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2005078'74
<br />(ii) second, to Lender, in reduction of the Debt without any prepayment premium or charge
<br />of any kind.
<br />If one or more Takings in the aggregate create a Substantial Taking, then, in such event, the sections of this
<br />Article VI above applicable to Substantial Takings shall apply.
<br />(e) In the event Lender is obligated to or elects to make Condemnation Proceeds available for the
<br />restoration or rebuilding of the Property, such proceeds shall be disbursed in the manner and subject to the
<br />conditions set forth in Section 3.04(b) hereof. If, in accordance with this Article VI, any Condemnation Proceeds
<br />are used to reduce the Debt, they shall be applied in accordance with the provisions of the Note. Borrower shall
<br />promptly execute and deliver all instruments requested by Lender for the purpose of confirming the assignment of
<br />the Condemnation Proceeds to Lender. Application of all or any part of the Condemnation Proceeds to the Debt
<br />shall be made in accordance with the provisions of Sections 3.06 and 3.07 hereof. No application of the
<br />Condemnation Proceeds to the reduction of the Debt shall have the effect of releasing the lien of this Security
<br />Instrument until the remainder of the Debt has been paid in full. In the case of any Taking, Lender, to the extent
<br />that Lender has not been reimbursed by Borrower, shall be entitled, as a first priority out of any Condemnation
<br />Proceeds, to reimbursement for all costs, fees and expenses reasonably incurred in the determination and
<br />collection of any Condemnation Proceeds. All Condemnation Proceeds deposited with Lender pursuant to this
<br />Section, until expended or applied as provided herein, shall be held in accordance with Section 3.04(b) hereof and
<br />shall constitute additional security for the payment of the Debt and the payment and performance of Borrower's
<br />obligations, but Lender shall not be deemed a trustee or other fiduciary with respect to its receipt of such
<br />Condemnation Proceeds or any part thereof. All awards so deposited with Lender shall be held by Lender in an
<br />Eligible Account, but Lender makes no representation or warranty as to the rate or amount of interest, if any,
<br />which may accrue on any such deposit and shall have no liability in connection therewith. For purposes hereof,
<br />any reference to the award shall be deemed to include interest, if any, which has accrued thereon.
<br />ARTICLE VII: LEASES AND RENTS
<br />Section 7.01. Assignment. (a) Borrower does hereby bargain, sell, assign and set over unto Lender, all of
<br />Borrower's interest in the Leases and Rents. The assignment of Leases and Rents in this Section 7.01 is an absolute,
<br />unconditional and present assignment from Borrower to Lender and not an assignment for security and the existence
<br />or exercise of Borrower's revocable license to collect Rent shall not operate to subordinate this assignment to any
<br />subsequent assignment. The exercise by Lender of any of its rights or remedies pursuant to this Section 7.01 shall
<br />not be deemed to make Lender a mortgagee -in- possession. In addition to the provisions of this Article VII,
<br />Borrower shall comply with all terms, provisions and conditions of the Assignment.
<br />(b) So long as there shall exist and be continuing no Event of Default, Borrower shall have a
<br />revocable license to take all actions with respect to all Leases and Rents, present and future, including the right to
<br />collect and use the Rents, subject to the terms of this Security Instrument and the Assignment.
<br />(c) In a separate instrument Borrower shall, as requested from time to time by Lender, assign to
<br />Lender or its nominee by specific or general assignment, any and all Leases, such assignments to be in form and
<br />content reasonably acceptable to Lender, but subject to the provisions of Section 7.01(b) hereof. Borrower agrees to
<br />deliver to Lender, within thirty (30) days after Lender's request, a true and complete copy of every Major Space
<br />Lease and during the continuance of any Default, all other Leases and, within ten (10) days after Lender's request, a
<br />complete list of the Leases, certified by Borrower to be true, accurate and complete and stating the demised
<br />premises, the names of the lessees, the Rent payable under the Leases, the date to which such Rents have been paid,
<br />the material terms of the Leases, including, without limitation, the dates of occupancy, the dates of expiration, any
<br />Rent concessions, work obligations or other inducements granted to the lessees thereunder, and any renewal options.
<br />(d) The rights of Lender contained in this Article VII, the Assignment or any other assignment of any
<br />Lease shall not result in any obligation or liability of Lender to Borrower or any lessee under a Lease or any party
<br />claiming through any such lessee.
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