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85-.. 0045'53 (c) if received after the Bonds and interest have been fully paid, shall be paid to the Borrower. section S. Condemnation. Unless the provisions of Article VII of the Agreement are applicable and the Borrower has exercised its option to prepay the Notes in whole pur- suant to such provisions, and as long as any Bonds remain outstanding under the terms of the Indenture, all moneys and awards payable as damages and /or compensation for the taking of title to or possession of, or for damage to any portion of the Project by reason of any condemnation, eminent domain, change of grade or other proceeding shall be paid to the Trustee and such moneys and awards are hereby assigned to the Trustee. If no default is continuing under the Agreement, the Notes, or this Mortgage, the Trustee will cause said proceeds received by it and the Trustees, to whom the Borrower has assigned its interest in any award shade in such eminent domain proceedings, to be applied in one or more of the following ways as shall be directed in writing by the Borrower: (a) The restoration of the improvements located on the Land to substantially the same condition as they existed prior to the exercise of the said power of eminent domain; (b) The acquisition by construction or otherwise, by the Borrower of other improvements suitable for the Borrower's operations at the Project (which improve- ments shall be deemed a part of the Project) provided that such improvements shall be acquired by the Bor- rower subject to no liens or encumbrances prior to the lien of this Mortgage; or (c) The partial prepayment of the Notes pursuant to Article VII of the Agreement and prepayment of the principal of any of the Bonds together with accrued interest thereon to the Date of Prepayment and the applicable premium pursuant to the terms of the Inden- ture; provided that no part of any such condemnation award may be applied for such Prepayment unless (i) all of the Bonds are to be prepaid in accordance with the Indenture; or (ii) in the event that less than all of the Bonds are to be prepaid, the Borrower shall furnish to the Issuer and the Trustee a certificate of a regis- tered and qualified engineer acceptable to the Trustee stating (1) that the property forming a part of the Project that was taken by such condemnation proceedings is not essential to the Borrower's use or occupancy of the Project, or (2) that the Project has been restored to a condition substantially equivalent to its condi- tion prior to the taking by such condemnation proceed- ings, or (3) that improvements have been acquired which -9-