Common use of Condemnation Awards Clause in Contracts

Condemnation Awards. The Mortgagor, immediately upon obtaining knowledge, by receipt of service of process or otherwise, of the institution of any proceedings for the condemnation of any of the Mortgaged Property, will notify the Mortgagee of the pendency of such proceedings. The Mortgagor will file and prosecute its claim(s) for any award or payment in good faith and with diligence. The Mortgagee may participate in any such proceedings and the Mortgagor from time to time will deliver to the Mortgagee all instruments requested by it to permit such participation. The Mortgagor shall not settle any action or proceeding or agree to accept any award or payment without the prior written consent of the Mortgagee. The Mortgagor will cause all awards and compensation payable to the Mortgagor as a result of any such condemnation or other taking (or purchase in lieu thereof) to be paid over promptly to the Mortgagee. Without limiting the generality of Section 5(b) hereof, the Mortgagor, upon request by the Mortgagee, shall make, execute and deliver any and all instruments requested for the purpose of confirming the assignment of the aforesaid awards and compensation to the Mortgagee free and clear of any Liens other than the Permitted Encumbrances. The Mortgagee shall not be limited to the interest paid on the proceeds of any award or compensation, but shall be entitled to the payment by the Mortgagor of interest at the highest rate specified in the Financing Agreement for interest on the principal of the Loan or such other rate as shall be fixed by Applicable Law. The Mortgagee shall apply all such proceeds, in its discretion, as specified in Section 7(d) hereof or to the restoration of the Mortgaged Property. In no event shall the Mortgagee be required to satisfy or discharge this Mortgage until the Obligations are fully paid, and the Mortgagee shall not be required to release from the Lien of this Mortgage any portion of the Real Property so taken until the Mortgagee receives the award or payment for the portion so taken. The application of such award or payment toward payment of the Obligations shall not be deemed a waiver by the Mortgagee of its right to receive payment of the balance of the Obligations in accordance with the provisions of the Loan Documents. The Mortgagee shall have the right, but not the obligation, to question the amount of the award or payment, and the Mortgagee may accept the same without prejudice to any rights that the Mortgagee may have to question such amount. Notwithstanding any taking by condemnation or eminent domain, closing of, or alteration of the grade of, any street or other injury to or decrease in value of the Real Property by any public or quasi-public authority or corporation, the unpaid principal portion of the Obligations shall continue to bear interest at the rate payable pursuant to the applicable Loan Documents until the applicable award or payment shall have been actually received by the Mortgagee, and any reduction in the Obligations resulting from the application by the Mortgagee of any such award or payment shall be deemed to take effect only on the date of such receipt.

