject to the terms of the IndentureFinancing Agreement, cause any awards or settlements to be paid over to Mortgagee for disposition pursuant to the terms of this Mortgage. Mortgagee shall be entitled to participate in any such proceeding, at Mortgagor's sole cost and expense, and Mortgagor shall deliver or cause to be delivered to Mortgagee such instruments as may be requested by Mortgagee from time to time to permit such participation. (bB) If the Mortgaged Property or any part thereof is taken or diminished in value, or if a consent settlement is entered by or under threat of such proceeding, the award or settlement payable to Mortgagor by virtue of its interest in the Mortgaged Property shall be, and by these presents is, assigned, transferred and set over unto Mortgagee to be held by Mortgagee, subject to the Lien and security interest of this Mortgage, and disbursed in accordance with the provisions of the Indenture Financing Agreement or, if there is no provision contained in the Indenture Financing Agreement governing how the same is to be disbursed, then Mortgagee shall apply the entire amount thereof (i) in the event of a partial taking, first to the restoration of that part of the Mortgaged Property not taken and then to the payment of the Senior Secured Note Obligations, and (ii) in the event of a total taking, to the payment of the Senior Secured Note Obligations, in both cases of (i) and (ii), whether or not then due and payable, in such manner and order as Mortgagee may elect. In all events, unless otherwise expressly provided to the contrary in the IndentureFinancing Agreement, Mortgagor hereby covenants and agrees to commence and diligently to prosecute the restoration of the Mortgaged Property upon the occurrence of any condemnation or other taking affecting the Mortgaged Property, without regard to the availability or adequacy of any award or settlement. Notwithstanding any condemnation or other taking of any of the Mortgaged Property, Mortgagor shall continue to pay the Senior Secured Note Obligations at the time and in the manner provided for in the Indenture Financing Agreement and the other Senior Secured Note Documents, and the Senior Secured Note Obligations shall not be reduced until, and then only to the extent that, Loan Documents until any condemnation award or settlement shall have been actually received and applied by Mortgagee to the discharge of the Senior Secured Note Obligations. Notwithstanding anything to the contrary in this Section 5.05 but subject to the final sentence of this Section 5.05(b), if the Mortgaged Property or any part thereof is taken or diminished in value, or if a consent settlement is entered by or under threat of such proceeding, and the award or settlement payable to Mortgagor by virtue of its interest in the Mortgaged Property is $50,000.00 or less, provided that no Default exists under the Loan Documents, Mortgagor shall be entitled to retain that part of any such award or settlement that is designated for restoration of the Mortgaged Property and shall apply it accordingly, and the balance shall be paid to Mortgagee for application to the Obligations in such order as Mortgagee shall determine. Furthermore, subject to the final sentence of this Section 5.05(b), in the event the Mortgaged Property or any part thereof is taken or diminished in value, or if a consent settlement is entered by or under threat of such proceeding, and the award or settlement payable to Mortgagor by virtue of its interest in the Mortgaged Property is greater than $50,000 but less than twenty-five percent (25%) of the fair market value of the Mortgaged Property, Mortgagee shall make that portion of any such award or settlement that is designated for restoration of the Mortgaged Property available for restoration and repair of the Mortgaged Property to a complete architectural unit ("restoration"), provided that the following conditions are satisfied to the reasonable satisfaction of Mortgagee within one hundred twenty (120) days after such taking: (i) Mortgagor shall submit to Mortgagee schematic plans and specifications for the restoration, which plans and specifications shall be consistent with the condition of the Mortgaged Property immediately prior to such taking, subject to modifications approved by Mortgagee; (ii) Mortgagor shall enter into a fixed or guaranteed maximum cost contract for the restoration with a contractor reasonably acceptable to Mortgagee; (iii) Mortgagor shall obtain all necessary governmental permits and approvals for the restoration; (iv) Mortgagor shall deposit with Mortgagee such sums of money as are necessary, when added to the award proceeds and earnings thereon, to pay the full, cost of the restoration; (v) The contract for performance of the restoration shall provide that the restoration shall be substantially complete within one (1) year after the date of the taking; and (vi) Mortgagor shall agree to comply with such additional construction disbursement conditions and procedures as are customary for such projects. The award or settlement amount and any sums deposited by Mortgagor pursuant to (iv) above shall be held by Mortgagee in a separate interest-bearing account established at Mortgagor's expense in the name of Mortgagee but for the benefit of Mortgagor, and all earnings on such deposits shall be added to such account. Mortgagor shall pay to Mortgagee a fee for Mortgagee's internal staff expense of monitoring such disbursements equal to one percent (1%) of the amount deposited in such account, and Mortgagor shall pay all out-of-pocket fees and expenses paid by Mortgagee to title insurance companies and consulting engineers and architects, for endorsements to title policies, review of plans, inspections and disbursing services in connection with such application of award proceeds to the restoration. After completion of the restoration, any balance remaining in such account up to the amount of any sums deposited by Mortgagor pursuant to (iv) above plus $50,000 shall be paid to Mortgagor, and any balance remaining in such account in excess of such amounts shall be paid to Mortgagee for application to the Obligations in such order as Mortgagee shall determine. If the Mortgaged Property is sold, through foreclosure or otherwise, prior to the receipt by Mortgagee of such condemnation award or settlement, Mortgagee shall have the right, whether or not a deficiency judgment on any Senior Secured Note Loan Document shall have been sought, recovered or denied, to receive such condemnation award or settlement, or a portion thereof sufficient to pay the Senior Secured Note Obligations, whichever is less.

