Common use of Casualty and Condemnation Clause in Contracts

Casualty and Condemnation. In the event of a casualty to the buildings or improvements constructed on any portion of the Project or a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lender.

Casualty and Condemnation. In (a) The Borrower shall promptly notify the Agent of any loss, damage, or destruction to any Collateral or any Real Property owned by the Borrower or any of its Domestic Subsidiaries whether or not constituting Collateral (collectively, “Property”) or arising from its use, whether or not covered by insurance; provided that no such notice is necessary with respect to the loss, damage or destruction of any Collateral or Real Property with a value of less than $3,000,000 per casualty event and $10,000,000 in the aggregate. The Agent on behalf of the Lenders (in consultation with the Borrower so long as no Default or Event of Default is continuing) is hereby authorized to adjust losses and collect all insurance proceeds in respect of any Collateral directly. If, notwithstanding the provisions hereof, which require that the Agent be the sole loss payee for insurance proceeds in respect of Collateral, a check or other instrument from an insurer is made payable to the Borrower or the Borrower and the Agent jointly, the Agent may endorse the Borrower’s name thereon and take such other action as the Agent may elect to obtain the proceeds thereof. After deducting from such proceeds the expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent may apply such proceeds to the reduction of the Obligations under or in connection with this Agreement and the other Loan Documents in the manner set forth in Section 1.9 or, at the Agent’s option with the consent of the Requisite Lenders, may permit or require the Borrower to use such proceeds, or any part thereof, to replace, repair or restore such Collateral as provided in paragraph (d) below. So long as no Default or Event of Default shall be continuing, the Borrower shall be entitled to use such proceeds to the extent the same are proceeds payable with respect to a casualty to the buildings Collateral other than Inventory (or improvements constructed on any portion of the Project such lesser amount thereof as shall be necessary) to replace, repair, restore or a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any rebuild such event (the “Award”). Subordinated Lender acknowledges and agrees that so long Collateral as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement paragraph (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If d) below where the amount of such moneys on account of a single event of loss, damage or destruction is less than $3,000,000 and it is reasonably expected that such replacement, repair, restoration or rebuilding can be completed within six (6) months after the Award is in excess loss, damage or destruction (and if not completed by the end of all amounts owed such six-month period, the remaining monies shall be delivered to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion Agent to be so remitted to Borrower shall, applied to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions payment of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated LenderObligations).

Casualty and Condemnation. In the event of a casualty (a) If any Casualty to the buildings or improvements constructed on any portion of the Project or a condemnation or taking Related Premises occurs, Tenant shall give Landlord and Lender immediate notice thereof. So long as no Event of Default exists Tenant is hereby authorized to adjust, collect and compromise all claims under a power of eminent domain of all or any portion of the Projectinsurance policies required by Paragraph 16(a) (except public liability insurance claims payable to a Person other than Tenant, Lender shall have a first and prior interest in Landlord or Lender) and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lenderon behalf of Landlord all necessary proofs of loss, a written confirmation of the terms set forth in the immediately preceding sentence receipts, vouchers and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and releases required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons insurers and Landlord shall have claimed the right to such awards join with Tenant therein. Any final adjustment, settlement or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and compromise of any other claims thereto. In such claim shall be subject to the event prior written approval of any competing claims for Landlord, and Landlord shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such excess Awardclaim, adjustment, settlement or compromise. If an Event of Default exists, Tenant shall not be entitled to adjust, collect or compromise any such claim or to participate with Landlord in any adjustment, collection and compromise of the Net Award payable in connection with a Casualty. Tenant agrees to sign, upon the request of Landlord, all such proofs of loss, receipts, vouchers and releases. Each insurer is hereby authorized and directed to make payment under said policies, including return of unearned premiums, directly to Landlord or, if required by the Mortgage, to Lender shall continue instead of to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order Landlord and Tenant jointly, and Tenant hereby appoints each of a court of competent jurisdiction directing Landlord and Lender as Tenant’s attorneys-in-fact to how and endorse any draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lenderthat any Mortgage so provides.

Casualty and Condemnation. In the event of a casualty (a) If any Casualty to the buildings or improvements constructed on any portion of the Project Related Premises occurs the insurance proceeds for which are reasonably estimated by Tenant to be equal to or a condemnation or taking under a power of eminent domain of all or any portion in excess of the ProjectThreshold Amount, Tenant shall give Landlord and Lender shall have immediate notice thereof. So long as no Event of Default exists Tenant is hereby authorized to adjust, collect and compromise all claims under any of the insurance policies required by Paragraph 16(a) (except public liability insurance claims payable to a first and prior interest in Person other than Tenant, Landlord or Lender) and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver on behalf of Landlord all necessary proofs of loss, receipts, vouchers and releases required by the insurers and Landlord shall have the right to join with Tenant therein. Any final adjustment, settlement or compromise of any such claim shall be subject to the prior written approval of Landlord, and Landlord shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such claim, adjustment, settlement or compromise. If an Event of Default exists, Tenant shall not be entitled to adjust, collect or compromise any such claim or to participate with Landlord in any adjustment, collection and compromise of the Net Award payable in connection with a Casualty. Tenant agrees to sign, upon the request of Landlord, all such proofs of loss, receipts, vouchers and releases. Each insurer is hereby authorized and directed to make payment under said policies, including return of unearned premiums, directly to Landlord or, if required by any Loan Documents, to Lender and/or instead of to Landlord and Tenant jointly, and Tenant hereby appoints each of Landlord and Lender as Tenant's attorneys-in-fact to endorse any draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to Lender if required pursuant to the terms of the Initial Loan Agreement and pursuant to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lender.

Casualty and Condemnation. In Promptly upon learning thereof, Seller shall give Purchaser written notice of any condemnation, damage or destruction of the event Real Property occurring prior to the Closing together with, in the case of a casualty casualty, a reasonably detailed estimate of the cost to repair the damage or destroyed Real Property prepared by a third party engineer or contractor retained by Seller. If prior to the buildings Closing all or improvements constructed on any a material portion of the Project Real Property is condemned, damaged or a destroyed, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or taking payment under a power of eminent domain of all any insurance policies (other than business interruption or any portion rental loss insurance applicable to the period prior to Closing) toward the payment of the ProjectPurchase Price to the extent such condemnation awards or insurance payments have been received by Seller, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising receiving from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to Seller an amount equal to any applicable deductible under any such insurance policy or the then outstanding amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within twenty (20) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction and, if necessary, the LoanClosing date shall be extended to give Purchaser the full twenty (20) day period to make such election. Subordinated Lender agrees If, prior to promptlythe Closing, upon request a portion of the Real Property is condemned, damaged or destroyed and such portion is not a material portion of the Real Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies or the amount of any uninsured loss, provided Seller has not terminated this Agreement in accordance with this Article 12, shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by LenderSeller and Seller shall assign to Purchaser all of Seller’s right, execute title and deliver interest in any unpaid awards or payments. Seller shall not settle any insurance or condemnation claim with respect to Lender and/or the Real Property following the Effective Date without first receiving Purchaser’s prior written consent thereto, which shall not be unreasonably withheld. For purposes of this Article 12, the term “material portion” shall mean (A) damage that will cost in excess of Five Million Dollars ($5,000,000), or will take longer than six months, to repair, or (B) condemnation that results in a taking of any of the Improvements, any parking spaces, any ingress or egress or any other party as so directed by Lender, a written confirmation portion of the terms set forth Real Property which, in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not each case, in Seller’s reasonable judgment, would materially affect the foregoing agreement)use, value, operation or legal compliance of the Real Property. If the amount damage or destruction arises out of an uninsured risk and the reasonable cost for repairing such damage or destruction not covered by insurance exceeds Five Million Dollars ($5,000,000), Seller shall elect, by written notice within ten (10) days of the Award is in excess occurrence of all amounts owed such damage or destruction either to Lender under terminate this Agreement or to close the Loan Documents, however, and either transaction contemplated hereby with a reduction of the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, Purchase Price equal to the extent permitted in costs of repairing the Loan Documents Real Property, as reasonably estimated by an engineer engaged by Seller and required by the Subordinated Loan Documents, be paid reasonably acceptable to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated LenderPurchaser.

Casualty and Condemnation. In the event of a casualty (a) Subject to the buildings or improvements constructed on any portion provisions of the Project or a condemnation or taking under a power of eminent domain of this Article XIV, if all or any portion of the ProjectLeased Property suffers a Casualty during the Term (other than a Significant Casualty as to which a Termination Notice has been given), Lender Lessee shall have a first give notice thereof to Lessor promptly after Lessee has knowledge thereof and prior interest Lessee shall control the negotiations with the relevant insurer (unless an Event of Default exists in which case Lessor shall be entitled to control such negotiations) and, except as otherwise provided in this Section 14.1, and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights insurance proceeds payable by an insurer with respect to any Award except as expressly provided such Casualty up to $50,000,000 individually and $100,000,000 in this Agreementthe aggregate per annum shall be paid directly to the Lessee, or if received by Lessor, the Administrative Agent or the Lenders, shall be paid over to the Lessee and shall be used by Lessee solely for the reconstruction, restoration and repair of such Leased Property, and Subordinated Lender assigns its rights if the use of, access to, occupancy of or title to the Leased Property or any Award part thereof is the subject of a Condemnation (other than a Significant Condemnation as to Lender which a Termination Notice has been given), then any award or compensation relating thereto up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute $50,000,000 individually and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth $100,000,000 in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so aggregate per annum shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction Lessee and shall be used by Lessee solely for the restoration of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributedLeased Property. Notwithstanding the foregoing, in the event if any Event of a casualty Default shall have occurred and be continuing, such award, compensation or condemnation, Lender insurance proceeds payable by an insurer shall release the Award from any such event be paid directly to the Borrower Administrative Agent or, if received by the Lessee, shall be held in trust for the Participants and shall be paid over by the Lessee to the Administrative Agent. All amounts held by Lessor or Administrative Agent on account of any award, compensation or insurance proceeds either paid directly to Lessor or Administrative Agent or turned over to Lessor or Administrative Agent, to the extent not otherwise required to be paid to the Lessee, shall be held in trust in a segregated account and applied to reimburse the Lessee from time to time during the course of the Lessee’s reconstruction, restoration and/or repair of the Leased Property and compliance with the provisions of Article IX hereof (or to otherwise make payments for any costs and expenses thereof as directed by the terms Lessee); provided, however, in each case after the occurrence and conditions during the continuance of an Event of Default such proceeds shall at the option of Lessor (at the direction of the Loan Documents in order Required Participants) either be (A) paid to the Lessee for the reconstruction, restoration and/or repair and restore the Project of such Leased Property subject to such Casualty or Condemnation in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available this clause (A), or (B) applied to the Borrower for Lease Balance and any other amounts owed by Lessee under the repair or restoration of the Project shall not be subject to attachment by Subordinated LenderOperative Documents in accordance with Article XVI.

Casualty and Condemnation. In the event of a casualty Subject to the buildings other terms of this Article 5 and Section 13.1(g) and Section 13.1(h), if at any time after the Execution Date and prior to the Closing, any Oil & Gas Asset is (a) damaged or improvements constructed on any portion of the Project destroyed by casualty loss (not including normal wear and tear, downhole mechanical failure or a reservoir changes) or (b) expropriated or taken into condemnation or taking under a power right of eminent domain of all or any portion of the Project(clauses (a) and (b) each, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “AwardCasualty Loss”), the Parties shall nevertheless be required to consummate the Closing. Subordinated Lender acknowledges and agrees that so long At Closing, Seller shall contribute to the Company all sums paid to Seller or its Affiliates (other than the Company) by Third Parties by reason of any Casualty Losses insofar as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreementthe Oil & Gas Assets. Seller shall also assign, transfer and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal set over to the then outstanding amount Company or subrogate the Company to all of Seller’s (and its Affiliates’, but excluding the Loan. Subordinated Lender agrees Company’s) right, title and interest (if any) in insurance claims, unpaid awards and other rights, in each case, against Third Parties arising out of such Casualty Losses insofar as with respect to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan DocumentsOil & Gas Assets; provided, however, that Seller shall reserve and either retain (and Buyer shall (and shall cause the Loan has been paid Company to) assign to Seller) all right, title, and interest to any claims against Third Parties for the recovery of Seller’s costs and expenses (if any) incurred by Seller or the Company prior to Closing in full pursuing or Borrower is entitled asserting any such insurance claims or other rights against Third Parties with respect to a remittance such Casualty Loss. Prior to the Closing, Seller shall give Buyer prompt notice of same under the Loan Documents any Casualty Loss of which Seller obtains Knowledge (other than to restore the Projectany Casualty Loss that is de minimis in nature), such excess Award and Seller shall not voluntarily compromise, settle or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required adjust any amounts payable by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and reason of any other claims theretoCasualty Loss without first obtaining the written consent of Buyer, which consent may not be unreasonably withheld, conditioned or delayed. In the event of any competing claims for any such excess Award, Lender shall continue that the Parties have failed to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, agree in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required good faith by the terms and conditions of Closing on the Loan Documents in order to repair and restore Casualty Loss amount, such Casualty Loss amount will be determined by a single independent arbitrator (the Project “Casualty Arbitrator”) with relevant experience in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available procedures set forth in Section 3.1(h) (including with respect to the Borrower for the repair or restoration selection of the Project shall not be subject to attachment by Subordinated Lendersuch arbitrator), mutatis mutandis.

Casualty and Condemnation. In (a) If any Casualty occurs the event insurance proceeds for which is reasonably estimated by Tenant to be equal to or in excess of a casualty One Hundred Thousand Dollars ($100,000), Tenant shall give Landlord and Lender immediate notice thereof. So long as no Event of Default exists, and subject to the buildings or improvements constructed on provisions of Paragraph 16(i)(ii), Tenant is hereby authorized to adjust, collect and compromise all claims under any portion of the Project insurance policies required by Paragraph 16(a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or a condemnation or taking under a power Lender) and to execute and deliver on behalf of eminent domain Landlord and Lender all necessary proofs of all or any portion of loss, receipts, vouchers and releases required by the Project, insurers and Landlord and Lender shall have a first the right to join with Tenant therein. Any adjustment, settlement or compromise of any such claim in excess of $1,000,000 shall be subject to the prior written approval of Landlord and prior interest in Lender, which shall not be unreasonably withheld, conditioned or delayed and Landlord and Lender shall have the right to any payments, awards, proceeds, distributionsprosecute or contest, or consideration arising from to require Tenant to prosecute or contest, any such event (the “Award”)claim, adjustment, settlement or compromise. Subordinated If an Event of Default exists, Tenant shall not be entitled to adjust, collect or compromise any claim or to participate with Landlord or Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Awardadjustment, nor any rights with respect to any Award except as expressly provided in this Agreement, collection and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount compromise of the LoanNet Award payable in connection with a Casualty. Subordinated Lender Tenant agrees to promptlysign, upon the request by of Landlord or Lender, execute all proofs of loss, receipts, vouchers and deliver releases. Each insurer is hereby authorized and directed to Lender and/or make payment under said policies in excess of $1,000,000 and return of unearned premiums, directly to any other party as so directed Landlord or, if required by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably Mortgage or requested by Lender pursuant to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed Mortgage, to Lender under the Loan Documents, howeverinstead of to Landlord or Landlord and Tenant jointly, and either the Loan has been paid in full or Borrower is entitled to a remittance Tenant hereby appoints each of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents Landlord and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as Tenant's attorneys-in-fact to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from endorse any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lenderdraft therefor.

Casualty and Condemnation. In Mortgagor shall give Mortgagee prompt written notice of (i) the event occurrence of any casualty affecting the Mortgaged Property or any portion thereof, (ii) or the institution of any proceedings for eminent domain or for the condemnation of, the Mortgaged Property or any portion thereof or (iii) any written notification threatening the institution of any proceedings for eminent domain or for the condemnation of the Mortgaged Property or any portion thereof or any written request to execute a casualty deed in lieu of condemnation affecting the Mortgaged Property. Subject to the buildings or improvements constructed following sentence, all insurance proceeds on the Mortgaged Property, and all causes of action, claims, compensation, awards and recoveries for any portion of the Project or a damage, condemnation or taking under a power of eminent domain of all or any portion part of the ProjectMortgaged Property or for any damage or injury to it for any loss or diminution in value of the Mortgaged Property, Lender shall have a first be paid to Mortgagee. Mortgagee may participate in any suits or proceedings relating to any such proceeds, causes of action, claims, compensation, awards or recoveries, and prior interest Mortgagee is hereby authorized, in its own name or in Mortgagor’s name, to adjust any loss covered by insurance or any condemnation claim or cause of action, and to settle or compromise any paymentsclaim or cause of action in connection therewith, awardsand Mortgagor shall from time to time deliver to Mortgagee any instruments required to permit such participation; provided, proceedshowever, distributionsthat, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as no Event of Default shall have occurred and be continuing, Mortgagee shall not have the Loan right to participate in the adjustment of any loss or the receipt of any sums hereunder which is outstanding, it has no lien on or security interest not in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to excess of the lesser of (i) five percent (5%) of the then outstanding amount principal balance of the Loan. Subordinated Lender agrees to promptlyNote and (ii) $200,000, upon request by Lender, execute and deliver to Lender and/or to Mortgagor may receive such funds from any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall loss not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion foregoing directly to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to used for repair or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions restoration of the Loan Documents in order to repair and restore the Project Mortgaged Property in accordance with the terms and provisions of the Loan Documentshereof. Any portion of the Award made available Mortgagee shall apply any sums received by it under this Section first to the Borrower for the repair or restoration payment of the Project shall all of its costs and expenses (including, but not be subject to attachment by Subordinated Lender.limited to, reasonable legal fees and disbursements) incurred in obtaining those sums, and then, as follows:

Casualty and Condemnation. In (a) If any Casualty occurs the event insurance proceeds for which is reasonably estimated by Tenant to be equal to or in excess of a casualty Fifty Thousand Dollars ($50,000), Tenant shall give Landlord and Lender immediate notice thereof. So long as no Event of Default exists Tenant is hereby authorized to the buildings or improvements constructed on adjust, collect and compromise all claims under any portion of the Project insurance policies required by Paragraph 16(a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior interest in Lender) and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver on behalf of Tenant all necessary proofs of loss, receipts, vouchers and releases required by the insurers and Landlord shall have the right to Lender and/or join with Tenant therein. Any adjustment, settlement or compromise of any such claim in excess of $500,000 shall be subject to the prior written approval of Landlord, which shall not be unreasonably withheld, conditioned or delayed and Landlord shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any other party as so directed by Lendersuch claim, a written confirmation adjustment, settlement or compromise. If an Event of Default exists, Tenant shall not be entitled to adjust, collect or compromise any such claim or to participate with Landlord in any adjustment, collection and compromise of the terms set forth Net Award payable in connection with a Casualty. Tenant agrees to sign, upon the immediately preceding sentence request of Landlord, all such proofs of loss, receipts, vouchers and take sure other actions reasonably releases. Each insurer is hereby authorized and directed to make payment under said policies in excess of $500,000 and return of unearned premiums, directly to Landlord or, if required by the Mortgage or requested by Lender pursuant to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed Mortgage, to Lender under the Loan Documents, howeverinstead of to Landlord and Tenant jointly, and either the Loan has been paid in full or Borrower is entitled to a remittance Tenant hereby appoints each of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents Landlord and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as Tenant's attorneys-in-fact to how and endorse any draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lenderthat any Mortgage so provides.

