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the Secured Indebtedness, or be paid over, wholly or in part, to
Mortgagor for the purpose of altering, restoring or rebuilding any
part of the Premises which may have been altered, damaged or de-
stroyed as a result of any such taking, alterati~n of grade, or
other injury to the Premises, or for any other purpose or object
satisfactory to Mortgagee, but Mortgagee ahall not be obligated to
see to the application of any amount paid over to Mortgagor. If,
prior to the receipt by Mortgagee of such award or payment, the
Premises shall have been sold on foreclosure of this mortgage and
security agreement, Mortgagee shall have the right to receive such
awar~ or payment to the extent of any deficiency found to be due
upon such sale, with legal interest thereon, whether or not a de-
ficiency judgment on this mortgage and security agreenent shall
have been sought or recovered or denied, and to the extent of the
reasonable counsel fees, costs and disbursements incurred.by Mort-
gagee in connection with the collection of such award or payment.
Anything contained in the preceding parag raph to the contrary
notwithstanding, in the event that a condemnation award is made for
a partial taking of premises, and no event of default exists here-
under, and no abatement of rent exists with respect to the K mart
Lease other than called for thereunder, and if restoration is re-
quired under the K mart Lease, and if the K mart Lease is in full
force and effect, the condemnation award shall be pai~ directly to
Mortgagee for the purpose of permitting Mortgagor to restore the
premises pursuant to the terms and conditions of this mortgage and
security agreement and the K mart Lease provided, however, that
Mortgagee shall not be required .to disburse such funds in any sum
in excess of the restoration costs actually incurred by the Mort-
gagor and provided further that Mortgagee receives written assur-
ances from K mart Corporation, its successors or assigns, that the
K mart Lease will not be terminated due to such taking. Prior to
commencement of such restoration, Mortgagor shall submit to Mort-
gagee a detailed cost estimate with respect to such restoration.
If, in the reasonable judgment of Mortgagee, the condemnation pro-
ceeds shall appear to be insufficient to pay the entire costs of
such restoration, Mortgagor shall deposit with Mortgagee a sum suf-
ficient to ~ay such deficiency prior to the commencement of resto-
ration. Any residual over restoration ccsts incurred shall, at
the option of Mortgagee, be applied against the secured indebted-
ness as a partial payment and such prepayment shall not diminish
the amount of the next due and payable installment under the Note.
Al1 disbursements for such restoration shall be made only af-
ter approval of plans and specifications by Mortgagee and the ten-
ant under the K mart Lease and shall be made pursuant ta such con-
struction contracts, architect's certifications, invoices, lien
waivers, governmental approvals and such other matters as Mortgagee
may reasonably require, with such restoration to be completed to
the satisfaction of Mortgagee acting reasonably and in good faith.
8. Mortgagor shall ~deliver to Mortgagee, at any time within thirty
(30) days after notice and demand by Mortgagee, but not more fre-
quently than once in every six (6) month period, (i) a statement
with respect to the leases relating to the Premises in such reason-
able detail as Mortgagee may request, certified by Mortgagor, toge-
ther with true copies of annual reports of all sales and services
by tenants of the Premises (as furnished by such tenants) whose
leases provide for percentage rentals, and (ii) a staterr~ent in such
reasonable detail as Mortgagee may reques~, certified by Mortgagor,
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z,~`~K J~O PdGE 236
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