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88 10002/1; - r Taking or commencement of proceedings therefor. Beneficiary is hereby authorized and empowered by Mortgagor to settle, adjust or compromise any claims for the proceeds in respect of any Taking of the Mortgagor's leasehold interest. All proceeds or any award or payment in respect of any Taking which are payable to Mortgagor are hereby assigned and shall be paid to Beneficiary and Mortgagor shall take all steps necessary to notify the condemning authority of such assigmnen't. Such award or payment, less the amount of any expenses incurred in litigating, arbitrating, compromising or settling any claim arising out of such Taking ("Net Award"), shall be applied as if such award or payment were insurance proceeds in accordance with Sections 1.12.3 and 1.12.4 hereof. 1.12.3 Restoration. In the event of a Taking or Destruction, and subj ect to the requirements of the Underlying Lease, Mortgagor shall be required to restore or rebuild ("Resto- ration") any Personal Property, or if required by the Underlying Lease, Improvement that is damaged, taken or destroyed under the terms and provisions hereinafter provided. The Net Award and Net Proceeds shall be paid to the Beneficiary or such other party as designated in the Underlying Lease; provided however that so long as no Event of Default shall have occurred and be continuing, Net Proceeds and Net Awards in amounts less than $10,000 per occur- rence shall be delivered to the Mortgagor to pay for the Restorati,on. With respect to occurrences giving rise to Net Proceeds and Net Awards in excess of $10,000, all such Net Pro- ceeds and Net Awards may be applied by the Beneficiary, at its discretion, to the prepayment of the Indebtedness. In the event the Net Proceeds or Net Award are used for Restoration, Benefi- ciary shall not release any part of the Net Award or the Net Proceeds except in accordance with the provisions of Section 1.12.4. Prior to commencing any work to effect Restoration of the Premises exceeding $10,000, Mortgagor shall promptly (but in no event later than ninety (90) days following any Destruction or Taking) furnish to Beneficiary: (i) complete plans and specifications ("Plans and Specifications") for the Restoration; (ii) an opinion of counsel to Beneficiary which shall be counsel reasonably acceptable to Beneficiary ("Opinion of Counsel") (a) listing all permits and approvals required by law in connection with the Restoration and (b) stating that all permits and approvals required by law to commence work in connection with the Restoration have been obtained; (iii) a certificate ("Architect's Certificate") of an independent, reputable architect or engineer licensed in the state where the Premises are located stating (a) that the Plans and Spec~fications have been reviewed and approved by the signato- ry thereof, and (b) such signatory's estimate ("Estimate") of the costs of completing the Restoration; and -15- L L L r-- i ! ~ , ~ 1 I /J l