Casualty and Condemnation. In case of damage to any Hotel Sites or premises upon which the Equipment is located is caused by fire or other casualty, the Authority shall, at its expense, cause the damage to be repaired to a condition as nearly as practicable to that existing prior to the damage, with reasonable speed and diligence, subject to delays which may arise by reason of adjustment of loss under insurance policies, governmental regulations or for delays beyond the control of the Authority. The Authority shall not, however, be obligated to repair, restore, or rebuild any of Licensee's personal property, including, but not limited to, the Equipment. The Authority shall not be liable for any inconvenience or annoyance to Licensee, or injury to Licensee’s business resulting in any way from such damage or the repair thereof, except to the extent the site is rendered unusable for Licensee’s intended purpose, in which case the License Fees shall be abated proportionately. In the event the damage shall involve the Hotel generally and shall be so extensive that the Authority shall decide, at its sole discretion, not to repair or rebuild the Hotel or the premises, or if the casualty shall not be of a casualty type insured against under standard fire policies with extended type coverage, or if the holder of any mortgage, deed of trust or similar security interest covering the Hotel Sites or premises at the Hotel shall not permit the application of adequate insurance proceeds for repair or restoration, this License Agreement shall, at the option of the Authority or Licensee, exercisable by written notice to the buildings other party within twenty (20) days after the Authority is notified of or improvements constructed on any portion otherwise becomes aware of the Project occurrence of the casualty, be terminated as of the date of such casualty, and the License Fees (taking into account any abatement as aforesaid) and the utility fees shall be adjusted to the termination date and Licensee shall thereupon promptly vacate Licensee's Equipment at the Hotel. Notwithstanding the foregoing, Licensee shall be permitted to terminate this License Agreement in the event the Hotel, or portions thereof on which the Equipment is located, has been rendered unusable for Licensee’s intended purpose, and (i) the Authority’s estimated period for completion of the repair and restoration of the Hotel or portions thereof used by Licensee exceeds thirty (30) days (the Authority shall deliver such estimate to Licensee within twenty (20) days after the casualty), or (ii) the Authority does not complete such restoration within thirty (30) days from the date of such casualty (by giving the Authority five (5) days’ notice at the expiration of such thirty (30) day period). If at any time during the Term of this License Agreement all or "substantially all" (meaning the remaining portion thereof shall not be of sufficient size or condition to permit the continuation of Licensee's business in a condemnation commercially reasonable manner) of the Hotel or taking under a the Hotel Sites and other improvements located on the real estate upon which the sites are located shall be taken in the exercise of the power of eminent domain by any governmental or other authority, or by deed in lieu of all condemnation, then Licensee may terminate this License Agreement by providing written notice to the Authority within thirty (30) days of such condemnation or any portion eminent domain action, which termination shall be effective as of the Project, Lender date of the vesting of title in such taking and any prepaid License Fees or utility fees shall have a first be apportioned as of said date and prior interest in reimbursed to Licensee. The Authority and Licensee shall each be entitled to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights pursue their own separate awards with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims theretotaking. In the event of any competing claims for any such excess Awardtaking of less than all or substantially all of the property on which the sites are located, Lender this License Agreement shall continue and the Authority and Licensee shall be entitled to hold pursue their own separate awards with respect to such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lendertaking.

Casualty and Condemnation. In the event of a casualty (a) If any Casualty to the buildings or improvements constructed on Leased Premises occurs, Tenant shall give Landlord and Lender immediate notice thereof. So long as no Event of Default exists Tenant is hereby authorized to adjust, collect and compromise all claims under any portion of the Project insurance policies required by Paragraph 16(a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior interest in Lender) and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver on behalf of Landlord all necessary proofs of loss, receipts, vouchers and releases required by the insurers and Landlord shall have the right to Lender and/or to join with Tenant therein. The final adjustment, settlement or compromise of any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is claim in excess of all amounts owed $500,000 shall be subject to Lender under the Loan Documents, howeverprior written approval of Landlord, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons Landlord shall have claimed the right to prosecute or contest, or to require Tenant to prosecute or contest, such awards claim, adjustment, settlement or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributedcompromise. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from that any such event adjustment, settlement or compromise shall be for not less than 100% of the replacement cost of that portion of the Leased Premises damaged by such Casualty, Landlord's consent to such adjustment, settlement or compromise shall not be required. If an Event of Default exists, Tenant shall not be entitled to adjust, collect or compromise any such claim or to participate with Landlord in any adjustment, collection and compromise of the Borrower Net Award payable in connection with a Casualty. Tenant agrees to sign, upon the request of Landlord, all such proofs of loss, receipts, vouchers and releases. Each insurer is hereby authorized and directed to make payment under said policies, including return of unearned premiums, directly to Landlord or, if required by the Mortgage, to Lender instead of to Landlord and Tenant jointly, and Tenant hereby appoints each of Landlord and Lender as Tenant's attorneys-in-fact to endorse any draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to Lender if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lenderthat any Mortgage so provides.

Casualty and Condemnation. In the event of a casualty (a) Subject to the buildings or improvements constructed on any portion provisions of the Project or a condemnation or taking under a power of eminent domain of this Article XIV, if all or any portion of the ProjectLeased Property suffers a Casualty (other than a Significant Casualty as to which a Termination Notice has been given), Lender Lessee shall have a first control the negotiations with the relevant insurer unless an Event of Default exists and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights insurance proceeds payable with respect to any Award except as expressly provided in this Agreementsuch Casualty shall be paid directly to the Lessee, or if received by the Lessor, the Administrative Agent or the Lenders, shall be paid over to the Lessee and shall be used by Lessee solely for the reconstruction, restoration and repair of such Leased Property, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal if the use of, access to, occupancy of or title to the then outstanding amount Leased Property or any part thereof is the subject of the Loan. Subordinated Lender agrees a Condemnation (other than a Significant Condemnation as to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, which a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan Termination Notice has been paid in full given), then any award or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, compensation relating thereto shall be paid to or at the direction Lessee and shall be used by Lessee solely for the restoration of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributedLeased Property. Notwithstanding the foregoing, if any Event of Default, or Default in respect of payment obligations of the event of a casualty Lessee, shall have occurred and be continuing, such award, compensation or condemnation, Lender insurance proceeds shall release the Award from any such event be paid directly to the Borrower Administrative Agent or, if received by the Lessee, shall be held in trust for the Participants and shall be paid over by the Lessee to the extent required Administrative Agent. All amounts held by the terms Lessor or the Administrative Agent on account of any award, compensation or insurance proceeds either paid directly to the Lessor or the Administrative Agent or turned over to the Lessor or the Administrative Agent, in each case after the occurrence and conditions during the continuance of an Event of Default shall at the option of the Loan Documents in order Lessor (at the direction of the Required Participants) either be (A) paid to the Lessee for the repair and restore the Project of damage caused by such Casualty or Condemnation in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available this clause (a), or (B) applied to the Borrower for Lease Balance and any other amounts owed by Lessee under the repair or restoration of the Project shall not be subject to attachment by Subordinated LenderOperative Documents in accordance with Article XVI.

Casualty and Condemnation. In the event of a casualty (a) If any Casualty to the buildings or improvements constructed on any portion of the Project or a condemnation or taking Related Premises occurs, Tenant shall give Landlord and Lender immediate notice thereof. So long as no Event of Default shall have occurred and be continuing, Tenant is hereby authorized to adjust, collect and compromise all claims under a power of eminent domain of all or any portion of the Projectinsurance policies required by Paragraph 16(a) (except public liability insurance claims payable to a Person other than Tenant, Lender shall have a first and prior interest in Landlord or Lender) and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver on behalf of Landlord all necessary proofs of loss, receipts, vouchers and releases required by the insurers and Landlord shall have the right to Lender and/or join with Tenant therein. Any final adjustment, settlement or compromise of any such claim shall be subject to the prior written approval of Landlord (not to be unreasonably withheld, delayed or conditioned) and Landlord shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any other party as so directed by Lendersuch claim, a written confirmation adjustment, settlement or compromise. If an Event of Default shall have occurred and be continuing, Tenant shall not be entitled to adjust, collect or compromise any such claim or to participate with Landlord in any adjustment, collection and compromise of the terms set forth Net Award payable in connection with a Casualty. Tenant agrees to sign, upon the immediately preceding sentence request of Landlord, all such proofs of loss, receipts, vouchers and take sure other actions releases reasonably requested by Lender Landlord. Each insurer is hereby authorized and directed to further evidence the foregoing agreement make payment under said policies (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, subject to the extent permitted in the Loan Documents provisions of Paragraph 17(c) and Paragraph 19 hereof) directly to Landlord or, if required by the Subordinated Loan DocumentsMortgage, to Lender instead of to Landlord and Tenant jointly. The rights of Landlord under this Paragraph 17(a) shall be paid extended to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lenderthat any Mortgage so provides.

Casualty and Condemnation. In the event of a casualty (a) If any Casualty occurs to the buildings or improvements constructed on Leased Premises occurs and Tenant estimates that the cost of such Casualty is likely to exceed $50,000, Tenant shall give Landlord and Lender immediate notice thereof. Landlord and Lender are hereby authorized to adjust, collect and compromise, in their discretion and upon notice to Tenant (except that no notice to Tenant shall be required if an Event of Default has occurred and is continuing), all claims under any portion of the Project insurance policies required by Paragraph 16(a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or a condemnation or taking under a power Lender) and to execute and deliver on behalf of eminent domain Tenant all necessary proofs of all or loss, receipts, vouchers and releases required by the insurers. Provided that no Event of Default has occurred and is continuing, Tenant shall be entitled to participate with Landlord and Lender in any portion adjustment, collection and compromise of the ProjectNet Award payable in connection with a Casualty. Tenant agrees to sign, upon the request of Landlord and Lender, all such proofs of loss, receipts, vouchers and releases. If Landlord or Lender so requests, Tenant shall adjust, collect and compromise any and all such claims, and Landlord and Lender shall have a first the right to join with Tenant therein. Any adjustment, settlement or compromise of any such claim shall be subject to the prior written approval of Landlord and prior interest in Lender, which approval shall not be unreasonably withheld, delayed or conditioned and Landlord and Lender shall have the right to any payments, awards, proceeds, distributionsprosecute or contest, or consideration arising from to require Tenant to prosecute or contest, any such event (the “Award”)claim, adjustment, settlement or compromise. Subordinated Lender acknowledges Each insurer is hereby authorized and agrees that so long as the Loan is outstandingdirected to make payment under said policies directly to Landlord or, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and if required by the Subordinated Loan DocumentsMortgage, to Lender instead of to Landlord and Tenant jointly, and Tenant hereby appoints each of Landlord and Lender as Tenant's attorneys-in-fact to endorse any draft therefor. Unearned premiums shall be paid to or at the direction Tenant. The rights of Subordinated Lender, unless other Persons have claimed the right Landlord under this Paragraph 17(a) shall be extended to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lenderthat any Mortgage so provides.

Casualty and Condemnation. In the event of a casualty (a) If any substantial Casualty to the buildings or improvements constructed on any portion of Leased Premises occurs, Tenant shall give Landlord and Lender prompt notice thereof. If the Project or a condemnation or taking under a power of eminent domain of all or any portion of insurance proceeds for such Casualty are reasonably estimated by Tenant to be less than the ProjectThreshold Amount, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that then so long as the Loan no Event of Default shall then exist, Tenant is outstandinghereby authorized to adjust, it has no lien on or security interest in collect and compromise all claims under any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees insurance policies required by Paragraph 16(a) (except public liability insurance claims payable to promptlya Person other than Tenant, upon request by Landlord or Lender, ) and to execute and deliver to Lender and/or to any other party as so directed on behalf of Landlord all necessary proofs of loss, receipts, vouchers and releases required by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement)insurers. If the amount insurance proceeds are reasonably estimated by Tenant to be in excess of the Threshold Amount, Tenant shall be entitled to enter into negotiations to adjust, collect or compromise any claim of the Net Award payable in connection with a Casualty and Landlord may participate in such negotiations with Tenant therein; provided that, any final adjustment, settlement or compromise of any such claim shall be subject to the prior written approval of Landlord (not to be unreasonably withheld or delayed), but in any event, Landlord shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such claim, adjustment, settlement or compromise. Notwithstanding the foregoing, if an Event of Default exists, Tenant shall not be entitled to adjust, collect or compromise any claim or to participate with Landlord in any adjustment, collection and compromise of any Net Award payable in connection with a Casualty except upon the express prior written consent of Landlord, which consent may be granted or withheld by Landlord in its sole discretion. Nevertheless, Landlord shall, in any event, have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such claim, adjustment, settlement or compromise. Tenant agrees to sign, upon the request of Landlord, all such proofs of loss, receipts, vouchers and releases. If the Net Award is in excess of all amounts owed the Threshold Amount or an Event of Default has occurred and is then continuing, each insurer is hereby authorized and directed to Lender make payment under the Loan Documentssaid policies, howeverincluding return of unearned premiums, and either the Loan has been paid in full or Borrower is entitled directly to a remittance of same under the Loan Documents other than to restore the ProjectLandlord or, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and if required by the Subordinated Loan DocumentsMortgage, be paid to or at the direction Lender instead of Subordinated Lenderto Landlord and Tenant jointly, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender and Tenant hereby appoints each of such excess Award Landlord and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as Tenant’s attorneys-in-fact to how and endorse any draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lenderthat any Mortgage so provides.

Casualty and Condemnation. In If a fire or other casualty which damages the event Subleased Premises occurs, and as a result of a casualty such fire or casualty, Sublandlord, as tenant under the Master Lease, has the right to terminate the buildings Master Lease either in its entirety or improvements constructed on any portion of the Project or a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to the Subleased Premises pursuant to the terms of the Master Lease, then Sublandlord shall have the right to exercise any Award except as expressly provided in this Agreementright of termination under the Master Lease, and Subordinated Lender assigns its rights shall have the right as a result thereof to any Award to Lender up to an amount equal to cancel and terminate this Sublease, and the then outstanding amount exercise of the Loan. Subordinated Lender agrees to promptly, upon request such right by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so Sublandlord shall not affect the foregoing agreement)constitute a default or breach hereunder. If the amount of Subleased Premises, or such portion thereof as to render the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, balance (if reconstructed to the maximum extent permitted practicable in the Loan Documents and required circumstances) unsuitable for Subtenant’s purposes, shall be taken by the Subordinated Loan Documentscondemnation or right of eminent domain, be paid to or at the direction of Subordinated Lender, unless other Persons Sublandlord shall have claimed the right to such awards or proceedsexercise any right of termination under the Master Lease, in which case Lender and shall only be required have the right as a result thereof to provide notice to Subordinated Lender cancel and terminate this Sublease, and the exercise of such excess Award and of any other claims theretoright by Sublandlord shall not constitute a default or breach hereunder. In the event of any competing claims for any such excess Awarddamage or condemnation, Lender Sublandlord shall continue have no obligation to hold rebuild or restore the Subleased Premises or the Building; provided, however, if such excess Award until Lender repair work is not complete by the Outside Date (as defined in the Master Lease), Subtenant shall have the right to terminate this Sublease by written notice of termination to Sublandlord within ninety (90) days of the Outside Date. If Sublandlord receives an agreement signed by all Persons making abatement of fixed rent and/or any additional rent payable under the Master Lease as a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event result of a casualty or condemnationcondemnation of the Subleased Premises, Lender Subtenant shall release the Award from any such event be entitled to receive a corresponding abatement of Base Rent and/or other rent hereunder proportionate to the Borrower if and abatement of total rent payable by Sublandlord as Subtenant under the Master Lease, to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available such abatement relates to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated LenderSubleased Premises.

Casualty and Condemnation. Borrowers shall and shall cause First Mezzanine Borrowers to cause Property Owners to promptly give Lender written notice of any Casualty or Condemnation. In the event of a casualty to any Casualty or Condemnation or any title claim or defect in respect of which the buildings or improvements constructed on any portion Senior Lender applies Proceeds toward the repayment of the Project or a condemnation or taking under a power Senior Loan and/or, the First Mezzanine Loan in accordance with the Senior Loan Documents and/or First Mezzanine Loan Documents, all excess Proceeds remaining after such repayment shall be applied to (x) pay the expenses incurred by Lender of eminent domain of all or any portion of collecting such Proceeds, (y) discharge the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender Debt up to an amount equal to the then outstanding Release Amount of the Ownership Interest relating to the Property at which the applicable Casualty or Condemnation or title claim occurred, and (z) pay the amount of interest theretofore accrued but unpaid in respect of the principal amount of the Loan. Subordinated Lender agrees to promptlyDebt so discharged, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If plus the amount of interest which would have accrued on such principal amount had it remained outstanding through the Award end of the Interest Accrual Period in which such discharge is made (whereupon (1) Borrowers shall be entitled to receive a release of the Lien of the Pledge and the other Loan Documents with respect to the affected Ownership Interest in accordance with and subject to the terms of Section 2.5 hereof, and (2) any Proceeds in excess of all amounts owed those necessary to Lender under make the payments described in the previous clauses (x), (y) and (z) shall be released to the Mezzanine Loan DocumentsDeposit Account or, however, and either following repayment of the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shallLoan, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims theretoBorrowers). In the event that the Senior Loan and the First Mezzanine Loan are paid in full, the provisions of any competing claims Section 8.1.2 and 8.1.3 of the Senior Loan Agreement as in effect on the date hereof shall apply herein and Borrowers shall cause the applicable First Mezzanine Borrower to cause (a) the applicable Property Owner to observe and perform the same obligations for any such excess Award, the benefit of Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim as are provided to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how under such sections, and to which Person(s(b) the excess Award is applicable Property Owner to be distributed. Notwithstanding recognize the foregoing, in same rights on the event part of a casualty or condemnation, Lender shall release the Award from any Borrowers with respect to such event Property Owner as are provided under such sections to the Borrower if Senior Lender, including, but not limited to, those obligations and rights provided thereunder relating to Proceeds, claims adjustments and the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project Properties. Borrowers shall not be subject provide Lender with copies of all notices of claims made under any owner’s policy of title insurance relating to attachment by Subordinated Lenderthe Properties.

