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<br />7 <br /> <br />will affect more than ten percent (10%) of the rentable square footage of the Improvements shall be a <br />“Material Taking”. The Controlling Person shall have the right to direct the Beneficiary to appear and <br />participate in any proceedings or negotiations in connection with a Material Taking (or in connection with <br />any taking if at such time an Event of Default has occurred and is continuing), and in connection with <br />such proceedings the Controlling Person and the Beneficiary may be represented by counsel of their <br />choice. The Grantor will not, without the Controlling Person’s prior written consent, enter into any <br />agreement in a Material Taking for the taking of the Premises, or any part thereof, with anyone authorized <br />to acquire the same by eminent domain or in condemnation. <br />(b) In the event of any Material Taking, the awards payable in connection therewith <br />are hereby assigned to the Beneficiary, and the Grantor shall pay over such awards remaining after <br />deduction of all expenses of collection and settlement, to the Beneficiary for deposit into the Insurance <br />and Condemnation Proceeds Account established under the Funding Loan Agreement. Subject to the <br />satisfaction of the conditions set forth in Section 1.04(b)(i)-(vi) hereof (where Material Taking awards <br />would constitute loss proceeds referred to in Section 1.04(b)(ii) and a Material Taking would constitute <br />loss or damage), the Controlling Person shall cause such awards to be applied to the costs to repair, <br />rebuild or replace the portion of the Premises that was not subject to the taking, upon the terms and <br />conditions as set forth in Section 1.04(b). If any of the conditions set forth in Section 1.04(b)(i)-(vi) <br />hereof are not met, the Controlling Person may cause such awards to be applied to the mandatory <br />prepayment of the Borrower Note as provided therein. <br />(c) If, in the event of the happening of any permanent taking, the Beneficiary shall <br />be obligated to apply any awards received by it in connection with such taking towards the restoration of <br />the Premises, the Grantor shall promptly, whether or not the awards, if any, shall be sufficient for the <br />purpose, commence and diligently continue to restore, repair and rebuild the portion of the Premises that <br />was not subject to the taking as nearly as possible to its value, condition and character immediately prior <br />to such taking. <br />Section 1.07. Obligations Unconditional; Waiver of Offset. All sums payable by the Grantor <br />under this Mortgage shall be paid without notice, demand, counterclaim, set-off, deduction or defense and <br />without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of <br />the Grantor hereunder shall in no way be released, discharged or otherwise affected (except as expressly <br />provided herein or in any of the Funding Loan Documents) by reason of: (i) any damage to or destruction <br />of or any condemnation or similar taking of the Property or any part thereof; (ii) any restriction or <br />prevention of or interference by any third party with any use of the Property or any part thereof; (iii) any <br />title defect or encumbrance or any eviction from the Premises or the Improvements or any part thereof by <br />title paramount or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, <br />dissolution, liquidation or other like proceeding relating to the Beneficiary, or any action taken with <br />respect to this Mortgage by a trustee or receiver of the Beneficiary, or by any court, in any such <br />proceeding; (v) any claim which the Grantor has or might have against the Beneficiary; (vi) any default or <br />failure on the part of the Beneficiary to perform or comply with any of the terms hereof; (vii) any default <br />or failure on the part of the Beneficiary to perform or comply with any of the terms of any other <br />agreement with the Grantor; (viii) any homestead or similar rights; or (ix) any other occurrence <br />whatsoever, whether similar or dissimilar to the foregoing; whether or not the Grantor has notice or <br />knowledge of any of the foregoing. Except as expressly provided herein, the Grantor waives all rights <br />now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or <br />reduction of any sum secured hereby and payable by the Grantor.