Condemnation and Application of Condemnation Proceeds. (a) Promptly upon its obtaining knowledge of the institution or the threatened institution of any proceeding for the condemnation or other taking of the Mortgaged Trust Property, or any portion thereof or interest therein, Mortgagor Trustor shall notify Mortgagee Beneficiary of such proceeding. Mortgagor Trustor shall then, if requested by MortgageeBeneficiary, file or defend its claim thereunder and prosecute same with due diligence to its final disposition and shall, subject to the terms of the IndentureCredit Agreement, cause any awards or settlements to be paid over to Mortgagee Beneficiary for disposition pursuant to the terms of this MortgageDeed of Trust. Mortgagee Beneficiary shall be entitled to participate in any such proceeding, at MortgagorTrustor's sole cost and expense, and Mortgagor Trustor shall deliver or cause to be delivered to Mortgagee Beneficiary such instruments as may be requested by Mortgagee Beneficiary from time to time to permit such participation. (b) If the Mortgaged Trust Property or any part thereof is taken or diminished in value, or if a consent settlement is entered by or under threat of such proceeding, the award or settlement payable to Mortgagor Trustor by virtue of its interest in the Mortgaged Trust Property shall be, and by these presents is, assigned, transferred and set over unto Mortgagee Beneficiary to be held by MortgageeBeneficiary, subject to the Lien and security interest of this MortgageDeed of Trust, and disbursed in accordance with the provisions of the Indenture Credit Agreement or, if there is no provision contained in the Indenture Credit Agreement governing how the same is to be disbursed, then Mortgagee Beneficiary shall apply the entire amount thereof (i) in the event of a partial taking, first to the restoration of that part of the Mortgaged Property not taken and then to the payment of the Senior Secured Note Obligations, and (ii) in the event of a total taking, to the payment of the Senior Secured Note Obligations, in both cases of (i) and (ii), whether or not then due and payable, in such manner and order as Mortgagee Beneficiary may elect. In all events, unless otherwise expressly provided to the contrary in the IndentureCredit Agreement, Mortgagor Trustor hereby covenants and agrees to commence and diligently to prosecute the restoration of the Mortgaged Trust Property upon the occurrence of any condemnation or other taking affecting the Mortgaged Trust Property, without regard to the availability or adequacy of any award or settlement. Notwithstanding any condemnation or other taking of any of the Mortgaged Trust Property, Mortgagor Trustor shall continue to pay the Senior Secured Note Obligations at the time and in the manner provided for in the Indenture Credit Agreement and the other Senior Secured Note Loan Documents, and the Senior Secured Note Obligations shall not be reduced until, and then only to the extent that, any condemnation award or settlement shall have been actually received and applied by Mortgagee Beneficiary to the discharge of the Senior Secured Note Obligations. If the Mortgaged Trust Property is sold, through foreclosure or otherwise, prior to the receipt by Mortgagee Beneficiary of such condemnation award or settlement, Mortgagee Beneficiary shall have the right, whether or not a deficiency judgment on any Senior Secured Note Loan Document shall have been sought, recovered or denied, to receive such condemnation award or settlement, or a portion thereof sufficient to pay the Senior Secured Note Obligations, whichever is less.