Casualty and Condemnation. In Mortgagor shall give Mortgagee prompt written notice of the event occurrence of a any casualty to affecting, or the buildings institution of any proceedings for eminent domain or improvements constructed on for the condemnation of, the Mortgaged Property or any portion thereof. All insurance proceeds on the Mortgaged Property, and all causes of the Project or a action, claims, compensation, awards and recoveries for any damage, condemnation or taking under a power of eminent domain of all or any portion part of the ProjectMortgaged Property or for any damage or injury to it for any loss or diminution in value of the Mortgaged Property occasioned thereby, Lender are hereby assigned to and shall have a first be paid to Mortgagee. Mortgagee will consult with Mortgagor concerning any damage, condemnation or taking, provided such obligation to consult shall in no way impair Mortgagee's rights, powers and prior interest in and privileges to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights participate and/or act with respect to any Award except as expressly provided such damage, condemnation or taking. Mortgagee may participate in this Agreementany suits or proceedings relating to any such proceeds, causes of action, claims, compensation, awards or recoveries, and Subordinated Lender assigns Mortgagee is hereby authorized, in its rights own name or in Mortgagor's name, to adjust any Award loss covered by insurance or any condemnation claim or cause of action, and to Lender up settle or compromise any claim or cause of action in connection therewith, and Mortgagor shall from time to an amount equal time deliver to Mortgagee any instruments required to permit such participation; provided, however, that, so long as no Default or Event of Default shall have occurred, Mortgagee shall not have the right to participate in the adjustment of any loss which is not in excess of the lesser of (i) five percent (5%) of the then outstanding amount principal balance of the LoanNote and (ii) $2,150,000.00. Subordinated Lender agrees Mortgagee shall apply any sums received by it under this Section first to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess payment of all amounts owed to Lender under the Loan Documentsof its costs and expenses (including, howeverbut not limited to, reasonable legal fees and disbursements) incurred in obtaining those sums, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Projectthen, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lender.follows:

Casualty and Condemnation. (A) In the event of a casualty Casualty or Condemnation at any Individual Property (other than non-material Casualty at an Individual Property involving damages of less than $100,000, when aggregated with any other then unrestored Casualty damage at the applicable Individual Property), Borrower shall give prompt written notice of the same to the buildings or improvements constructed on any portion of the Project or a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior interest in insurance carrier and to any paymentsLender and shall promptly commence and diligently prosecute to completion, awardsin accordance with the terms hereof, proceeds, distributions, the repair and restoration of such Individual Property as nearly as possible to the condition of such Individual Property prior to the casualty or consideration arising from any such event loss (the a “AwardRestoration”). Subordinated Borrower shall pay all costs of the Restoration whether or not such costs are covered by Insurance or Condemnation Proceeds. Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest may participate in any Awardsettlement discussions with any insurance companies concerning a Casualty, nor and any rights settlement discussions with any Governmental Authority with respect to a Condemnation (and shall have the right to approve any final settlement with respect to either) with respect to any Award except as expressly provided Casualty or Condemnation in this Agreement, which the Net Proceeds or the costs of completing the Restoration are reasonably expected to exceed the Net Proceeds Threshold (and Subordinated Lender assigns its rights to any Award to Lender up to otherwise if an amount equal to the then outstanding amount Event of the LoanDefault has occurred and is continuing). Subordinated Lender agrees to promptly, upon request by Lender, Borrower shall execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions all instruments reasonably requested required by Lender to further evidence permit such participation. With respect to any Casualty or Condemnation in which the foregoing agreement Net Proceeds or the costs of completing the Restoration are reasonably expected to exceed the Net Proceeds Threshold (although failure and otherwise if an Event of Subordinated Default has occurred and is continuing), Borrower shall cooperate with Lender to do so in obtaining for Lender the benefits of any Insurance or Condemnation Proceeds lawfully or equitably payable in connection with each Individual Property, and Lender shall not affect be reimbursed by Borrower for any reasonable expenses actually incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and the foregoing agreement)payment by Borrower of the expense of an appraisal on behalf of Lender in case of Casualty or Condemnation affecting any Individual Property or any part thereof) from such Insurance or Condemnation Proceeds, as applicable. If the amount an Event of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess AwardDefault exists, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how may, at Lender’s option, retain and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoingapply, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with Section 2.8(C) hereof, the terms and provisions balance of the Loan Documents. Any portion Insurance or Condemnation Proceeds toward reduction of the Award made available to the Borrower for the repair Obligations whether or restoration of the Project not then due and payable in such order, priority and proportions as Lender in its sole discretion shall not be subject to attachment by Subordinated Lender.deem proper

Casualty and Condemnation. In the event of a casualty (a) If any Casualty occurs to the buildings or improvements constructed on any portion of the Project or a condemnation or taking Related Premises, Tenant shall give Landlord and Lender immediate notice thereof. Landlord and Lender are hereby authorized to adjust, collect and compromise, in their discretion and upon notice to Tenant (except that no notice to Tenant shall be required if an Event of Default has occurred and is continuing), all claims under a power of eminent domain of all or any portion of the Projectinsurance policies required by Paragraph 16(a) (except public liability insurance claims payable to a Person other than Tenant, Lender shall have a first and prior interest in Landlord or Lender) and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lenderon behalf of Tenant all necessary proofs of loss, a written confirmation of the terms set forth in the immediately preceding sentence receipts, vouchers and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and releases required by the Subordinated Loan Documentsinsurers. Provided that no Event of Default has occurred and is continuing, Tenant shall be paid entitled to participate with Landlord and Lender in any adjustment, collection and compromise of the Net Award payable in connection with a Casualty. Tenant agrees to sign, upon the request of Landlord or at the direction of Subordinated Lender, unless other Persons have claimed all such proofs of loss, receipts, vouchers and releases. Each insurer is hereby authorized and directed to make payment under said policies, including return of unearned premiums, directly to Landlord or, if required by the right Mortgage, to such awards or proceedsLender instead of to Landlord and Tenant jointly, in which case Lender shall only be required to provide notice to Subordinated Lender and Tenant hereby appoints each of such excess Award Landlord and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as Tenant's attorneys-in-fact to how and endorse any draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by that any Mortgage so provides. 23 (b) Tenant, immediately upon receiving a Condemnation Notice, shall notify Landlord and Lender thereof. Landlord and Lender are authorized to collect, settle and compromise, in their discretion (and, if no Event of Default exists, upon notice to Tenant), the terms amount of any Net Award. Provided that no Event of Default has occurred and conditions is continuing, Tenant shall be entitled to participate with Landlord and Lender in any Condemnation proceeding or negotiations under threat thereof and to contest the Condemnation or the amount of the Loan Documents Net Award therefor. No agreement with any condemnor in order settlement or under threat of any Condemnation shall be made by Tenant without the written consent of Landlord and Lender. Subject to repair and restore the Project in accordance with the terms and provisions of this Paragraph 17(b), Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by reason of any Condemnation, whether the Loan Documents. Any portion same shall be paid or payable for Tenant's leasehold interest hereunder or otherwise; but nothing in this Lease shall impair Tenant's right to any award or payment on account of Tenant's trade fixtures, equipment or other tangible property which is not part of the Award made available Equipment, moving expenses or loss of business, if available, to the Borrower extent that and so long as (i) Tenant shall have the right to make, and does make, a separate claim therefor against the condemnor and (ii) such claim does not in any way reduce either the amount of the award otherwise payable to Landlord for the repair Condemnation of Landlord's fee interest in the Leased Premises or restoration the amount of the Project award (if any) otherwise payable for the Condemnation of Tenant's leasehold interest hereunder. The rights of Landlord under this Paragraph 17(b) shall not also be subject extended to attachment by Subordinated LenderLender if and to the extent that any Mortgage so provides.

Casualty and Condemnation. In Section 19 (Destruction) and Section 20 (Eminent Domain) of the event Master Lease incorporated herein are further modified to provide that if by operation of either of those two sections the Master Lease is not terminated and continues in full force and effect, this Sublease shall not be terminated but shall also continue in full force and effect, except that until the Sublease Premises are restored in accordance with the applicable section of the Master Lease there shall be a proportionate abatement (effective as of the date of such casualty or condemnation) of the Sublease Base Rent and Sublease Additional Rent payable hereunder to the buildings or improvements constructed on any portion of the Project or a condemnation or taking under a power of eminent domain of extent that all or any portion of the Project, Lender shall have Sublease Premises are rendered Untenantable by reason of a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan DocumentsCasualty; provided, however, and either that such abatement shall in no event exceed the Loan has been paid in full or Borrower is entitled abatement granted to a remittance of same Sublandlord under the Loan Documents other than Master Lease for the Sublease Premises and, provided, further, that no compensation or claim or reduction will be allowed or paid by Sublandlord by reason of inconvenience, annoyance or injury to restore Subtenant’s business arising from the Project, such excess Award or portion to be so remitted to Borrower shall, necessity of effecting repairs to the extent permitted in the Loan Documents and Sublease Premises or any portion of any Building, whether such repairs are required by operation of the Subordinated Loan Documents, be paid to applicable section of the Master Lease or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims theretoprovision of the Master Lease. In the event that any such casualty or condemnation occurs during the Net Rental Abatement period or the Offset Abatement Period (defined in Paragraph 30 below), the Net Rental Abatement Period and/or the Offset Abatement Period, as the case may be, shall be suspended until such abatement as described herein shall have ended, at which point the Net Rental Abatement Period and/or the Offset Abatement Period, as applicable, will continue. From and after the Substantial Occupancy Date, Sublandlord shall have no obligation to rebuild or restore the Sublease Premises or any portion of the Building after a casualty or condemnation but shall remit to Subtenant for restoration purposes any competing claims insurance proceeds or condemnation award it receives from Master Landlord. Sublandlord shall have no obligation and shall not be liable to Subtenant for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making damages or other compensation if Master Landlord exercises a claim to termination right under the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, Master Lease in the event of a casualty or condemnation. In the event Sublandlord has the right to terminate the Master Lease, Lender Sublandlord (x) shall release not exercise such right without the Award from any express written consent of Subtenant, and (y) shall promptly exercise such event right upon the written direction of Subtenant to do so. For the Borrower avoidance of doubt, if and the Master Lease terminates pursuant to the extent required by the terms and conditions Section 19 (Destruction) or Section 20 (Eminent Domain) of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated LenderMaster Lease, this Sublease will terminate simultaneously.

Casualty and Condemnation. In the event (a) If any Casualty occurs to any Related Premises, Tenant shall give Landlord and Lender immediate notice thereof. Landlord and Lender are hereby authorized to adjust, collect and compromise, in their discretion and upon notice to Tenant (except that no notice to Tenant shall be required if an Event of a casualty to the buildings or improvements constructed on Default has occurred and is continuing), all claims under any portion of the Project insurance policies required by Paragraph 16(a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or a condemnation or taking under a power Lender) and to execute and deliver on behalf of eminent domain Tenant all necessary proofs of all or loss, receipts, vouchers and releases required by the insurers. Provided that no Event of Default has occurred and is continuing, Tenant shall be entitled to participate with Landlord and Lender in any portion adjustment, collection and compromise of the ProjectNet Award payable in connection with a Casualty. Tenant agrees to sign, upon the request of Landlord or Lender, all such proofs of loss, receipts, vouchers and releases. If Landlord or Lender so requests, Tenant shall adjust, collect and compromise any and all such claims, and Landlord and Lender shall have a first the right to join with Tenant therein. Any adjustment, settlement or compromise of any such claim shall be subject to the prior written approval of Landlord and prior interest in Lender, such approval not to be unreasonably withheld or delayed, and Landlord and Lender shall have the right to any payments, awards, proceeds, distributionsprosecute or contest, or consideration arising from to require Tenant to prosecute or contest, any such event (the “Award”)claim, adjustment, settlement or compromise. Subordinated Lender acknowledges Subject to Paragraph 19(d) below, each insurer is hereby authorized and agrees that so long as the Loan is outstandingdirected to make payment under said policies, it has no lien on or security interest in any Awardincluding return of unearned premiums, nor any rights with respect directly to any Award except as expressly provided in this AgreementLandlord or, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and if required by the Subordinated Loan DocumentsMortgage, be paid to or at the direction Lender instead of Subordinated Lenderto Landlord and Tenant jointly, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender and Tenant hereby appoints each of such excess Award Landlord and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as Tenant’s attorneys-in-fact to how and endorse any draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documentsthat any Mortgage so provides. Any portion of the Award made available Notwithstanding anything to the Borrower for contrary set forth in this Paragraph 17(a), so long as no Event of Default shall be continuing, Tenant shall have the repair right to adjust, settle and compromise, and to execute all proofs of loss, receipts, vouchers and releases with respect to, any and all claims under this Paragraph 17(a), provided that Landlord and Lender shall retain the right to join with Tenant therein; and provided further that any adjustment, settlement or restoration compromise of the Project any such claim by Tenant shall not be subject to attachment by Subordinated the prior written approval of Landlord and Lender, such approval not to be unreasonably withheld or delayed.

Casualty and Condemnation. In the event of a casualty (a) Subject to the buildings provisions of this Article XIV, if all or improvements constructed on any a portion of the Project Facility is subject to a Casualty or a condemnation if the use, access, occupancy, easement rights or taking under a power of eminent domain of all title to the Facility or any portion part thereof, is the subject of a Condemnation, then (i) in the case of any Casualty where the cost of restoration of the ProjectFacility is less than or equal to $1,000,000, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights insurance proceeds payable with respect to such Casualty shall be paid directly to the Lessee, or if received by the Lessor or the Lenders, shall be paid over to the Lessee for the reconstruction, refurbishment and repair of the Facility, (ii) in the case of any Award except as expressly provided in this AgreementCasualty not constituting a Significant Casualty where the cost of restoration of the Facility is greater than $1,000,000, any insurance proceeds payable with respect to such Casualty shall be paid directly to the Lessor, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to at the then outstanding amount option of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement Lessee (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion x) to be so remitted to Borrower shallapplied, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions then prevailing construction loan guidelines of the Loan Documents. Any portion Lenders, to reimburse the Lessee for the reconstruction, refurbishment and repair of the Award made available Facility, or (y) to be applied toward the payment of the Lease Balance with respect to the Borrower Facility, (iii) in the case of a Significant Casualty, any insurance proceeds payable with respect to such Casualty shall be paid to the Lenders to be applied in the Lenders' discretion to the restoration of the Facility or toward the payment of the Lease Balance with respect to the Facility and (iv) in the case of a Condemnation of any part of the Land (not including the Facility) that does not render the Facility unsuitable for continued use as property of the type of the Facility immediately prior to such Condemnation, any award or compensation relating thereto shall be paid to the Lessee and in the case of all other Condemnations such award or compensation shall be paid to the Lenders to be applied in their reasonable discretion to the restoration of the Property or toward the payment of the Lease Balance; provided, however, that if a Lease Event of Default shall have occurred and be continuing, all such awards, compensation or insurance proceeds shall be paid directly to the Lenders or, if received by the Lessee, shall be held in trust for the Lenders, and shall be paid over by the Lessee to the Lenders (or, if the Loans have been fully paid, to the Lessor). If, contrary to such provision, any such award, compensation or insurance proceeds are paid to the Lessee or the Lessor rather than to the Lenders, the Lessee and the Lessor, as the case may be, hereby agree to transfer any such payment to the Lenders. All amounts held by the Lessor or the Lenders when a Lease Event of Default exists hereunder on account of any award, compensation or insurance proceeds either paid directly to the Lessor or the Lenders or turned over to the Lessor or the Lenders shall either be (i) paid to the Lessee for the repair of damage caused by such Casualty or restoration Condemnation in accordance with paragraph (d) of this Section 14.1, or (ii) applied to the purchase price of the Project shall not be subject Facility on the date of purchase pursuant to attachment by Subordinated LenderSection 15.1 hereof or the Lessor's remedies pursuant to Article XVI hereof, with any Excess Proceeds being payable to the Lessee.

Casualty and Condemnation. (a) In the event of a fire or other casualty to in the buildings Subleased Premises, the Common Area or improvements constructed on any other portion of the Project Building (a “Casualty”) where Sublessee’s access to and/or occupancy of the Subleased Premises is materially affected, the Sublease Base Rent and Sublessee’s Share of Operating Costs and Taxes shall be proportionately abated to the extent and for such period that the Casualty or a condemnation the damage resulting therefrom prevents Sublessee from conducting its ordinary business operations in the Subleased Premises, but only to the extent Sublessor receives rent abatement from Landlord under the Master Lease and then only to the extent that the proportionate share of rentable square footage of the Subleased Premises bears to the total Master Lease Premises rendered unfit for occupancy. If the time estimated by the Landlord to repair or taking under a power of eminent domain of all restore the Subleased Premises or any portion of the ProjectBuilding necessary for Sublessee’s occupancy exceeds ninety (90) days, Lender shall have a first and prior interest Sublessee may, in and its sole discretion, elect to any payments, awards, proceeds, distributions, terminate this Sublease within thirty (30) days after the Landlord’s notice or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount determination of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceedsrepairs, in which case Lender shall only be required to provide notice to Subordinated Lender event the date of such excess Award and termination of any other claims theretothis Sublease shall be deemed the last day of the Sublease Term. In the event of any competing claims for any such excess AwardIf Sublessee does not elect to terminate this Sublease, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoingSublessor, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required it is entitled to do so under the Master Lease following a Casualty, may elect to terminate the Master Lease in its sole discretion. If neither the Landlord or Sublessor elect to terminate the Master Lease or Sublessee does not elect to terminate this Sublease, the obligation to restore the Subleased Premises shall be borne by the Landlord, and not Sublessor, on the terms and conditions of the Loan Documents in order Master Lease (and Sublessor’s sole obligation shall be to repair and restore any Alterations constructed within the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available Subleased Premises prior to the Borrower for Sublease Commencement Date, the repair or restoration of improvements Sublessor has agreed to construct and/or provide pursuant to Sublessor’s Work and the Project shall not be subject to attachment by Subordinated Lender3rd Floor Inventory).

Casualty and Condemnation. In Sublessee shall promptly advise Sublessor if the event 23rd Floor Premises are damaged by fire or casualty. Notwithstanding anything to the contrary contained in this Sublease or in the Prime Lease, if the whole or any part of the 23rd Floor Premises shall be damaged by fire or casualty or is the subject of a casualty to the buildings or improvements constructed on any portion of the Project or a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreementcondemnation, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to if the Prime Lease is not terminated on account thereof by the Prime Landlord or Sublessor, then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so this Sublease shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid remain in full or Borrower is entitled force and effect and Sublessee’s obligation to a remittance of same under pay Base Rent and any additional rent for the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender 23rd Floor Premises shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower xxxxx if and to the extent required Base Rent and additional rent, as the case may be, payable by Sublessor under the Prime Lease for the 23rd Floor Premises is abated pursuant to the terms and conditions of the Loan Documents in order Prime Lease, provided, however, that if Sublessor is entitled to repair and restore terminate the Project in accordance with Prime Lease by reason of such casualty or condemnation, Sublessee may terminate this Sublease as to any corresponding part of the 23rd Floor Premises by written notice to Sublessor prior to the time Sublessor is required to give notice to Prime Landlord under the terms and provisions of the Loan DocumentsPrime Lease and this Sublease shall so terminate provided further that the Prime Lease and all Sublessor’s obligations under the Prime Lease with respect to the 23rd Floor Premises are correspondingly terminated. Any portion Sublessor shall not terminate or consent to termination of the Award made available Prime Lease in the event of casualty or condemnation pursuant to the Borrower terms of the Prime Lease without prior written consent of Sublessee, provided on condition that if Sublessee denies its consent to any such termination, then Sublessee shall pay all rent, costs and expenses, if any, payable with respect to or by reason of the decision not to terminate the Prime Lease including, without limitation, all rent and additional rent payable under the Prime Lease for the repair or restoration 23rd Floor Premises and the 25th Floor Premises, and shall indemnify and hold harmless Sublessor for all damages, costs and expenses that Sublessor incurs as a result of the Project shall Sublesee’s choice not be subject to attachment by Subordinated Lenderconsent to such termination.