Condemnation and Application of Condemnation Proceeds. (a) Promptly upon its obtaining knowledge of the institution or the threatened institution of any proceeding for the condemnation or other taking of the Mortgaged Property, or any portion thereof or interest therein, Mortgagor shall notify Mortgagee of such proceeding. Mortgagor shall then, if requested by Mortgagee, file or defend its claim thereunder and prosecute same with due diligence to its final disposition and shall, subject to the terms of the Indenture, cause any awards or settlements to be paid over to Mortgagee for disposition pursuant to the terms of this Mortgage. Mortgagee shall be entitled to participate in any such proceeding, at Mortgagor's sole cost and expense, and Mortgagor shall deliver or cause to be delivered to Mortgagee such instruments as may be requested by Mortgagee from time to time to permit such participation. (b) If the Mortgaged Property or any part thereof is taken or diminished in value, or if a consent settlement is entered by or under threat of such proceeding, the award or settlement payable to Mortgagor by virtue of its interest in the Mortgaged Property shall be, and by these presents is, assigned, transferred and set over unto Mortgagee to be held by Mortgagee, subject to the Lien and security interest of this Mortgage, and disbursed in accordance with the provisions of the Indenture or, if there is no provision contained in the Indenture governing how the same is to be disbursed, then Mortgagee shall apply the entire amount thereof (i) in the event of a partial taking, first to the restoration of that part of the Mortgaged Property not taken and then to the payment of the Senior Secured Note Obligations, and (ii) in the event of a total taking, to the payment of the Senior Secured Note Obligations, in both cases of (i) and (ii), whether or not then due and payable, in such manner and order as Mortgagee may elect. In all events, unless otherwise expressly provided to the contrary in the Indenture, Mortgagor hereby covenants and agrees to commence and diligently to prosecute the restoration of the Mortgaged Property upon the occurrence of any condemnation or other taking affecting the Mortgaged Property, without regard to the availability or adequacy of any award or settlement. Notwithstanding any condemnation or other taking of any of the Mortgaged Property, Mortgagor shall continue to pay the Senior Secured Note Obligations at the time and in the manner provided for in the Indenture and the other Senior Secured Note Documents, and the Senior Secured Note Obligations shall not be reduced until, and then only to the extent that, any condemnation award or settlement shall have been actually received and applied by Mortgagee to the discharge of the Senior Secured Note Obligations. If the Mortgaged Property is sold, through foreclosure or otherwise, prior to the receipt by Mortgagee of such condemnation award or settlement, Mortgagee shall have the right, whether or not a deficiency judgment on any Senior Secured Note Document shall have been sought, recovered or denied, to receive such condemnation award or settlement, or a portion thereof sufficient to pay the Senior Secured Note Obligations, whichever is less.

Condemnation and Application of Condemnation Proceeds. (a) Promptly upon its obtaining knowledge of the institution or the threatened institution of any proceeding for the condemnation or other taking of the Mortgaged Property, or any portion thereof or interest therein, Mortgagor shall notify Mortgagee of such proceeding. Mortgagor shall then, if requested by Mortgagee, file or defend its claim thereunder and prosecute same with due diligence to its final disposition and shall, subject to the terms of the Indenture, cause any awards or settlements to be paid over to Mortgagee for disposition pursuant to the terms of this Mortgage. Mortgagee shall be entitled to participate in any such proceeding, at Mortgagor's sole cost and expense, and Mortgagor shall deliver or cause to be delivered to Mortgagee such instruments as may be requested by Mortgagee from time to time to permit such participation. (b) If the Mortgaged Property or any part thereof is taken or diminished in value, or if a consent settlement is entered by or under threat of such proceeding, the award or settlement payable to Mortgagor by virtue of its interest in the Mortgaged Property shall be, and by these presents is, assigned, transferred and set over unto Mortgagee to be held by Mortgagee, subject to the Lien and security interest of this Mortgage, and disbursed in accordance with the provisions of the Indenture or, if there is no provision contained in the Indenture governing how the same is to be disbursed, then Mortgagee shall apply the entire amount thereof (i) in the event of a partial taking, first to the restoration of that part of the Mortgaged Property not taken and then to the payment of the Senior Secured Note Obligations, and (ii) in the event of a total taking, to the payment of the Senior Secured Note Obligations, in both cases of (i) and (ii), whether or not then due and payable, in such manner and order as Mortgagee may elect. In all events, unless otherwise expressly provided to the contrary in the Indenture, Mortgagor hereby covenants and agrees to commence and diligently to prosecute the restoration of the Mortgaged Property upon the occurrence of any condemnation or other taking affecting the Mortgaged Property, without regard to the availability or adequacy of any award or settlement. Notwithstanding any condemnation or other taking of any of the Mortgaged Property, Mortgagor shall continue to pay the Senior Secured Note Obligations at the time and in the manner provided for in the Indenture and the other Secured Senior Secured Note Documents, and the Senior Secured Note Obligations shall not be reduced until, and then only to the extent that, any condemnation award or settlement shall have been actually received and applied by Mortgagee to the discharge of the Senior Secured Note Obligations. If the Mortgaged Property is sold, through foreclosure or otherwise, prior to the receipt by Mortgagee of such condemnation award or settlement, Mortgagee shall have the right, whether or not a deficiency judgment on any Secured Senior Secured Note Document shall have been sought, recovered or denied, to receive such condemnation award or settlement, or a portion thereof sufficient to pay the Senior Secured Note Obligations, whichever is less.