Casualty and Condemnation. In the event of a casualty If at any time prior to the buildings or improvements constructed on any portion of the Project or a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights Completion Date with respect to any Award except as expressly provided Building there occurs a Casualty or the Lessor or the Construction Agent receives notice of a Condemnation, then, in this Agreementeach case the Construction Agent shall promptly and diligently take all commercially reasonable and practical steps to cause the Construction of the related Building to be completed substantially in accordance with the Plans and Specifications and with the terms hereof, and Subordinated Lender assigns its rights cause the Completion Date to any Award occur on or prior to Lender up the Scheduled Construction Termination Date. The Construction Agent shall use all insurance proceeds or Awards received by it with respect to such Casualty or Condemnation, as the case may be, to pay the construction costs incurred in connection with such rebuilding or restoration. The Lessor shall make all insurance proceeds or Awards received with respect to such Casualty or Condemnation available to the Construction Agent to reimburse the Construction Agent for, or to pay, all construction costs incurred in connection with such rebuilding or restoration. To the extent that such insurance proceeds are insufficient to pay such construction costs, such construction costs shall be paid with the proceeds of Advances made pursuant to the Master Agreement. In the event that the insurance proceeds or Awards, plus the remaining Commitments are insufficient to cover the costs of such rebuilding, then the Funding Parties shall be obligated to increase their Commitments (on a pro rata basis) in an aggregate amount equal to such deficiency, (any Advances made pursuant to such increase, called the then outstanding amount "Additional Amounts") provided that (i) the unused fee on such increased Commitments and the interest rate and Lessor Rate on such Additional Amounts shall be at such rate as the Funding Parties and ChoicePoint mutually agree, (ii) the Construction Agent delivers an appraisal of the Loanrelated Leased Property from the Appraiser that is satisfactory to the Agents and the Funding Parties, in their sole discretion and (iii) each Funding Party has received all necessary credit approvals for such increase. Subordinated Lender agrees to promptlyIn the event that Lessor does not make such insurance proceeds or Advances available, upon request by Lender, execute and deliver to Lender and/or to any other party or the Commitments are not increased as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence previous sentence, then notwithstanding any other provision of this Agreement, the Construction Agent may elect to return the affected Leased Property (including all insurance proceeds and take sure other actions reasonably requested condemnation awards with respect thereto) to the Lessor in accordance with Section 5.6 by Lender delivering written notice of such election to further evidence the foregoing agreement Agent within thirty (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount 30) days of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full related Casualty or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceedsCondemnation, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In event the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project Construction Agent shall not be subject have any obligation to attachment by Subordinated Lenderpay the Construction Failure Payment with respect to such Leased Property.

Casualty and Condemnation. In the event of a casualty (a) If any Casualty to the buildings or improvements constructed on Leased Premises occurs Tenant shall give Landlord and Lender immediate notice thereof. So long as no Event of Default exists Tenant is hereby authorized to adjust, collect and compromise all claims under any portion of the Project insurance policies required by Paragraph 16(a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or a condemnation Lender) and to execute and deliver on behalf of Landlord and Lender all necessary proofs of loss, receipts, vouchers and releases required by the insurers and Landlord shall have the right, if Tenant shall fail to do so, to join with Tenant therein. Any final adjustment, settlement or taking under a power compromise of eminent domain any such claim shall be subject to the prior written approval of all Landlord, and Landlord shall have the right, if Tenant shall fail to do so, to prosecute or contest, or to require Tenant to prosecute or contest, any portion such claim, adjustment, settlement or compromise. If an Event of Default exists, Tenant shall not be entitled to adjust, collect or compromise any such claim or to participate with Landlord in any adjustment, collection and compromise of the ProjectNet Award payable in connection with a Casualty. Tenant agrees to sign, Lender shall have a first upon the request of Landlord, all such proofs of loss, receipts, vouchers and prior interest in releases. Each insurer is hereby authorized and directed to make payment under said policies directly to Proceeds Trustee instead of to Landlord and Tenant jointly, and Tenant hereby appoints Proceeds Trustee as Tenant's attorneys-in-fact to endorse any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”)draft therefor. Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any The rights of Landlord under this Paragraph 17(a) with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its the rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender Landlord under the Loan Documents, however, second and either the Loan has been paid in full or Borrower is entitled third sentences of this Paragraph 17(a) shall be extended to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated that is an Institutional Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms that any Mortgage so provides, and conditions of the Loan Documents Tenant is notified in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lenderwriting thereof.

Casualty and Condemnation. In the event of If there is a casualty to the buildings taking or improvements constructed on any portion of the Project or a threatened taking by condemnation or taking under the exercise of a power of eminent domain of all (collectively, a “Taking”) or the Property is damaged or destroyed by fire or some other hazard (collectively, a “Casualty”), THDA agrees that its right to participate in any portion of action, adjustment, settlement, award, or insurance proceeds resulting from the Project, Taking or Casualty (under the THDA Loan Documents or otherwise) is subordinate to [Senior/Private] Lender’s rights under the [Senior/Private] Loan Documents. [Senior/Private] Lender shall have the sole right to determine how the proceeds or award received due to a first Taking or Casualty shall be applied, but agrees to consult with THDA in good faith regarding the application of such amounts. If [Senior/Private] Lender makes insurance proceeds or a condemnation award to which it is entitled under the [Senior/Private] Loan Documents available to Borrower for the restoration of the Property, THDA shall also make available to Borrower for the purpose of restoration the insurance proceeds or condemnation award (if any) to which it is entitled under the THDA Loan Documents. If [Senior/Private] Lender applies such proceeds or award towards payment of the [Senior/Private] Loan, its rights and prior interest interests in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (amounts shall terminate upon the “Award”). Subordinated Lender acknowledges and agrees that so long as the [Senior/Private] Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been being paid in full or Borrower is entitled and any excess shall be promptly delivered to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to THDA and will be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project applied in accordance with the terms and provisions of the THDA Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated LenderAgreement.

Casualty and Condemnation. (A) In the event of a casualty Casualty or Condemnation at any Individual Property (other than non-material Casualty at an Individual Property involving damages of less than $100,000, when aggregated with any other then unrestored Casualty damage at the applicable Individual Property), Borrower shall (or shall cause Mortgage Borrower to) give prompt written notice of the same to the buildings or improvements constructed on any portion of the Project or a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior interest in insurance carrier and to any paymentsLender and shall promptly commence and diligently prosecute to completion, awardsin accordance with the terms hereof, proceeds, distributions, the repair and restoration of such Individual Property as nearly as possible to the condition of such Individual Property prior to the casualty or consideration arising from any such event loss (the a “AwardRestoration”). Subordinated Borrower shall cause Mortgage Borrower to pay all costs of the Restoration whether or not such costs are covered by Insurance or Condemnation Proceeds. Lender acknowledges and agrees that so long as may, subject to the Loan is outstandingrights of Mortgage Lender, it has no lien on or security interest participate in any Awardsettlement discussions with any insurance companies concerning a Casualty, nor and any rights settlement discussions with any Governmental Authority with respect to a Condemnation (and shall have the right to approve any final settlement with respect to either) with respect to any Award except as expressly provided Casualty or Condemnation in this Agreement, which the Net Proceeds or the costs of completing the Restoration are reasonably expected to exceed the Net Proceeds Threshold (and Subordinated Lender assigns its rights otherwise if an Event of Default has occurred and is continuing). Borrower shall and shall cause Mortgage Borrower to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions all instruments reasonably requested required by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender permit such participation. With respect to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full any Casualty or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, Condemnation in which case the Net Proceeds or the costs of completing the Restoration are reasonably expected to exceed the Net Proceeds Threshold (and otherwise if an Event of Default has occurred and is continuing), any Net Proceeds in connection with any Casualty shall be due and payable solely to Mortgage Lender shall only be required to provide notice to Subordinated and held by Mortgage Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Mortgage Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be Agreement, subject to attachment by Subordinated LenderSection 6.2(D)(ii) below.

Casualty and Condemnation. In the event of a casualty (a) Subject to the buildings or improvements constructed on any portion provisions of the Project or a condemnation or taking under a power of eminent domain of this Article XIV, if all or any portion of the ProjectLeased Property suffers a Casualty during the Term (other than a Significant Casualty as to which a Termination Notice has been given), Lender Lessee shall have control the negotiations with the relevant insurer (unless a first and prior interest Default or an Event of Default exists in and which case Lessor shall be entitled to control such negotiations) and, except as otherwise provided in this Section 14.1, any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights insurance proceeds payable with respect to any Award except as expressly provided such Casualty up to $37,500,000 individually and $75,000,000 in this Agreementthe aggregate shall be paid directly to Lessee, or if received by Lessor, the Administrative Agent or the Participants, shall be paid over to Lessee and shall be used by Lessee solely for the reconstruction, restoration and repair of such Leased Property, and Subordinated Lender assigns its rights if the use of, access to, occupancy of or title to the Leased Property or any Award part thereof is the subject of a Condemnation (other than a Significant Condemnation as to Lender which a Termination Notice has been given), then any award or compensation relating thereto up to an amount equal $37,500,000 individually and $75,000,000 in the aggregate shall be paid directly to Lessee, or if received by Lessor, the then outstanding amount Administrative Agent or the Participants, shall be promptly paid over to Lessee and shall be used by Lessee for the restoration of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributedLeased Property. Notwithstanding the foregoing, if any Event of Default or Default shall have occurred and be continuing, such award, compensation or insurance proceeds shall be paid directly to the Administrative Agent or, if received by Xxxxxx, shall be held in trust for the event Participants and shall be paid over by Lessee to the Administrative Agent. All amounts held by Lessor or the Administrative Agent on account of any award, Table of Content compensation or insurance proceeds either paid directly to Lessor or the Administrative Agent or turned over to Lessor or the Administrative Agent shall be distributed to Lessee and used by Lessee to restore the Leased Property as required herein, provided, however, in each case after the occurrence and during the continuance of a casualty Default or condemnation, Lender an Event of Default shall release at the Award from any such event to option of Lessor (at the Borrower if and to the extent required by the terms and conditions direction of the Loan Documents in order Required Participants) either be (A) paid to Lessee for the repair and restore the Project of damage caused by such Casualty or Condemnation in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available this clause (a), or (B) applied to the Borrower for Lease Balance and any other amounts owed by Lessee under the repair or restoration of the Project shall not be subject to attachment by Subordinated LenderOperative Documents in accordance with Article XVI.

Casualty and Condemnation. In (a) During the event Lease Term for any Leased Asset, subject to the provisions of this Article XVIII and Article XIX, if all or a portion of such Leased Asset is damaged or destroyed in whole or in part by a Casualty, then in the case of a casualty Casualty where the cost of restoration of the affected Leased Asset in the reasonable judgment of the Lessor is (x) less than or equal to the buildings or improvements constructed on Threshold Amount, any portion of the Project or a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights insurance proceeds payable with respect to such Casualty shall be paid directly to the Lessee, or if received by the Lessor or Collateral Agent, shall be paid over to Lessee for the reconstruction, refurbishment and repair of such Leased Asset, (y) greater than the Threshold Amount, any Award except insurance proceeds payable with respect to such Casualty shall be paid to the Collateral Agent and applied in reduction of the Lease Balance for such Leased Asset; provided that if no Event of Default has occurred and is continuing and within 60 days after the occurrence of such event of Casualty, Lessee submits to the Lessor a Responsible Employee's Certificate to the effect that such Leased Asset can be fully restored to the condition required under this Lease within the earlier to occur of the Expiration Date for such Leased Asset and 18 months after the occurrence of such event of Casualty and as expressly provided to the cost of such restoration (accompanied by an Architect's certificate as to the foregoing matters) together with a statement as to Lessee's affirmative ability to finance such restoration, then upon receipt of such certificate(s) in this Agreementform and substance reasonably satisfactory to the Lessor, and Subordinated Lender assigns its rights the Lessor shall direct the Collateral Agent to any Award to Lender up transfer such insurance proceeds to an amount equal escrow agent acceptable to Lessor and Lessee (the "Escrow Agent") to be held on such terms and conditions and escrow arrangements, in form and substance satisfactory to the then outstanding amount Lessor and the Lessee, pending disbursement to the Lessee of insurance proceeds solely for the purpose of reconstructing, refurbishing and repairing such Leased Asset in the manner contemplated by the Construction Agency Agreement with respect to Construction of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute Improvements and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documentssubsection 18.1(f) below; provided, however, that if an Event of Default shall have occurred and either be continuing, or if any of the Loan has been foregoing conditions are not satisfied or complied with, such insurance proceeds shall be paid directly to the Collateral Agent for application in full reduction of the Lease Balance for such Leased Asset. If, contrary to such provision, any such award, compensation or Borrower is entitled insurance proceeds are paid to a remittance of same under the Loan Documents other Lessee rather than to restore the ProjectLessor, the Lessee hereby agrees to hold the same in trust for the benefit of the Lessor and to transfer promptly any such excess Award or portion to be so remitted to Borrower shall, payment to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated LenderLessor.

Casualty and Condemnation. In (a) Borrower shall give prompt written notice to Lender of any Casualty or Condemnation or of the event actual or threatened commencement of proceedings that would result in a Condemnation, in each case that resulted in or would reasonably be expected to result in a loss of at least $250,000. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a casualty to the buildings or improvements constructed on any portion of the Project or a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shallCondemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the Loan Documents carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld, delayed or conditioned in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and required adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Threshold Amount if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable actual and documented expenses incurred by Lender in the Subordinated Loan Documentsadjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) All Loss Proceeds in excess of $250,000 from any Casualty or Condemnation shall be remitted directly to Lender for deposit into the Loss Proceeds Account 77 [AM_ACTIVE 400655008_12] (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Following the occurrence of a Casualty, Borrower, regardless of whether proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the applicable Property to be paid of at least equal value and of substantially the same character as prior to or at the direction Casualty. Lender shall disburse the Loss Proceeds to Borrower pursuant to this Section in accordance with procedures customarily used by lenders for the disbursement of Subordinated Lender, unless other Persons have claimed the right to such awards or construction loan proceeds, including Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the alteration and (ii) such architect’s certificates, conditional waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for such restoration be submitted to and approved by Lender prior to commencement of work (which case Lender approval shall only not be required unreasonably withheld, delayed or conditioned). For the avoidance of doubt, at Borrower’s option, such disbursements of Loss Proceeds may be made either to provide notice reimburse Borrower for payments made by Borrower for the costs of restoring, repairing, replacing or rebuilding such Property, or to Subordinated Lender of pay for such excess Award and of costs as they are incurred. If, at any other claims thereto. In the event of any competing claims for any such excess AwardProperty, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award Condemnation or a final order of a court of competent jurisdiction directing Lender Casualty occurs as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoingwhich, in the event reasonable judgment of Lender: (i) in the case of a casualty or condemnationCasualty, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions cost of restoration would not exceed 25% of the applicable Allocated Loan Documents Amount and the Casualty does not render untenantable, or result in order to repair and restore the Project in accordance with the terms and provisions cancellation of Leases covering, more than 25% of the Loan Documents. Any portion gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the Award made available to base contractual rental revenue of such Property; (ii) in the Borrower for case of a Condemnation, (i) the repair Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of the Property, and (ii) the restoration of the Project Property would be deemed feasible by a prudent Lender acting reasonably based on the nature of the Condemnation; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) after such restoration, the fair market value of such Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of such Property; or if Lender otherwise elects to allow Borrower to apply Loss Proceeds toward the restoration of such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable actual and documented expenses incurred by Lender in connection therewith shall not be subject applied to attachment by Subordinated Lender.the cost of restoring, repairing, 78 [AM_ACTIVE 400655008_12]

Casualty and Condemnation. In the event (a) The provisions of a casualty this Paragraph 17 shall, unless otherwise expressly stated herein to the buildings contrary, apply solely with respect to a Casualty or improvements constructed on any portion of Condemnation affecting the Project or a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstandingLeased Premises, it has no lien on being agreed that the rights and obligations of Tenant or security interest in any Award, nor any rights the Condominium with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to casualty or condemnation affecting the Land or Building (but not the Leased Premises) shall be governed by the terms of the Condominium Documents. If any Award to Lender up to an amount equal Casualty to the then outstanding amount Leased Premises occurs, Tenant shall give Landlord and Lender prompt notice thereof. So long as no Event of Default exists Tenant is hereby authorized to adjust, collect and compromise all claims under any of the Loan. Subordinated Lender agrees insurance policies required by Paragraph 16(a) (except public liability insurance claims payable to promptlya Person other than Tenant, upon request by Landlord or Lender, ) and to execute and deliver on behalf of Landlord all necessary proofs of loss, receipts, vouchers and releases required by the insurers and Landlord shall have the right to Lender and/or to join with Tenant therein; provided that, any other party as so directed by Lenderfinal adjustment, a written confirmation settlement or compromise of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is any such claim in excess of all amounts owed the Threshold Amount shall be subject to Lender under the Loan Documents, howeverprior written approval of Landlord, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons Landlord shall have claimed the right to such awards prosecute or proceedscontest, in which case Lender shall only be required or to provide notice require Tenant to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for prosecute or contest, any such excess Awardclaim, Lender adjustment, settlement or compromise. If an Event of Default exists, Tenant shall continue not be entitled to hold adjust, collect or compromise any such excess claim or to participate with Landlord in any adjustment, collection and compromise of the Net Award until Lender receives an agreement signed by payable in connection with a Casualty, and Tenant agrees to sign, upon the request of Landlord, all Persons making a claim such proofs of loss, receipts, vouchers and releases. Each property insurer shall make all payments under their respective policies consistent with the provision stating that Landlord is loss payee as its interests may appear, provided that if payment is made to the excess Award or a final order Landlord and Tenant jointly, Tenant hereby appoints each of a court of competent jurisdiction directing Landlord and Lender as Tenant's attorneys-in-fact to how and endorse any draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and that any Mortgage so provides. The provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project this Paragraph 17 shall not be subject apply to attachment any insurance proceeds obtained by Subordinated LenderTenant with respect to Tenant's Personal Property.

Casualty and Condemnation. In the event of a casualty there is any damage to the buildings Real Property or improvements constructed on destruction of any improvement thereon or condemnation of any portion of the Project Property after the Agreement Date, Buyer shall be required to purchase the Property with a credit against the Purchase Price otherwise due hereunder equal to the amount of any insurance proceeds or condemnation awards actually collected by Seller prior to the Closing as a condemnation result of any such damage or taking under a power destruction or condemnation, plus the amount of eminent domain of all any insurance deductible or any portion uninsured amount or retention, less any sums expended by Seller prior to the Closing for the restoration or repair of the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”)Property. Subordinated Lender acknowledges and Seller agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights will maintain its present casualty insurance policy with respect to any Award the Property in full force and effect until the Closing. If the insurance proceeds or condemnation awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer, except as expressly provided to the extent needed to reimburse Seller for sums it expended prior to the Closing for the restoration or repair of the Property. Notwithstanding the foregoing, if the Property shall be damaged or destroyed by a casualty or shall be condemned, to the extent that the cost of repair or restoration to substantially the same condition existing prior to such casualty (or, in this Agreementthe case of a condemnation, and Subordinated Lender assigns its rights to any Award to Lender up to the value of the Property or portion thereof so condemned) would exceed an amount equal to Five Hundred Thousand Dollars ($500,000.00), then Seller shall give Buyer prompt notice thereof and the then outstanding amount Buyer may, at its option to be exercised by delivery of written notice to Seller within five (5) business days of Seller's notice to the Buyer of the Loanoccurrence of such casualty or condemnation, elect not to purchase the Property under this Agreement. Subordinated Lender agrees If Buyer so duly elects not to promptlypurchase the Property, upon request by Lender, execute this Agreement shall terminate and deliver neither party shall have any further rights or obligations under this Agreement other than those expressly stated to Lender and/or survive the termination of this Agreement. Any dispute as to any other party as so directed by Lender, the costs of such repair or restoration or value of a written confirmation condemned portion of the terms set forth in Property shall be referred to a licensed architect jointly selected by Buyer and Seller for resolution, and the immediately preceding sentence determination of such architect, which shall be made within a period of twenty (20) days after such submittal by the parties, shall be final, conclusive and take sure other actions reasonably requested by Lender to further evidence binding on the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement)parties. If the amount of parties shall fail to agree upon the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender identity of such excess Award and architect within five (5) business days after either party has notified the other of its choice of architect, then either party may at any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue time thereafter apply to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender to appoint immediately such architect. The fees and expenses of such architect shall be paid equally by Buyer and Seller, and the parties shall cooperate with such architect by providing such information as such architect may reasonably require to how and to which Person(s) resolve the excess Award is to be distributeddispute. Notwithstanding the foregoingIf Buyer does not elect, in writing, not to purchase the event Property, Buyer shall be obligated to consummate the purchase of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent Property as required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lenderhereof.

Casualty and Condemnation. In the event of a casualty (a) If any Casualty to the buildings or improvements constructed on any portion Leased Premises occurs, Tenant shall give Landlord and Lender prompt notice thereof. Provided that no Event of the Project or a condemnation or taking under a power of eminent domain of all or any portion of the ProjectDefault has occurred and is continuing, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any and all claims under any of the insurance policies required by Paragraph 16(a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) in an amount of less than $4,000,000.00 (the "Threshold Amount"), Tenant shall be and is hereby authorized to adjust, collect, settle and compromise same, in its reasonable discretion and upon notice to Landlord and any Lender, so long as any such settlement or compromise contains a full and unconditional release of Landlord and Lender from any liability or obligation in connection therewith, if applicable. Only Landlord and Lender are authorized to adjust, collect and compromise, in their discretion, any and all claims under any of the insurance policies required by Paragraph 16(a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) in excess of the Threshold Amount (upon notice to Tenant unless the giving or effectiveness of such notice is prohibited by stay but with out any approval by Tenant if an Event of Default has occurred and is continuing); provided that, if no Event of Default by Tenant shall have occurred and be continuing hereunder, Tenant shall be entitled to participate with Landlord and Lender in any adjustment, collection and compromise of the Net Award payable in connection with a Casualty whether below or in excess of the Threshold Amount and, except in the case of a Casualty where Landlord has delivered a Rejection of Tenant's offer to pay the Termination Amount following a Termination Event as expressly provided described in this AgreementParagraph 18, all final adjustments, settlements or compromises for claims above the Threshold Amount shall nevertheless be subject to the approval of Tenant (such approval not to be unreasonably withheld, delayed or conditioned). Subject to the foregoing, Tenant agrees to sign, upon the request of Landlord and Lender, all such proofs of loss, receipts, vouchers and releases, and Subordinated if Tenant fails to do so or if an Event of Default has occurred and is continuing, Landlord and Lender assigns its rights are each hereby authorized to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lenderon behalf of Tenant all necessary proofs of loss, a written confirmation of the terms set forth in the immediately preceding sentence receipts, vouchers and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and releases required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributedinsurers. Notwithstanding the foregoing, for claims in excess of the event of a casualty or condemnationThreshold Amount, Landlord and Lender shall release have the Award from option to prosecute or contest, or to require Tenant to prosecute or contest, any such event claim, adjustment, settlement or compromise ,and if Landlord or Lender so instructs in writing, Tenant shall prosecute, contest, adjust, collect and compromise any and all such claims at it own cost and expense in accordance with such instructions, and Landlord and Lender shall have the right to join with Tenant therein. Any adjustment, settlement or compromise of any such claim not consistent with such instructions shall be subject to the Borrower prior written approval of Landlord and Lender. Each insurer is hereby authorized and directed to make payment under said policies, including return or unearned premiums, directly to Landlord or, if required by the Mortgage, to Lender instead of to Landlord and Tenant jointly, and Tenant hereby appoints each of Landlord and Lender as Tenant's attorneys-in-fact to endorse any draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to Lender if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lenderthat any Mortgage so provides.

Casualty and Condemnation. In Mortgagor shall give Mortgagee prompt written notice of the event occurrence of a any casualty affecting, or the institution of any proceedings for eminent domain or for the condemnation of, the Property or any portion thereof. All insurance proceeds on the Property payable to Mortgagor pursuant to the buildings Ground Lease or improvements constructed on otherwise, and all causes of action, claims, compensation, awards and recoveries pertaining to Mortgagor for any portion of the Project or a damage, condemnation or taking under a power of eminent domain of all or any portion part of the ProjectProperty or for any damage or injury to it for any loss or diminution in value of the Property, Lender are hereby assigned to and shall have a first be paid to Mortgagee. To the extent that Mortgagor has the right or the option to do so, Mortgagee may participate in any suits or proceedings relating to any such proceeds, causes of action, claims, compensation, awards or recoveries and prior interest Mortgagee is hereby authorized, in its own name or in Mortgagor's name, to adjust any loss covered by insurance or any condemnation claim or cause of action, and to settle or compromise any payments, awards, proceeds, distributions, claim or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest cause of action in any Award, nor any rights with respect to any Award except as expressly provided in this Agreementconnection therewith, and Subordinated Lender assigns its rights Mortgagor shall from time to time deliver to Mortgagee any Award instruments required to Lender up permit such participation; PROVIDED, HOWEVER, THAT Mortgagee shall not have the right to an amount equal participate in the adjustment of any loss payable to Mortgagor which is not in excess of the lesser of (i) ten percent (10%) of the then outstanding amount principal balance of the LoanNote and (ii) $250,000.00. Subordinated Lender agrees Mortgagee shall apply any sums received by it under this Section first to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess payment of all amounts owed to Lender under the Loan Documentsof its costs and expenses (including, howeverbut not limited to, legal fees and disbursements) incurred in obtaining those sums, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Projectthen, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lender.follows:

Casualty and Condemnation. In the event of a casualty (a) Subject to the buildings provisions of this Article XIV, if all or improvements constructed on any a portion of the Project Premises is damaged or destroyed in whole or in part by a condemnation or taking under Casualty (other than a power of eminent domain of all or Significant Casualty), any portion of the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights insurance proceeds payable with respect to any Award except as expressly provided in this Agreementsuch Casualty up to $100,000 shall be paid directly to Lessee, or if received by Agent Lessor or the Participants, shall be paid over to Lessee and shall be used by Lessee solely for the reconstruction, refurbishment and repair of the Premises, and Subordinated Lender assigns its if the use, access, occupancy, easement rights or title to the Premises or any Award to Lender part thereof is the subject of a Condemnation (other than a Significant Condemnation), then any award or compensation relating thereto up to an amount equal Five Million Dollars ($5,000,000) shall be paid to Lessee and shall be used by Lessee solely for the restoration of the Premises. Any insurance proceeds or condemnation award or compensation in excess of Five Million Dollars ($5,000,000) for any single Casualty or Condemnation or which are payable with respect to a Casualty or Condemnation occurring prior to the then outstanding amount Base Term Commencement Date shall be held in trust by Agent Lessor in a segregated account for reimbursement to Lessee from time to time during the course of Lessee's restoration of the LoanPremises and compliance with the provisions of Section 9.1 and to fund the payment of Tranche A Basic Rent and Tranche B Basic Rent and Tranche C Equity Basic Rent accruing on the Certificates and the payment of fees accruing during such period. Subordinated Lender agrees Any such amounts held by Agent Lessor shall be invested by Agent Lessor at the direction of Lessee from time to promptlytime, with all interest and earnings on such investments being payable to Lessee promptly upon request receipt thereof by Lender, execute and deliver Agent Lessor from time to Lender and/or to time. All amounts held by Agent Lessor or any other party as so directed by Lender, a written confirmation of the terms set forth in Participants on account of any award, compensation or insurance proceeds paid directly to or otherwise received by Agent Lessor or any of the Participants shall promptly be remitted to Lessee (or if the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documentsapplicable, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion Agent Lessor) to be so remitted to Borrower shall, to the extent permitted applied in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributedaccordance with this Section 14.1. Notwithstanding the foregoing, if any Lease Event of Default shall have occurred and be continuing, such award, compensation or insurance proceeds shall be paid directly to Agent Lessor or, if received by Lessee, shall be held in trust for the event of a casualty or condemnation, Lender Participants and shall release the Award from any such event be paid over by Lessee to the Borrower if and Agent Lessor to the extent required be distributed by the terms and conditions of the Loan Documents in order to repair and restore the Project Agent Lessor in accordance with the terms Participation Agreement. All amounts held by Agent Lessor on account of any award, compensation or insurance proceeds either paid directly to Agent Lessor or turned over to Agent Lessor, in each case after the occurrence and provisions during the continuance of a Lease Event of Default shall at the option of Agent Lessor (at the direction of the Loan Documents. Any portion of the Award made available Required Participants) either be (A) paid to the Borrower Lessee for the repair of damage caused by such Casualty or restoration of Condemnation in accordance with this clause (a), or (B) applied to the Project shall not be subject to attachment Lease Balance and any other amounts owed by Subordinated LenderLessee under the Operative Documents in accordance with Article XVI.

Casualty and Condemnation. In the event of a casualty Notwithstanding anything to the buildings contrary contained in the Lease, the Mortgage, or improvements constructed on any other loan document executed in connection with the Loan, provided no Event of Default under the Lease shall have occurred and be continuing, if the Tenant’s Premises or any portion thereof is damaged or destroyed, or if any portion of the Project Tenant’s Premises is taken or a condemned, Mortgagee hereby agrees to make any insurance or condemnation or taking under a power of eminent domain of all or any portion proceeds available for the full restoration and repair of the Project, Lender Tenant’s Premises or reimbursement to Tenant of the Unamortized Amount of the Tenant Specific Improvement Funded Amount if Tenant shall have a first and prior interest in and the right to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal payment thereof pursuant to the then outstanding amount terms of the LoanLease. Subordinated Lender agrees Mortgagee’s agreement that insurance proceeds and condemnation awards shall be used for restoration of the Tenant’s Premises in accordance with the terms of the Lease is subject to promptly, upon request by Lender, execute and deliver the fulfillment of the following conditions: (a) delivery to Lender and/or to any other party as so directed by Lender, a written Mortgagee or confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess issuance of all amounts owed to Lender under necessary permits and authorizations for such repair or restoration work from the Loan Documentsvarious governmental authorities having jurisdiction; (b) Mortgagee shall have approved the final plans and specifications for the repair or restoration; provided, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to Mortgagee’s approval shall not be so remitted to Borrower shall, required except to the extent permitted in the Loan Documents final plans and required by specifications materially deviate from the Subordinated Loan Documentsoriginal plans or the improvements as they existed immediately prior to the casualty or condemnation, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to and no such awards or proceeds, in which case Lender approval shall only be required for repairs or restoration work necessary to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender comply with law; (c) Mortgagee shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim have consented to the excess Award general contractor who will perform such repair or a restoration and the contract for such repair or restoration, which consent shall not be unreasonably withheld, conditioned or delayed; (d) Mortgagee shall be satisfied that the insurance or condemnation proceeds are sufficient to repair or restore the damaged property in accordance with the aforementioned final order of a court of competent jurisdiction directing Lender as to how plans and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoingspecifications; provided, however, that in the event of a casualty or condemnationdeficiency, Lender Tenant, at Tenant’s option and in Tenant’s sole discretion, shall release have the Award from right to agree to fund any such event to the Borrower if and to the extent required deficiency, either in cash or by the terms and conditions inclusion of the Loan Documents amortized amount in order Additional Rent, calculated over the remaining term of the Lease at a market rate of interest, and in either such instance, Mortgagee shall not be permitted to repair and restore withhold the Project insurance proceeds or condemnation awards from restoration of the Tenant’s Premises pursuant to this Section 7(d); (e) prior to any disbursement, Mortgagee shall have been reasonably satisfied that the contractor is entitled to such disbursement for completed work done in accordance with the plans and specifications and such work was performed in a workmanlike manner under the terms and provisions of the Loan Documentsconstruction contract; and (f) Tenant shall not have exercised a right to terminate the Lease on *** Confidential material redacted and filed separately with the Commission. Any portion account of the Award made available to casualty or condemnation or shall have had the Borrower for the repair or restoration Lease terminated as a result of the Project shall not be subject to attachment by Subordinated Lendercasualty or condemnation.

Casualty and Condemnation. In the event of a casualty (a) Subject to the buildings or improvements constructed on any portion provisions of the Project or a condemnation or taking under a power of eminent domain of this Article XIV, if all or any portion of the ProjectLeased Property suffers a Casualty during the Term (other than a Significant Casualty as to which a Termination Notice has been given), Lender Lessee shall have a first give notice thereof to Lessor promptly after Lessee has knowledge thereof and prior interest Lessee shall control the negotiations with the relevant insurer (unless an Event of Default exists in which case Lessor shall be entitled to control such negotiations) and, except as otherwise provided in this Section 14.1, and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights insurance proceeds payable by an insurer with respect to any Award except as expressly provided such Casualty up to $50,000,000 individually and $100,000,000 in this Agreementthe aggregate per annum shall be paid directly to the Lessee, or if received by Lessor, the Administrative Agent or the Rent Assignees, shall be paid over to the Lessee and shall be used by Lessee solely for the reconstruction, restoration and repair of such Leased Property, and Subordinated Lender assigns its rights if the use of, access to, occupancy of or title to the Leased Property or any Award part thereof is the subject of a Condemnation (other than a Significant Condemnation as to Lender which a Termination Notice has been given), then any award or compensation relating thereto up to an amount equal $50,000,000 individually and $100,000,000 in the aggregate per annum shall be paid to the then outstanding amount Lessee and shall be used by Lessee solely for the restoration of the LoanLeased Property. Subordinated Lender Lessor hereby agrees to promptly, upon request by Lender, execute and deliver promptly remit to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of Administrative Agent all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled insurance proceeds received with respect to a remittance of same under the Loan Documents other than to restore the Project, such excess Award Casualty or portion to be so remitted to Borrower shall, Condemnation to the extent permitted in the Loan Documents and not required by the Subordinated Loan Documents, to be paid over to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributedLessee under this Section 14.1. Notwithstanding the foregoing, in the event if any Event of a casualty Default shall have occurred and be continuing, such award, compensation or condemnation, Lender insurance proceeds payable by an insurer shall release the Award from any such event be paid directly to the Borrower Administrative Agent or, if received by the Lessee, shall be held in trust for the Participants and shall be paid over by the Lessee to the Administrative Agent. All amounts held by Lessor or Administrative Agent on account of any award, compensation or insurance proceeds either paid directly to Lessor or Administrative Agent or turned over to Lessor or Administrative Agent, to the extent not otherwise required to be paid to the Lessee, shall be held in trust in a segregated account and applied to reimburse the Lessee from time to time during the course of the Lessee’s reconstruction, restoration and/or repair of the Leased Property and compliance with the provisions of Article IX hereof (or to otherwise make payments for any costs and expenses thereof as directed by the terms Lessee); provided, however, in each case after the occurrence and conditions during the continuance of an Event of Default such proceeds shall at the option of Lessor (at the direction of the Loan Documents in order Required Participants) either be (A) paid to the Lessee for the reconstruction, restoration and/or repair and restore the Project of such Leased Property subject to such Casualty or Condemnation in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available this clause (A), or (B) applied to the Borrower for Lease Balance and any other amounts owed by Lessee under the repair or restoration of the Project shall not be subject to attachment by Subordinated LenderOperative Documents in accordance with Article XVI.

Casualty and Condemnation. Borrowers shall and shall cause Property Owners to promptly give Lender written notice of any Casualty or Condemnation. In the event of a casualty to any Casualty or Condemnation or any title claim or defect in respect of which the buildings or improvements constructed on any portion Senior Lender applies Proceeds toward the repayment of the Project or a condemnation or taking under a power Senior Loan in accordance with the Senior Loan Documents, all excess Proceeds remaining after such repayment shall be applied to (x) pay the expenses incurred by Lender of eminent domain of all or any portion of collecting such Proceeds, (y) discharge the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender Debt up to an amount equal to the then outstanding Release Amount of the Ownership Interest relating to the Property at which the applicable Casualty or Condemnation or title claim occurred, and (z) pay the amount of interest theretofore accrued but unpaid in respect of the principal amount of the Loan. Subordinated Lender agrees to promptlyDebt so discharged, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If plus the amount of interest which would have accrued on such principal amount had it remained outstanding through the Award end of the Interest Accrual Period in which such discharge is made (whereupon (1) Borrowers shall be entitled to receive a release of the Lien of the Pledge and the other Loan Documents with respect to the affected Ownership Interest in accordance with and subject to the terms of Section 2.5 hereof, and (2) any Proceeds in excess of all amounts owed those necessary to Lender make the payments described in the previous clauses (x), (y) and (z) shall be released to the Second Mezzanine Loan Deposit Account (whether or not an “Event of Default” has occurred and is continuing under any of the Second Mezzanine Loan Documents) or, however, and either following repayment of the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shallSecond Mezzanine Loan, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims theretoBorrowers). In the event that the Senior Loan is paid in full, the provisions of any competing claims Section 8.1.2 and 8.1.3 of the Senior Loan Agreement as in effect on the date hereof shall apply herein and Borrowers shall cause (a) the applicable Property Owner to observe and perform the same obligations for any such excess Award, the benefit of Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim as are provided to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how under such sections, and to which Person(s(b) the excess Award is applicable Property Owner to be distributed. Notwithstanding recognize the foregoing, in same rights on the event part of a casualty or condemnation, Lender shall release the Award from any Borrowers with respect to such event Property Owner as are provided under such sections to the Borrower if Senior Lender, including, but not limited to, those obligations and rights provided thereunder relating to Proceeds, claims adjustments and the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project Properties. Borrowers shall not be subject provide Lender with copies of all notices of claims made under any owner’s policy of title insurance relating to attachment by Subordinated Lenderthe Properties.

Casualty and Condemnation. In (a) Trustor shall give Beneficiary prompt written notice of the event occurrence of a any casualty to affecting, or the buildings institution of any proceedings for eminent domain or improvements constructed on for the condemnation of, the Property or any portion thereof. All insurance proceeds on the Property, and all causes of the Project or a action, claims, compensation, awards and recoveries for any damage, condemnation or taking under a power of eminent domain of all or any portion part of the ProjectProperty or for any damage or injury to it for any loss or diminution in value of the Property, Lender are hereby assigned to and shall have a first and prior interest be paid to Beneficiary. Notwithstanding the foregoing assignment, proceeds from rent loss insurance as described in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as Section 4.1(g) of the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal Agreement shall not be applied to the then outstanding amount restoration of the Loanany casualty pursuant to this Section 1.05. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation Provided there is no Event of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shallDefault, to the extent permitted that Trustor makes all of the requisite payments on the Loan with respect to a given period, Beneficiary shall pay to Trustor the rent loss insurance proceeds held by the Beneficiary which relate to such period. Beneficiary may participate in any suits or proceedings relating to any such proceeds, causes of action, claims, compensation, awards or recoveries, and Beneficiary is hereby authorized, in its own name or in Trustor’s name, to adjust any loss covered by insurance or any condemnation claim or cause of action, and to settle or compromise any claim or cause of action in connection therewith, and Trustor shall from time to time deliver to Beneficiary any instruments required to permit such participation; provided, however, that, so long as no Default or Event of Default shall have occurred, Beneficiary shall not have the right to participate in the adjustment of any loss which is not in excess of the lesser of (i) five percent (5%) of the Allocated Loan Amount (as defined in the Loan Documents Agreement) of the affected Property Parcel or (ii) $250,000.00 All insurance proceeds coming into possession of Beneficiary shall not be deemed trust funds and required by Beneficiary shall have the Subordinated Loan Documents, be paid option in its sole discretion to apply any insurance proceeds it may receive pursuant hereto to the payment of the Secured Obligations or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards allow all or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender a portion of such excess Award and proceeds to be used for the restoration of any other claims theretothe Property. In the event of any competing claims for any such excess Awardinsurance proceeds shall be used to reduce the Secured Obligations, Lender Beneficiary shall continue to hold such excess Award until Lender receives an agreement signed apply any sums received by all Persons making a claim it under this Section first to the excess Award or a final order payment of a court all of competent jurisdiction directing Lender as to how its costs and to which Person(sexpenses (including, but not limited to, legal fees and disbursements) the excess Award is to be distributed. Notwithstanding the foregoing, incurred in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lenderobtaining those sums.

Casualty and Condemnation. In the event (a) The provisions of a casualty this Paragraph 17 shall, unless otherwise expressly stated herein to the buildings contrary, apply solely with respect to a Casualty or improvements constructed on any portion of Condemnation affecting the Project or a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstandingLeased Premises, it has no lien on being agreed that the rights and obligations of Tenant or security interest in any Award, nor any rights the Condominium with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to casualty or condemnation affecting the Land or Building (but not the Leased Premises) shall be governed by the terms of the Condominium Documents. If any Award to Lender up to an amount equal Casualty to the then outstanding amount Leased Premises occurs, Tenant shall give Landlord and Lender prompt notice thereof. So long as no Event of Default exists Tenant is hereby authorized to adjust, collect and compromise all claims under any of the Loan. Subordinated Lender agrees insurance policies required by Paragraph 16(a) (except public liability insurance claims payable to promptlya Person other than Tenant, upon request by Landlord or Lender, ) and to execute and deliver on behalf of Landlord all necessary proofs of loss, receipts, vouchers and releases required by the insurers and Landlord shall have the right to Lender and/or to join with Tenant therein; provided that, any other party as so directed by Lenderfinal adjustment, a written confirmation settlement or compromise of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is any such claim in excess of all amounts owed the Threshold Amount shall be subject to Lender under the Loan Documents, howeverprior written approval of Landlord, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons Landlord shall have claimed the right to such awards prosecute or proceedscontest, in which case Lender shall only be required or to provide notice require Tenant to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for prosecute or contest, any such excess Awardclaim, Lender adjustment, settlement or compromise. If an Event of Default exists, Tenant shall continue not be entitled to hold adjust, collect or compromise any such excess claim or to participate with Landlord in any adjustment, collection and compromise of the Net Award until Lender receives an agreement signed by payable in connection with a Casualty, and Tenant agrees to sign, upon the request of Landlord, all Persons making a claim such proofs of loss, receipts, vouchers and releases. Each property insurer shall make all payments under their respective policies consistent with the provision stating that Landlord is loss payee as its interests may appear, provided that if payment is made to the excess Award or a final order Landlord and Tenant jointly, Tenant hereby appoints each of a court of competent jurisdiction directing Landlord and Lender as Tenant’s attorneys-in-fact to how and endorse any draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and that any Mortgage so provides. The provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project this Paragraph 17 shall not be subject apply to attachment any insurance proceeds obtained by Subordinated LenderTenant with respect to Tenant’s Personal Property.

Casualty and Condemnation. In If a substantial part of the event of Properties shall (a) be destroyed prior to Closing by a casualty Casualty Loss, or (b) be taken in condemnation or if proceedings for such purposes shall be pending; then either Buyer or Seller may terminate this Agreement prior to the buildings Closing. For the purpose of this Section 6.1, the term "substantial" shall be defined as Casualty Losses or improvements constructed on any portion Properties taken in condemnation that, individually, or in the aggregate: (i) will materially interfere with the ownership or operation of the Project Properties; or (ii) are reasonably expected to result in a condemnation loss of revenue; or taking under a power (iii) result in Claims, losses, damages or expenses of eminent domain of all or any portion more than 20% of the Projectunadjusted Purchase Price. If either party terminates this Agreement in accordance with this Article 6, Lender or in accordance with Article 13 below, neither party shall have a first and prior interest in and to any paymentsfurther obligations, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement. If neither party terminates this Agreement, or neither party has the right to terminate this Agreement because the Casualty Loss or taking was not "substantial", then this Agreement shall remain in full force and effect, and Subordinated Lender assigns its rights Seller and Buyer shall attempt to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, agree on a written confirmation of the terms set forth reduction in the immediately preceding sentence and take sure other actions reasonably requested by Lender Purchase Price to further evidence compensate for the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement)Casualty Loss or taking. If the Purchase Price is adjusted, Seller shall retain any and all sums paid to Seller, unpaid awards, insurance proceeds and other payments associated with or attributable to such Casualty Loss or taking; and if the Purchase Price is not adjusted, Seller shall pay Buyer all such sums, awards, proceeds and other payments received by Seller and that are attributable to such Casualty Loss or taking, together with the amount of the Award is in excess of all amounts owed to Lender under the Loan DocumentsSeller's deductible, howeverif any, and either the Loan has been paid in full or Borrower is entitled shall assign to a remittance of same under the Loan Documents Buyer Seller's right to receive any such sums, awards, proceeds and other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, payments to the extent permitted in that the Loan Documents same are unpaid to Seller at Closing. If Seller and required by Buyer cannot agree on an adjustment to the Subordinated Loan Documents, be paid Purchase Price to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims compensate for any such excess AwardCasualty Loss or taking, Lender shall continue then either of Buyer or Seller may elect to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to terminate this Agreement, regardless of whether the excess Award Casualty Loss or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty taking was substantial or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lendernot.

Casualty and Condemnation. In (a) Subject to the event provisions of this Article XVIII, if all or a portion of any Leased Asset is damaged or destroyed in whole or in part by a Casualty or is the subject of a casualty Condemnation, then (i) in the case of a Casualty where the cost of restoration of the affected Leased Asset in the reasonable judgment of the Lessor and the Collateral Agent is (x) less than or equal to the buildings or improvements constructed on Threshold Amount, any portion of the Project or a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights insurance proceeds payable with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal such Casualty shall be paid directly to the then outstanding amount of Lessee, or if received by the Loan. Subordinated Lender agrees to promptlyLessor or Collateral Agent, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been be paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, over to the extent permitted in Lessee for the Loan Documents reconstruction, refurbishment and required by repair of such Leased Asset, (y) greater than the Subordinated Loan DocumentsThreshold Amount, any insurance proceeds payable with respect to such Casualty shall be paid to or at the direction Lessor but may be obtained by the Lessee and used for the purpose of Subordinated Lenderreconstructing, unless other Persons have claimed refurbishing and repairing the right affected Leased Asset upon submission to the Lessor and the Collateral Agent of a Responsible Employee's Certificate to the effect that such awards or proceeds, in which case Lender shall only Leased Asset can be fully restored to the condition required under this Lease prior to provide notice the end of the Base Term for such Leased Asset (after giving effect to Subordinated Lender any extensions of such excess Award Base Term) and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim as to the excess Award or a final order cost of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoingsuch restoration (accompanied by, in the event case of a casualty or condemnationLeased Asset consisting of Property, Lender shall release the Award from any such event an Architect's certificate as to the Borrower if and foregoing matters) plus a statement as to the extent required by Lessee's affirmative ability to finance such restoration, and upon receipt of such certificate(s) in form reasonably satisfactory to the terms Lessor and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award Collateral Agent such amounts shall be made available to the Borrower Lessee in the manner contemplated by the Construction Agency Agreement with respect to Construction and if the foregoing certificate(s) are not delivered to the Lessor and the Collateral Agent such proceeds shall be applied toward the payment of the Lease Balance for such Leased Asset and (ii) in the case of a Condemnation such award or compensation shall be paid to the and the Collateral Agent to be applied in the reasonable discretion of the Collateral Agent, after consultation with the Required Participants to the restoration of the affected Leased Asset or toward the payment of the Lease Balance; provided, however, that if a Default or Event of Default shall have occurred and be continuing, such award, compensation or insurance proceeds shall be paid directly to the Collateral Agent or, if received by the Lessee, shall be held in trust for the Collateral Agent and shall be paid over by the Lessee to the Collateral Agent. All amounts held by the Lessor when a Default or Event of Default exists hereunder on account of any award, compensation or insurance proceeds either paid directly to the Collateral Agent or turned over to the Collateral Agent shall at the request of the Required Participants either be (i) paid to the Lessee for the repair of damage caused by such Casualty or restoration Condemnation in accordance with clause (d) of this Section 18.1, or (ii) (A) if a Default exits, held by the Lessor until such Default is cured or becomes an Event of Default or (B) if an Event of Default exists, applied toward the payment of the Project shall not be subject to attachment by Subordinated LenderLease Balance of the affected Leased Asset.

Casualty and Condemnation. In Upon the event occurrence of a fire or other casualty to the buildings or improvements constructed on any portion of the Project or a condemnation or taking which permits the tenant under the Underlying Lease to terminate the Underlying Lease pursuant to SECTION 14.1 or SECTION 14.3 of the Underlying Lease, Sublessor shall have the right, at its election, to terminate the Underlying Lease, but only with the prior consent of Subtenant (which consent of Subtenant will not be unreasonably withheld or delayed), in which event this Sublease shall automatically terminate (without any liability to Sublessor) upon such a power termination of the Underlying Lease. If (i) a fire or other casualty which damages the subleased premises occurs, (ii) either (1) according to Landlord's Restoration Estimate (as such term is defined in the Underlying Lease) such damage to the subleased premises cannot reasonably be expected to be repaired or restored within 360 days from the time that repair or restoration work would commence or (2) the damage occurred during the last nine months of the Term and according to Landlord's Restoration Estimate such damage to the subleased premises cannot reasonably be expected to be repaired or restored within one hundred eighty (180) days from the time that repair or restoration work would commence and (iii) Sublessor, as tenant under the Underlying Lease, has the right to terminate the Underlying Lease pursuant to SECTION 14.1 or SECTION 14.3 of the Underlying Lease, then Subtenant may, at its election, terminate this Sublease by notice given to Sublessor within 15 days following Tenant's receipt of Landlord's Restoration Estimate, in which event this Sublease will terminate on the date selected by Sublessor, which termination date will be not less than 30 days or more than 45 days after the date of notice of such termination. If a portion of the subleased premises shall be taken by condemnation or right of eminent domain of all or any portion of the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it Sublessor has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceedsterminate the Underlying Lease pursuant to SECTION 14.3 of the Underlying Lease, then Subtenant shall have the right to terminate this Sublease by giving notice to Sublessor no later than 15 days after Tenant has been deprived of possession, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender this Sublease will terminate as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore 15th day after the Project in accordance with the terms and provisions date Subtenant is deprived of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lenderpossession.

Casualty and Condemnation. In If a fire or other casualty which damages the event Sublease Premises occurs, and as a result of a such fire or casualty Sublandlord, as tenant under the Master Lease, has the right to terminate the Master Lease pursuant to the buildings terms thereof, then Subtenant may, at its election, terminate this Sublease by notice given to Sublandlord within fifteen (15) days following such casualty, in which event this Sublease will terminate on the date selected by Subtenant, which termination date will be not less than fifteen (15) days or improvements constructed on any more than forty-five (45) days after the date of such casualty. If the Sublease Premises, or such portion thereof as to render the balance (if reconstructed to the maximum extent practicable in the circumstances) unsuitable for Subtenant’s purposes, shall be taken by condemnation or right of eminent domain, Subtenant shall have the right to terminate this Sublease by giving notice to Sublandlord no later than fifteen (15) days after Subtenant has been deprived of possession, in which event this Sublease will terminate as of the Project or a condemnation or taking under a power fifteenth (15th) day after the date Subtenant is deprived of eminent domain of possession. If all or any portion of the Project, Lender shall have Sublease Premises is damaged by fire or casualty or affected by any exercise of the power of eminent domain so as to render all or a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (portion of the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this AgreementSublease Premises untenantable, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptlysuch portion is not actually used by Subtenant, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lenderthis Sublease is not terminated, a written confirmation just proportion of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, Base Rent according to the extent permitted of the untenantability of the Sublease Premises shall be abated from the date of casualty or taking until the Sublease Premises shall have been put substantially into proper condition for use and occupation; and in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to taking which Person(s) permanently reduces the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions Rentable Floor Area of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions Sublease Premises, a just proportion of the Loan Documents. Any portion Base Rent shall be abated for the remainder of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated LenderTerm.

Casualty and Condemnation. In Section 6.5, entitled "Casualty" and Section 6.1, entitled "Condemnation", of the event Prime Lease are modified to provide that if by operation of either of these two sections the Prime Lease is not terminated and continues in full force and effect, this Sublease shall not be terminated but shall also continue in full force and effect, except that until the Premises are restored in accordance with these two sections there shall be a casualty proportionate abatement of annual rent and additional rent payable hereunder to the buildings extent of damage to the Premises as determined by Prime Landlord, Sublandlord and Subtenant; provided, however, that such abatement shall in no event exceed the abatement granted to Sublandlord under the Prime Lease for the Premises and, provided further, that no compensation or improvements constructed on any portion claim or reduction will be allowed or paid by Sublandlord by reason of inconvenience, annoyance or injury to Subtenant's business arising from the Project or a condemnation or taking under a power necessity of eminent domain of all effecting repairs to the Premises or any portion of the ProjectBuilding, Lender whether such repairs are required by operation of these two sections or any other provision of the Prime Lease. Sublandlord acknowledges that it shall have a first not exercise any termination rights under Section 6.5 and Section 6.1 of the Prime Lease without Subtenant's prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreementwritten consent, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably if requested by Lender Subtenant to further evidence the foregoing agreement (although failure of Subordinated Lender to exercise such termination rights, Sublandlord shall do so shall not affect the foregoing agreement)so. If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoingFurther, in the event of a casualty or condemnation, Lender shall release condemnation with renders the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any remaining portion of the Award made available Premises insufficient in Subtenant's reasonable opinion, for the conduct of Subtenant's business therein, Subtenant shall have the right to terminate this Sublease by delivering written notice to Sublandlord within thirty (30) days after the occurrence of the taking or condemnation or sale in lieu thereof. Notwithstanding anything to the Borrower contrary in the Prime Lease, in the event a fire or other casualty renders the Premises insufficient in Subtenant's reasonable opinion for the repair or restoration conduct of Subtenant's business therein and such condition is reasonably anticipated to continue for a period of one hundred twenty (120) days after the occurrence of the Project fire or other casualty, Subtenant shall have the right to terminate this Sublease by delivering written notice to Sublandlord within sixty (60) days after the occurrence of the casualty. In the event of a fire or other casualty which damages the Premises, Subtenant shall not be subject obligated to attachment by Subordinated Lenderrebuild or restore any leasehold improvements existing in the Premises on the Commencement Date, and provided that this Sublease is not terminated as provided herein, Sublandlord shall rebuild such leasehold improvements to the condition which existed immediately prior to such fire or other casualty within sixty (60) days after Prime Landlord's delivery of the Premises to Sublandlord.

Casualty and Condemnation. In (a) Subject to the provisions of this Article XV and Article XVI (in the event Lessee delivers, or is obligated to deliver or is deemed to have delivered, a Termination Notice), and prior to the occurrence and continuation of a casualty Lease Default or a Lease Event of Default, Lessee shall be entitled to receive (and Lessor hereby irrevocably assigns to Lessee all of Lessor’s right, title and interest in) any condemnation proceeds, award, compensation or insurance proceeds under Sections 14.2(a) or 14.2(b) hereof to which Lessee or Lessor may become entitled by reason of their respective interests in the buildings Property (i) if all or improvements constructed on any a portion of the Project Property is damaged or destroyed in whole or in part by a condemnation Casualty or taking under a power of eminent domain of all (ii) if the use, access, occupancy, easement rights or title to the Property or any portion part thereof is the subject of the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan DocumentsCondemnation; provided, however, (x) if a Lease Default or a Lease Event of Default shall have occurred and either be continuing or if such condemnation proceeds, award, compensation or insurance proceeds shall exceed $1,000,000, then such condemnation proceeds, award, compensation or insurance proceeds shall be paid directly to Lessor or, if received by Lessee, shall be held in trust for Lessor and be promptly paid over by Lessee to Lessor, and (y) if the Loan has been paid in full or Borrower is entitled to a remittance conditions of same under the Loan Documents other than to restore the Projectforegoing subsection (x) do not apply, then any such excess Award or portion to be so remitted to Borrower shallaward, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, compensation and/or insurance proceeds shall be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and Lessee. All amounts held by Lessor hereunder on account of any other claims thereto. In award, compensation or insurance proceeds either paid directly to Lessor or turned over to Lessor shall be in the event case of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award Lease Default or a final order Lease Event of a court Default held as security for the performance of competent jurisdiction directing Lender Lessee’s obligations hereunder and under the other Operative Agreements until such time as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event such Lease Default or Lease Event of a casualty or condemnation, Lender Default shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project have been cured in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available Operative Agreements or applied to the Borrower for applicable obligations upon the repair or restoration exercise of remedies in connection with the Project occurrence of any such Lease Event of Default and when all such obligations of Lessee with respect to such matters (and all other obligations of Lessee which should have been satisfied pursuant to the Operative Agreements as of such date) have been satisfied, all amounts so held by Lessor shall not be subject paid over to attachment by Subordinated LenderLessee.

Casualty and Condemnation. In the event of a casualty (a) If any Casualty to the buildings or improvements constructed on Leased Premises occurs, Tenant shall give Landlord and Lender immediate notice thereof. So long as no Event of Default exists Tenant is hereby authorized to adjust, collect and compromise all claims under any portion of the Project insurance policies required by Paragraph 16(a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior interest in Lender) and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lenderon behalf of Landlord all necessary proofs of loss, a written confirmation of the terms set forth in the immediately preceding sentence receipts, vouchers and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and releases required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons insurers and Landlord shall have claimed the right to join with Tenant therein. In such awards event Landlord agrees to sign, upon the request of Tenant, all such proofs of loss, receipts, vouchers and releases. Any final adjustment, settlement or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and compromise of any other claims theretosuch claim shall be subject to the prior written approval of Landlord, which shall not be unreasonably withheld or delayed, and Landlord shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such claim, adjustment, settlement or compromise. If an Event of Default exists, Tenant shall not be entitled to adjust, collect or compromise any such claim or to participate with Landlord in any adjustment, collection and compromise of the Net Award payable in connection with a Casualty. In such event, Tenant agrees to sign, upon the event request of any competing claims for any Landlord, all such excess Awardproofs of loss, receipts, vouchers and releases. Each insurer is hereby authorized and directed to make payment under said policies, including return of unearned premiums, directly to Landlord or, if required by the Mortgage, to Lender shall continue instead of to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order Landlord and Tenant jointly, and Tenant hereby appoints each of a court of competent jurisdiction directing Landlord and Lender as Tenant's attorneys-in-fact to how and endorse any draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lenderthat any Mortgage so provides.

Casualty and Condemnation. In the event of a casualty (a) Subject to the buildings or improvements constructed on any portion provisions of the Project or a condemnation or taking under a power of eminent domain of this Article XIV, if all or any portion of the ProjectLeased Property suffers a Casualty during the Term (other than a Significant Casualty as to which a Termination Notice has been given), Lender Lessee shall have a first give notice thereof to Lessor promptly after Lessee has knowledge thereof and prior interest Lessee shall control the negotiations with the relevant insurer (unless an Event of Default exists in which case Lessor shall be entitled to control such negotiations) and, except as otherwise provided in this Section 14.1, and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights insurance proceeds payable by an insurer with respect to any Award except as expressly provided such Casualty up to $50,000,000 individually and $100,000,000 in this Agreementthe aggregate per annum shall be paid directly to the Lessee, or if received by Lessor, the Administrative Agent or the Rent Assignees, shall be paid over to the Lessee and shall be used by Lessee solely for the reconstruction, restoration and repair of such Leased Property, and Subordinated Lender assigns its rights if the use of, access to, occupancy of or title to the Leased Property or any Award part thereof is the subject of a Condemnation (other than a Significant Condemnation as to Lender which a Termination Notice has been given), then any award or compensation relating thereto up to an amount equal $50,000,000 individually and $100,000,000 in the aggregate per annum shall be paid to the then outstanding amount Lessee and shall be used by Lessee solely for the restoration of the LoanLeased Property. Subordinated Lender Lxxxxx hereby agrees to promptly, upon request by Lender, execute and deliver promptly remit to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of Administrative Agent all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled insurance proceeds received with respect to a remittance of same under the Loan Documents other than to restore the Project, such excess Award Casualty or portion to be so remitted to Borrower shall, Condemnation to the extent permitted in the Loan Documents and not required by the Subordinated Loan Documents, to be paid over to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributedLessee under this Section 14.1. Notwithstanding the foregoing, in the event if any Event of a casualty Default shall have occurred and be continuing, such award, compensation or condemnation, Lender insurance proceeds payable by an insurer shall release the Award from any such event be paid directly to the Borrower Administrative Agent or, if received by the Lessee, shall be held in trust for the Participants and shall be paid over by the Lessee to the Administrative Agent. All amounts held by Lessor or Administrative Agent on account of any award, compensation or insurance proceeds either paid directly to Lessor or Administrative Agent or turned over to Lessor or Administrative Agent, to the extent not otherwise required to be paid to the Lessee, shall be held in trust in a segregated account and applied to reimburse the Lessee from time to time during the course of the Lessee’s reconstruction, restoration and/or repair of the Leased Property and compliance with the provisions of Article IX hereof (or to otherwise make payments for any costs and expenses thereof as directed by the terms Lessee); provided, however, in each case after the occurrence and conditions during the continuance of an Event of Default such proceeds shall at the option of Lessor (at the direction of the Loan Documents in order Required Participants) either be (A) paid to the Lessee for the reconstruction, restoration and/or repair and restore the Project of such Leased Property subject to such Casualty or Condemnation in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available this clause (A), or (B) applied to the Borrower for Lease Balance and any other amounts owed by Lessee under the repair or restoration of the Project shall not be subject to attachment by Subordinated LenderOperative Documents in accordance with Article XVI.

Casualty and Condemnation. In the event of a casualty A. If any Casualty to the buildings or improvements constructed on any portion either of the Project or a condemnation or taking Related Premises occurs, Tenant shall give Landlord and Lender immediate notice thereof. So long as no Event of Default exists Tenant is hereby authorized to adjust, collect and compromise all claims under a power of eminent domain of all or any portion of the Projectinsurance policies required by Paragraph 16(a) (except public liability insurance claims payable to a Person other than Tenant, Lender shall have a first and prior interest in Landlord or Lender) and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lenderon behalf of Landlord all necessary proofs of loss, a written confirmation of the terms set forth in the immediately preceding sentence receipts, vouchers and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and releases required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons insurers and Landlord shall have claimed the right to such awards join with Tenant therein. Any final adjustment, settlement or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and compromise of any other claims thereto. In such claim shall be subject to the event prior written approval of any competing claims for Landlord, which shall not be unreasonably withheld or delayed, and Landlord shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such excess Awardclaim, adjustment, settlement or compromise. If an Event of Default exists, Tenant shall not be entitled to adjust, collect or compromise any such claim or to participate with Landlord in any adjustment, collection and compromise of the Net Award payable in connection with a Casualty. Tenant agrees to sign, upon the request of Landlord, all such proofs of loss, receipts, vouchers and releases. Each insurer is hereby authorized and directed to make payment under said policies, including return of unearned premiums, directly to Landlord or, if required by the Mortgage, to Lender shall continue instead of to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order Landlord and Tenant jointly, and Tenant hereby appoints each of a court of competent jurisdiction directing Landlord and Lender as Tenant's attorneys-in-fact to how and endorse any draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by that any Mortgage so provides. B. Tenant, immediately upon receiving a Condemnation Notice, shall notify Landlord and Lender thereof. So long as no Event of Default exists, Tenant is authorized to collect, settle and compromise the terms and conditions amount of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the any Net Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lender.and

Casualty and Condemnation. In (a) If the event Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice of a casualty such damage to Administrative Agent and shall promptly commence and diligently prosecute the completion of the Restoration of the Project. Borrower shall pay all costs of such Restoration whether or not such costs are covered by insurance (provided that, if Net Proceeds are required to be made available to Borrower for Restoration pursuant to the buildings or improvements constructed on any portion terms of Section 3.2, they are made available to Borrower for Restoration). Administrative Agent may, but shall not be obligated to, make proof of loss if not made diligently by Borrower. (b) Borrower shall promptly give Administrative Agent notice of the Project actual or a condemnation or taking under a power threatened (in writing) commencement of eminent domain any proceeding for the Condemnation of all or any portion part of the Project, Lender Project and shall have a first deliver to Administrative Agent copies of any and prior interest all papers served in and to any payments, awards, proceeds, distributions, or consideration arising from connection with such proceedings. Administrative Agent may participate in any such event (proceedings if the “Award”). Subordinated Lender acknowledges and agrees that so long as amount of Condemnation Proceeds is reasonably expected to exceed the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this AgreementThreshold Amount, and Subordinated Lender assigns its rights Borrower shall, from time to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptlytime, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions Administrative Agent all instruments reasonably requested by Lender it to further evidence permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Administrative Agent, its attorneys and experts, and cooperate with them in the foregoing agreement carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi public authority through Condemnation or otherwise (although failure including, but not limited to, any transfer made in lieu of Subordinated Lender or in anticipation of the exercise of such taking), Borrower shall continue to do so pay the Loans at the time and in the manner provided for its payment in the Notes and in this Agreement and the Loans shall not affect be reduced until any Award shall have been actually received and applied by Administrative Agent, after the foregoing agreement)deduction of reasonable out-of-pocket expenses of collection, to the reduction or discharge of the Loans. Administrative Agent and the Lenders shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Notes. If the amount of the Award Project or any portion thereof is in excess of all amounts owed to Lender under the Loan Documentstaken by a condemning authority, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to promptly commence and diligently prosecute the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration Restoration of the Project and otherwise comply with the provisions of Section 3.2. If the Project is sold through a foreclosure or similar proceeding prior to the receipt by Administrative Agent of the Award, Administrative Agent shall not be subject to attachment by Subordinated Lender.have the right, 66

Casualty and Condemnation. In the event of a casualty to the buildings or improvements constructed on any portion (a) Tenant shall give Landlord prompt notice of the Project or a condemnation or taking under a power occurrence of eminent domain of all or any portion of Casualty at the ProjectLeased Premises, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documentsprovided, however, and either the Loan has been paid in full or Borrower (unless Landlord notifies Tenant that it is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In and all Casualties at the event Leased Premises to its Lender under any documents related to a Loan), Tenant shall not be required to notify Landlord of any competing Casualty where the award and cost of repair following such Casualty are not reasonably anticipated to exceed Twenty-Five Thousand Dollars ($25,000). Landlord, in its reasonable discretion and upon notice to Tenant (except that no notice to Tenant shall be required if an Event of Default then exists), may adjust, collect and compromise all claims for under any of the insurance policies required by Paragraph 16(b)(i) and (ii) (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) and to execute and deliver on behalf of Tenant all necessary proofs of loss, receipts, vouchers and releases required by the insurers under such policies. Provided that no Event of Default has occurred and is continuing, Tenant shall be entitled to participate with Landlord in any adjustment, collection and compromise of the insurance claim under the policies set forth in Paragraph 16(b)(i) and/or (ii) payable in connection with a Casualty. Tenant agrees to sign, upon the request of Landlord, all such commercial reasonable proofs of loss, receipts, vouchers and releases. Landlord reserves the right to join Tenant in any claim. If Landlord so requests, Tenant shall adjust, collect and compromise any and all such claims, and Landlord shall have the right to join with Tenant therein. Any adjustment, settlement or compromise of any such excess Award, Lender claim shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim be subject to the excess Award prior written approval of Landlord, which approval shall not be unreasonably withheld, conditioned or a final order of a court of competent jurisdiction directing Lender as delayed, and Landlord shall have the right to how and prosecute or contest, or to which Person(s) the excess Award is require Tenant to be distributed. Notwithstanding the foregoingprosecute or contest, in the event of a casualty or condemnation, Lender shall release the Award from any such event claim, adjustment, settlement or compromise. Each insurer of the policies set forth in Paragraph 16(b)(i) and/or (ii) is hereby authorized and directed to the Borrower make payment under said policies, including return of unearned premiums, directly to Landlord instead of to Landlord and Tenant jointly, and Tenant hereby appoints Landlord as Tenant’s attorney-in-fact to endorse any draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to Lender if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lenderthat any Mortgage so provides.

Casualty and Condemnation. In Mortgagor shall give Mortgagee prompt written notice of the event occurrence of a any casualty to affecting, or the buildings institution of any proceedings for eminent domain or improvements constructed on for the condemnation of, the Mortgaged Property or any portion thereof. All insurance proceeds on the Mortgaged Property, and all causes of the Project or a action, claims, compensation, awards and recoveries for any damage, condemnation or taking under a power of eminent domain of all or any portion part of the ProjectMortgaged Property or for any damage or injury to it for any loss or diminution in value of the Mortgaged Property occasioned thereby, Lender are hereby assigned to and shall have a first be paid to Mortgagee. Mortgagee will consult with Mortgagor concerning any damage, condemnation or taking, provided such obligation to consult shall in no way impair Mortgagee's rights, powers and prior interest in and privileges to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights participate and/or act with respect to any Award except as expressly provided such damage, condemnation or taking. Mortgagee may participate in this Agreementany suits or proceedings relating to any such proceeds, causes of action, claims, compensation, awards or recoveries, and Subordinated Lender assigns Mortgagee is hereby authorized, in its rights own name or in Mortgagor's name, to adjust any Award loss covered by insurance or any condemnation claim or cause of action, and to Lender up settle or compromise any claim or cause of action in connection therewith, and Mortgagor shall from time to an amount equal time deliver to Mortgagee any instruments required to permit such participation; provided, however, that, so long as no Default or Event of Default shall have occurred, Mortgagee shall not have the right to participate in the adjustment of any loss which is not in excess of the lesser of (i) five percent (5%) of the then outstanding amount principal balance of the LoanNote and (ii) $2,000,000. Subordinated Lender agrees Mortgagee shall apply any sums received by it under this Section first to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess payment of all amounts owed to Lender under the Loan Documentsof its costs and expenses (including, howeverbut not limited to, reasonable legal fees and disbursements) incurred in obtaining those sums, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Projectthen, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lender.follows:

Casualty and Condemnation. In (a) Borrower shall give prompt written notice to Lender of any Casualty or Condemnation or of the event actual or threatened commencement of proceedings that would result in a Condemnation, in each case that resulted in or would reasonably be expected to result in a loss of at least $500,000. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a casualty to the buildings or improvements constructed on any portion of the Project or a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shallCondemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the Loan Documents carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld, delayed or conditioned in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and required by adjust any claims, (y) during the Subordinated Loan Documentscontinuance of an Event of Default, be paid settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Threshold Amount if such settlement or at the direction of Subordinated Lenderadjustment is carried out in a competent and timely manner, unless other Persons have claimed the right to such awards or proceeds, in which case but Lender shall only be required entitled to provide notice collect and receive (as set forth below) any and all Loss Proceeds. The reasonable actual and documented expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Subordinated Lender upon demand therefor. (d) All Loss Proceeds in excess of the Threshold Amount from any Casualty or Condemnation shall be remitted directly to Lender for deposit into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such excess Award proceeds would have been payable). Following the occurrence of a Casualty, Borrower, regardless of whether sufficient proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the applicable Property to be of at least equal value and of any other claims thereto. In substantially the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim same character as prior to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoingCasualty, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project all in accordance with the terms and provisions hereof applicable to Alterations subject to Lender making available any Loss Proceeds. If a Condemnation or Casualty occurs as to which, in the reasonable judgment of Lender: (i) in the case of a Casualty, the cost of restoration would not exceed 25% of the Loan Documents. Any portion Amount and the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the Award made available to the Borrower for the repair or restoration gross rentable area of the Project shall not be subject to attachment by Subordinated Lender.Property taken as a whole, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of the Property taken as a whole; 76

Casualty and Condemnation. In If, prior to the event Closing Date, any Facility is destroyed or damaged by fire or other casualty (a “Casualty”), or Seller receives a notice of a casualty to the buildings or improvements constructed on any portion of the Project or a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights Condemnation proceeding with respect to any Award except as expressly provided in this AgreementFacility, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so such Casualty or Condemnation shall not affect the foregoing agreement). If the amount obligations of the Award parties to consummate the Closing hereunder, unless the same is reasonably likely to result in excess of all amounts owed a Material Adverse Change. Notwithstanding anything to Lender the contrary set forth herein, (i) upon a Casualty or Condemnation, Seller shall take reasonable steps, at Seller’s expense, to enforce the applicable tenant’s obligations to restore, repair or reconstruct the premises under the Loan DocumentsMaster Lease, howeverMaster Transaction Agreement, Office Building Leases and/or Prime Lease, each as applicable, and either (ii) at Closing, Seller shall transfer to Buyer any right to receive or collect insurance or Condemnation proceeds received pursuant to insurance policies of the Loan has been paid applicable tenant and shall thereafter cooperate with Buyer and its Affiliates to receive any insurance proceeds or Condemnation awards to which Seller or Buyer, by virtue of such transfer, are entitled (including signed and delivering documents in full or Borrower is entitled form reasonably acceptable to a remittance of same under the Loan Documents other than to restore the ProjectSeller), such excess Award or portion to be so remitted to Borrower shall, except to the extent permitted in used by Seller to restore or repair the Loan Documents and required by damage or provided to the Subordinated Loan Documentsapplicable tenant to restore or repair the damage pursuant to the Master Lease, be paid to Master Transaction Agreement, Office Building Leases, or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims theretoPrime Lease. In the event of any competing claims restoration or repair of damage, and the use of Condemnation or insurance proceeds therefor, Seller shall use commercially reasonable efforts to ensure that all such proceeds are utilized for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award restoration or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan DocumentsMaster Lease, Master Transaction Agreement, Office Building Leases, or Prime Lease as applicable. Any portion In the event the insurance proceeds from a Casualty, either by the applicable tenant, insurance proceeds, or both, are not sufficient to restore or repair fully the damage from a Casualty (whether because of a deductible or otherwise), as reasonably determined prior to Closing by Buyer and Seller, Seller agrees to deduct from the Award made available to Cash Payment the Borrower for the repair or restoration amount of the Project shall not be subject to attachment by Subordinated Lendersuch funds.

Casualty and Condemnation. If any Casualty to the Leased Premises occurs, Tenant shall give Landlord and Lender immediate notice thereof. Provided that no Event of Default has occurred and is continuing (and subject to the terms of any SNDA and the terms of this Paragraph 17(a) with respect to the Threshold Amount), Tenant shall be authorized to adjust, collect and compromise, in its reasonable business judgment and upon prior notice to Landlord and Lender, all claims under any of the insurance policies required by Paragraph 16(a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) and to execute and deliver on behalf of Tenant all necessary proofs of loss, receipts, vouchers and releases required by the insurers and Landlord shall have the right to join with Tenant therein. If an Event of Default has occurred and is continuing, then (i) only Landlord and Lender shall be entitled to be authorized to adjust, collect and compromise any such claims but Tenant may be permitted to participate with Landlord and Lender in any adjustment, collection and compromise of the Net Award payable in connection with a Casualty, (ii) in any such event Tenant agrees to sign, upon the request of Landlord and Lender, all such proofs of loss, receipts, vouchers and releases, and (iii) if Landlord or Lender so requests however, Tenant shall nevertheless adjust, collect and compromise any and all such claims, and Landlord and Xxxxxx shall have the right to join with Tenant therein. Any final adjustment, settlement or compromise of any such claim above the Threshold Amount shall be subject to the prior written approval of Landlord (not to be unreasonably withheld, conditioned or delayed). Each insurer is hereby authorized and directed to make payment under said policies, including return or unearned premiums, directly to Landlord or, if required by the Mortgage, to Lender instead of to Landlord and Tenant jointly, and Tenant hereby appoints each of Landlord and Xxxxxx as Xxxxxx's attorneys-in-fact to endorse any draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to Lender if and to the extent that any Mortgage so provides. Notwithstanding such payments as aforesaid, the payments shall be disbursed by the recipient in accordance with the terms of Paragraphs 17 and 18 of this Lease. Tenant, immediately upon receiving a Condemnation Notice, shall notify Landlord and Lender thereof. Landlord and Xxxxxx are authorized to collect, settle and compromise, in their discretion (and, if no Event of Default exists, upon notice to Tenant), the amount of any Net Award. Provided that no Event of Default has occurred and is continuing, Tenant shall be entitled to participate with Landlord and Xxxxxx in any Condemnation proceeding or negotiations under threat thereof and to contest the Condemnation or the amount of the Net Award therefor. No agreement with any condemnor in settlement or under threat of any Condemnation shall be made by Tenant without the written consent of Landlord and Xxxxxx. Subject to the provisions of this Paragraph 17(b), Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by reason of any Condemnation, whether the same shall be paid or payable for Xxxxxx's leasehold interest hereunder or otherwise; but nothing in this Lease shall impair Tenant's right to any award or payment on account of Tenant's Personal Property, moving expenses or loss of business, if available, to the extent that and so long as (i) Tenant shall have the right to make, and does make, a separate claim therefor against the condemnor and (ii) such claim does not in any way reduce either the amount of the award otherwise payable to Landlord for the Condemnation of Landlord's fee interest in the Leased Premises or the amount of the award (if any) otherwise payable for the Condemnation of Tenant's leasehold interest hereunder. The rights of Landlord under this Paragraph 17(b) shall also be extended to Lender if and to the extent that any Mortgage so provides. If any Partial Casualty (whether or not insured against) or Partial Condemnation shall occur, this Lease shall continue, notwithstanding such event, and there shall be no abatement or reduction of any Monetary Obligations, except as provided in Paragraph 17(d) below. Promptly after such Partial Casualty or Partial Condemnation, Tenant, as required in Paragraphs 12(a) and 13(b), shall commence and diligently continue to restore the Leased Premises as nearly as possible to its value, condition and character immediately prior to such event (assuming the Leased Premises to have been in the condition required by this Lease). So long as no Event of Default exists, any Net Award up to the Threshold Amount shall be paid by Landlord to Tenant and Tenant shall commence restoration of the Leased Premises in accordance with the requirements of Paragraphs 12(a) and 13(b) of this Lease, and any balance shall promptly be funded to Landlord. Any Net Award in excess of the Threshold Amount shall (unless such Casualty or Condemnation resulting in the Net Award is a Termination Event) be made available by Landlord (or Lender, if required by the terms of any Mortgage) to Tenant for the balance of the restoration of any of the Leased Premises pursuant to and in accordance with the provisions of Paragraph 19 hereof. If any Casualty or Condemnation which is not a Partial Casualty or Partial Condemnation shall occur, Tenant shall comply with the terms and conditions of Paragraph 18. In the event of a casualty Requisition of any of the Leased Premises, if any Net Award payable by reason of such Requisition is (i) retained by Landlord, each installment of Basic Rent payable on or after the date on which the Net Award is paid to Landlord shall be reduced by a fraction, the buildings denominator of which shall be the total amount of all Basic Rent due from such date to and including the last Basic Rent Payment Date for the then existing Term and the numerator of which shall be the amount of such Net Award retained by Landlord, or improvements constructed on (ii) paid to Lender, then each installment of Basic Rent thereafter payable shall be reduced in the same amount and for the same period as payments are reduced under the Note until such Net Award has been applied in full or until the Term has expired, whichever occurs first. Upon the expiration of the Term, any portion of the Project or a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Net Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so which shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed have been previously credited to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to Tenant shall be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required retained by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated LenderLandlord.

Casualty and Condemnation. In If a substantial part of the event of Properties shall be (a) destroyed prior to Closing by a casualty Casualty Loss, or (b) taken in condemnation or if proceedings for such purposes shall be pending (collectively referred to as a "Taking"); then either Buyer or Sellers may terminate this Agreement prior to the buildings or improvements constructed on any portion Closing. For the purpose of this Article 7, the term "substantial" shall be defined as ten percent (10%) of the Project or unadjusted Purchase Price. If either party terminates this Agreement in accordance with this Section, neither party shall have any further obligations, except as provided in this Article and in Section 15.2.1. If neither party terminates this Agreement, this Agreement shall remain in full force and effect, and Sellers and Buyer shall attempt to agree on a condemnation or taking under a power of eminent domain of all or any portion reduction in the Purchase Price, reflecting the reduction in the value of the ProjectProperties affected by the Casualty Loss and/or Taking. If the parties cannot agree on a reduction, Lender the Sellers' good faith calculation shall be used for purposes of Closing. Notwithstanding anything herein to the contrary, in no event shall either party have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights obligations hereunder with respect to any Award Casualty Loss and/or Taking except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount extent that the value of the Loan. Subordinated Lender agrees to promptlyall such Casualty Losses and/or Takings, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If together with the amount of all Title Defects and/or Title Adjustments allowed under Section 4.3, exceed in the Award is in excess aggregate the Title/Casualty Basket Amount, and Buyer hereby waives all downward adjustments to the Purchase Price for all Casualty Losses and/or Takings the cumulative value of which (together with the amount of all amounts owed to Lender Title Defects and/or Title Adjustments allowed under Section 4.3) is less than the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required Title/Casualty Basket Amount. Unless otherwise agreed by the Subordinated Loan Documentsparties, be Sellers shall retain any and all sums paid to Sellers, unpaid awards, insurance proceeds and other payments associated with or at attributable to Casualty Losses and/or Takings. If there is a dispute over the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and value of any other claims thereto. In Casualty Loss and/or Taking, Buyer may submit the event of any competing claims for any such excess Award, Lender shall continue matter to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project arbitration in accordance with Article 13 within ninety (90) Days after Closing, or if a party terminates this Agreement under this provision and the terms and provisions of other party disputes the Loan Documentsparty's right to terminate hereunder, the disputing party may submit the matter to arbitration in accordance with Article 13 within sixty (60) Days after the date which had been scheduled for Closing. Any portion of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by Subordinated LenderIF BUYER DISPUTES THE PURCHASE PRICE ADJUSTMENT FOR ANY CASUALTY LOSS AND/OR TAKING OR A PARTY DISPUTES TERMINATION, AND BUYER OR THE DISPUTING PARTY, AS APPLICABLE, DOES NOT INITIATE AN ARBITRATION PROCEEDING TO RESOLVE THE MATTER WITHIN THE APPLICABLE TIME PERIODS SPECIFIED IN THE FOREGOING SENTENCE, SUCH PARTY IN EITHER CASE SHALL BE DEEMEDTO HAVE WAIVED ITS RIGHTS WITH RESPECT TO SUCH DISPUTE.

Casualty and Condemnation. In the event of a casualty to the buildings or improvements constructed on any portion Mortgagor shall give Mortgagee prompt written notice of the Project occurrence of any casualty affecting, or a condemnation or taking under a power the institution of any proceedings for eminent domain of all or for the condemnation of, the Property or any portion of the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees thereof; provided that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreementcasualty affecting the Property, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender Mortgagor shall only be required to provide Mortgagee with written notice thereof if the reasonably estimated insurance proceeds for such casualty are equal to Subordinated Lender or exceed $250,000, or Mortgagor otherwise receives or should reasonably have notice of such excess Award casualty. All insurance proceeds on the Property, and all causes of action, claims, compensation, awards and recoveries for any other claims thereto. In damage, condemnation or taking of all or any part of the event Property or for any damage or injury to it or any loss or diminution in value of any competing claims the Property, are hereby assigned to and shall be paid to Mortgagee; provided that so long as (x) the Primary Lease is in full force and effect and there are no defaults thereunder, (y) no Event of Default hereunder shall have occurred and be continuing and (z) such insurance proceeds or compensation for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoingcondemnation do not, in the event of a casualty aggregate, exceed $250,000, then such insurance proceeds or condemnation, Lender shall release the Award from compensation for any such event to condemnation (but in no event, in the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Project aggregate, more than $250,000) shall not be subject assigned to attachment Mortgagee so long as same are assigned to Primary Tenant and used by Subordinated Lender.Primary Tenant for the restoration or repair of the Property. Mortgagee may participate in any suits or proceedings relating to any such proceeds, causes of action, claims, compensation, awards or recoveries and Mortgagee is hereby authorized, in its own name or in Mortgagor's name, to adjust any loss covered by insurance or any condemnation claim or cause of action, and to settle or compromise any claim or cause of action in connection therewith, and Mortgagor shall from time to time deliver to Mortgagee any instruments required to permit such participation; provided, however, that Mortgagee shall not have the right to participate in the adjustment of any loss which is not in excess of the lesser of (i) ten percent (10%) of the then outstanding principal balance of the Note and (ii) $500,000.00. Mortgagee shall apply any sums received by it under this Section first to the payment of all of its costs and expenses (including, but not limited to, reasonable legal fees and disbursements) incurred in obtaining those sums, and then, as follows:

Casualty and Condemnation. In (a) Subject to the event provisions of this Article XVIII, if all or a portion of any Leased Asset is damaged or destroyed in whole or in part by a Casualty or is the subject of a casualty Condemnation, then (i) in the case of a Casualty where the cost of restoration of the affected Leased Asset in the reasonable judgment of the Lessor is (x) less than or equal to the buildings or improvements constructed on Threshold Amount, any portion of the Project or a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights insurance proceeds payable with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal such Casualty shall be paid directly to the then outstanding amount of Lessee, or if received by the Loan. Subordinated Lender agrees to promptlyLessor, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been be paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, over to the extent permitted in Lessee for the Loan Documents reconstruction, refurbishment and required by repair of such Leased Asset, (y) greater than the Subordinated Loan DocumentsThreshold Amount, any insurance proceeds payable with respect to such Casualty shall be paid to or at the direction Lessor but may be obtained by the Lessee and used for the purpose of Subordinated Lenderreconstructing, unless other Persons have claimed refurbishing and repairing the right affected Leased Asset upon submission to the Lessor of a Responsible Employee's Certificate to the effect that such awards or proceeds, in which case Lender shall only Leased Asset can be fully restored to the condition required under this Lease prior to provide notice the end of the Base Term for such Leased Asset (after giving effect to Subordinated Lender any extensions of such excess Award Base Term) and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim as to the excess Award or a final order cost of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoingsuch restoration (accompanied by, in the event case of a casualty or condemnationLeased Asset consisting of Property, Lender shall release the Award from any such event an Architect's certificate as to the Borrower if and foregoing matters) plus a statement as to the extent required by Lessee's affirmative ability to finance such restoration, and upon receipt of such certificate(s) in form reasonably satisfactory to the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award Lessor such amounts shall be made available to the Borrower Lessee in the manner contemplated by the Construction Agency Agreement with respect to Construction and if the foregoing certificate(s) are not delivered to the Lessor such proceeds shall be applied toward the payment of the Lease Balance for such Leased Asset and (ii) in the case of a Condemnation such award or compensation shall be paid to the Lessor to be applied in its reasonable discretion to the restoration of the affected Leased Asset or toward the payment of the Lease Balance; provided, however, that if a Default or Event of Default shall have occurred and be continuing, such award, compensation or insurance proceeds shall be paid directly to the Lessor or, if received by the Lessee, shall be held in trust for the Lessor, and shall be paid over by the Lessee to the Lessor. If, contrary to such provision, any such award, compensation or insurance proceeds are paid to the Lessee rather than to the Lessor, the Lessee hereby agrees to hold the same in trust for the benefit of the Lessor and to transfer promptly any such payment to the Lessor. All amounts held by the Lessor when a Default or Event of Default exists hereunder on account of any award, compensation or insurance proceeds either paid directly to the Lessor or turned over to the Lessor shall in its sole discretion either be (i) paid to the Lessee for the repair of damage caused by such Casualty or restoration Condemnation in accordance with clause (d) of this Section 18.1, or (ii) (A) if a Default exits, held by the Lessor until such Default is cured or becomes an Event of Default or (B) if an Event of Default exists, applied toward the payment of the Project shall not be subject to attachment by Subordinated LenderLease Balance of the affected Leased Asset.

Casualty and Condemnation. In the event of a casualty (a) Subject to the buildings provisions of this ARTICLE XIV and SECTION 13.2, (i) if all or improvements constructed on any a portion of the Project any Property is damaged or destroyed in whole or in part by a condemnation or taking under a power of eminent domain of all or Casualty, any portion of the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights insurance proceeds payable with respect to any Award except as expressly provided in this Agreementsuch Casualty shall be paid directly to the Lessee of such affected Property, or if received by the Lessor, the Lenders or the Administrative Agent, shall be paid over to such Lessee for the reconstruction, refurbishment and Subordinated Lender assigns its repair of such Property and (ii) if the use, access, occupancy, easement rights or title to any Award to Lender up to an amount equal to Property or any part thereof is the subject of a Condemnation, then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so award or compensation relating thereto shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to the Lessee of such affected Property to repair the damage caused by such Condemnation or at the direction option of Subordinated Lenderthe applicable Lessee, unless other Persons have claimed be applied to the right purchase price of the related Property purchased in accordance with SECTION 18.1 with Excess Casualty/Condemnation Proceeds, if any, being payable to such awards or proceedsthe Lessee of the affected Property; PROVIDED, HOWEVER, that, in which case Lender each case, if a Lease Event of Default shall only have occurred and be required to provide notice to Subordinated Lender of continuing, such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Awardaward, Lender compensation or insurance proceeds shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim be paid directly to the excess Award or a final order of a court of competent jurisdiction directing Lender as Administrative Agent or, if received by any Lessee, shall be held in trust for the Administrative Agent, the Lenders and the Lessor, and shall be paid over by each such Lessee to how and to which Person(s) the excess Award is Administrative Agent to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required distributed by the terms and conditions of the Loan Documents in order to repair and restore the Project Administrative Agent in accordance with the terms and provisions Participation Agreement. All amounts held by the Administrative Agent, any Lender or the Lessor when a Lease Event of Default exists hereunder on account of any award, compensation or insurance proceeds either paid directly to the Administrative Agent, such Lender or the Lessor or turned over to the Administrative Agent, such Lender or the Lessor shall at the option of the Loan Documents. Any portion Lessor either be (i) paid to the Lessee of the Award made available to the Borrower affected Property for the repair of damage caused by such Casualty or restoration Condemnation in accordance with CLAUSE (d) of the Project shall not be subject to attachment by Subordinated Lender.this SECTION

Casualty and Condemnation. In Grantor shall give Beneficiary prompt written notice of the event occurrence of a any casualty to affecting, or the buildings institution of any proceedings for eminent domain or improvements constructed on for the condemnation of, the Property or any portion thereof (collectively, an "Insured Event"). All insurance proceeds on the Property, and all causes of the Project or a action, claims, compensation, awards and recoveries for any damage, condemnation or taking under a power of eminent domain of all or any portion part of the ProjectProperty or for any damage or injury to it for any loss or diminution in value of the Property, Lender are hereby assigned to and shall have a first be paid to Beneficiary (and prior interest Grantor hereby covenants and agrees that Grantor shall deliver or cause to be delivered to Beneficiary any proceeds or awards which may be payable to, or received by, Grantor). Beneficiary may participate in any suits or proceedings relating to any such proceeds, causes of action, claims, compensation, awards or recoveries and Beneficiary is hereby authorized, in its own name or in Grantor's name, to adjust any loss covered by insurance or any condemnation claim or cause of action, and to settle or compromise any paymentsclaim or cause of action in connection therewith, awardsand Grantor shall from time to time deliver to Beneficiary any instruments required to permit such participation; provided, proceedshowever, distributions, or consideration arising from that Beneficiary shall not have the right to participate in the adjustment of any such event loss which is not in excess of $350,000.00 (the “AwardThreshold Amount”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstandingIf requested by Beneficiary, it has no lien on Grantor shall provide copies to Beneficiary of all notices or security interest filings made or received by Grantor in any Award, nor any rights connection with such casualty or condemnation suits or proceedings or with respect to the collection of the insurance proceeds or condemnation award, as the case may be. Provided no default is then continuing hereunder or under any Award except as expressly of the other Loan Documents beyond applicable notice and/or cure period, if any, provided in this Agreementherein, and Subordinated Lender assigns no event has occurred which, with the giving of notice or the passage of time or both, would constitute an Event of Default hereunder or under any of the other Loan Documents, Beneficiary shall apply any sums received by it under this Section first to the payment of all of its rights to any Award to Lender up to costs and expenses (including, but not limited to, reasonable legal fees and disbursements) incurred in obtaining those sums, and then, as follows: In the event that Beneficiary receives insurance proceeds or condemnation awards upon the occurrence of an Insured Event in an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan DocumentsThreshold Amount, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower Beneficiary shall, to the extent permitted such insurance proceeds or condemnation awards are available for such purpose, disburse to Grantor the amount paid or incurred by Grantor as a result of any such Insured Event for costs and expenses incurred by Grantor to repair or restore the Property (collectively the "Casualty Repairs") within ten (10) days following: (A) the receipt by Beneficiary of a written request from Grantor for disbursement and a certification by Grantor to Beneficiary that the applicable item of Repair has been completed; (B) the delivery to Beneficiary of invoices, receipts or other evidence verifying the cost of performing the Casualty Repairs; and (C) for disbursement requests (i) in excess of $20,000.00 with respect to any single Casualty Repair, or (ii) for any single Casualty Repair that is structural in nature, delivery to Beneficiary of (1) affidavits, lien waivers or other evidence reasonably satisfactory to Beneficiary showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Loan Documents Property have been paid all amounts due for labor and materials furnished to the Property; (2) a certification from an inspecting architect or other third party acceptable to Beneficiary describing the completed Casualty Repairs and verifying the completion of the Casualty Repairs and the value of the completed Casualty Repairs; and (3) a new (or amended) certificate of occupancy for the portion of the Improvements covered by such Casualty Repairs, if said new certificate of occupancy was required by the Subordinated Loan Documentslaw, be paid to or at the direction a certification by Grantor that no new certificate of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender occupancy was required by law. Beneficiary shall only not be required to provide notice to Subordinated Lender of make any such excess Award and of advances more frequently than one time in any other claims theretocalendar month. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives proceeds or awards from an agreement signed by all Persons making a claim to Insured Event exceed the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(sThreshold Amount but less than thirty-five (35%) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions percent of the Loan Documents in order to repair and restore Improvements located on the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available to the Borrower for the repair Real Estate have been taken or restoration of the Project shall not be subject to attachment by Subordinated Lender.destroyed, then if:

Casualty and Condemnation. In the event of (a) If all or a casualty to the buildings or improvements constructed on any portion of the Project Leased Property is damaged or destroyed in whole or in part by a condemnation or taking under Casualty (other than a power of eminent domain of all or Significant Casualty, which shall be governed by SECTION 15.1) any portion of the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights insurance proceeds payable with respect to any Award except as expressly provided in this Agreementsuch Casualty, shall be paid directly to Lessor, or if received by Administrative Agent or Lenders, shall be paid over to Lessor, and Subordinated Lender assigns its shall in each case be advanced to Lessee to be used solely for the reconstruction, refurbishment and repair of Leased Property, and if the use, access, occupancy, easement rights or title to the Leased Property or any Award part thereof is the subject of a Condemnation (other than a Significant Condemnation), then any award or compensation relating thereto, shall be paid to Lender up Lessor and shall be used solely for the restoration of the Leased Property such insurance proceeds or condemnation awards and any amounts in the case of either a Casualty or Condemnation will be applied in the manner provided for in Section 5.3(i) of the Participation Agreement. Any insurance proceeds or condemnation award payable with respect to an amount equal a Casualty or Condemnation occurring prior to the Base Term Commencement Date or aggregating more than $5,000,000 shall be held in trust by Administrative Agent in a segregated account for reimbursement to Lessee from time to time during the course of Xxxxxx's restoration of the Leased Property and compliance with the provisions of SECTION 9.1 and with respect to a Casualty or Condemnation occurring prior to the Base Term Commencement Date to fund the payment of interest and Yield accruing on the Notes and Certificates and the payment of Fees accruing during such period. Any such amounts held by Administrative Agent shall be invested by Administrative Agent at the direction of Lessor from time to time, with all interest and earnings on such investments being applied promptly upon receipt thereof by Administrative Agent from time to time to reduce the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation Lease Balance in accordance with the provisions of Section 5.3(i) of the terms set forth in Participation Agreement. All amounts held by Administrative Agent, Lessor or any of the Participants on account of any award, compensation or insurance proceeds paid directly to or otherwise received by Lessor, Administrative Agent or any of the Participants shall promptly be remitted to Lessee (or if the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documentsapplicable, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion Administrative Agent) to be so remitted to Borrower shall, to the extent permitted applied in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributedaccordance with this SECTION 14.1. Notwithstanding the foregoing, if any Lease Event of Default shall have occurred and be continuing, such award, compensation or insurance proceeds shall be paid directly to Administrative Agent or, if received by Lessee, shall be held in trust for the event of a casualty or condemnation, Lender Participants and shall release the Award from any such event be paid over by Lessee to the Borrower if and Administrative Agent to the extent required be distributed by the terms and conditions of the Loan Documents in order to repair and restore the Project Administrative Agent in accordance with the terms Participation Agreement. All amounts held by Lessor or Administrative Agent on account of any award, compensation or insurance proceeds either paid directly to Lessor or Administrative Agent or turned over to Lessor or Administrative Agent, in each case after the occurrence and provisions during the continuance of a Lease Event of Default shall at the option of Lessor (at the direction of the Loan Documents. Any portion of the Award made available Required Participants) either be (A) paid to the Borrower Lessee for the repair of damage caused by such Casualty or restoration of Condemnation in accordance with this CLAUSE (a), or (B) applied to Lease Balance and any other amounts owed by Lessee under the Project shall not be subject to attachment by Subordinated LenderOperative Documents in accordance with ARTICLE XVI.