Condemnation Awards. In the event all or any part of the Premises are taken in eminent domain or condemnation proceedings, or by alteration in grade of any street or any reacquisitions by any redevelopment or other governmental agency or for public use or in any other manner, all of the expense, including appraisers' and attorneys' fees, reasonably incurred therein by Mortgagee shall be paid by Mortgagor to Mortgagee upon demand, with interest at the Default Rate as defined in the Note, from the date of such demand until paid, and shall be secured by this Mortgage. The Mortgagor, immediately upon obtaining knowledge, by receipt of service of process or otherwise, knowledge of the institution of any proceedings for the condemnation of the Premises or any of the Mortgaged Propertyportion thereof, will notify the Mortgagee of the pendency of such proceedings. The Mortgagor will file and prosecute its claim(s) for any award or payment in good faith and with diligence. The Mortgagee may participate in any such proceedings proceedings, and the Mortgagor from time to time will deliver to the Mortgagee all instruments reasonably requested by it to permit such participation. The Mortgagor All awards and compensation or other taking, or purchase in lieu thereof (but only to the extent to pay the Indebtedness), of the Premises or any part thereof which are awarded for the taking of the portion of the Mortgaged Property which constitutes real property, are hereby assigned to and shall not settle any action or proceeding or agree be paid to accept any award or payment without the prior written consent of the Mortgagee. The Mortgagor will cause all hereby authorizes the Mortgagee to collect and receive such awards and compensation payable compensation, to give proper receipts and acquittances therefor and, in the Mortgagee's sole discretion, to apply the same toward the payment of the Indebtedness, notwithstanding the fact that the Indebtedness may not then be due and payable, or to the Mortgagor as a result restoration of any such condemnation or other taking the Premises (or purchase in lieu thereof) to be paid over promptly to the Mortgageeapplicable portion thereof). Without limiting the generality of Section 5(b) hereof, the The Mortgagor, upon request by the Mortgagee, shall make, execute and deliver any and all instruments requested for the purpose purposes of confirming the assignment of the aforesaid awards and compensation to the Mortgagee Mortgagee, free and clear of any Liens other than liens, charges or encumbrances of any kind or nature whatsoever. In the Permitted Encumbrances. The event Mortgagee shall be prohibited from intervening and participating in any such condemnation proceedings by the court having jurisdiction over such proceedings, Mortgagor shall consult with Mortgagee in connection with such proceedings, and Mortgagor shall not enter into any agreement with regard to the Mortgaged Property or any award or payment on account thereof unless Mortgagee shall have consented thereto in writing, which consent shall not be limited to the interest paid on the proceeds of any award or compensation, but shall be entitled to the payment by the Mortgagor of interest at the highest rate specified in the Financing Agreement for interest on the principal of the Loan or such other rate as shall be fixed by Applicable Law. The Mortgagee shall apply all such proceeds, in its discretion, as specified in Section 7(d) hereof or to the restoration of the Mortgaged Property. In no event shall the Mortgagee be required to satisfy or discharge this Mortgage until the Obligations are fully paid, and the Mortgagee shall not be required to release from the Lien of this Mortgage any portion of the Real Property so taken until the Mortgagee receives the award or payment for the portion so taken. The application of such award or payment toward payment of the Obligations shall not be deemed a waiver by the Mortgagee of its right to receive payment of the balance of the Obligations in accordance with the provisions of the Loan Documents. The Mortgagee shall have the right, but not the obligation, to question the amount of the award or payment, and the Mortgagee may accept the same without prejudice to any rights that the Mortgagee may have to question such amountunreasonably withheld. Notwithstanding any taking by condemnation, there shall be no abatement or reduction in the amounts of payments owed by Mortgagor hereunder or under the Note in the event of any condemnation or eminent domainaffecting the Mortgaged Property, closing of, or alteration of the grade of, any street or other injury to or decrease in value of the Real Property by any public or quasi-public authority or corporation, the unpaid principal portion of the Obligations and Mortgagor shall continue to bear make all payments or principal and interest at the rate payable pursuant to the applicable Loan Documents until the applicable award or payment shall have been provided for herein and therein. Any awards therefor actually received and retained by Mortgagee shall be applied by Mortgagee against the Mortgagee, and any principal due at maturity under the Note. Any reduction in the Obligations principal resulting from the application by the Mortgagee of any such award or payment awards shall be net of all collection costs, disbursements, expenses, and reasonable counsel fees and shall be deemed to take effect only on the date of actual receipt of such receiptaward by Mortgagee. In the event of any loss or damage to the Mortgaged Property occasioned by condemnation, Mortgagor shall promptly commence and diligently pursue to completion the repair, restoration, and rebuilding of the Mortgaged Property to as nearly as possible its value, condition, and character immediately prior to such loss or damage.

Condemnation Awards. The Mortgagor covenants and agrees that if at any time all or any portion of the Mortgaged Premises shall be taken or damaged under the power of eminent domain, the award received by condemnation proceedings for any property so taken or any payment received in lieu of such condemnation proceedings shall be paid directly to Mortgagee and, subject to compliance with the next succeeding sentence of this Paragraph 12, applied as a principal prepayment on the Note in such order as Mortgagee shall determine in its sole discretion. Subject to the same terms and conditions for payment of insurance proceeds to Mortgagor as set forth in Paragraph 3 above, such award or payment from condemnation proceedings shall be paid to Mortgagor for the purpose of altering, restoring or rebuilding any part of the Mortgaged Premises which may have been altered, damaged or destroyed as a result of any such taking or damage; provided, that Mortgagee shall not be obligated to see to the application of any amount paid over to Mortgagor. If the terms for payment of such award to Mortgagor are not met, then Mortgagee may retain and apply the award toward payment of the indebtedness secured by this Mortgage. Xxxxxxxxx, immediately upon obtaining knowledge, by receipt of service of process or otherwise, knowledge of the institution of any proceedings or negotiations for the condemnation of any of the Mortgaged PropertyPremises, or any portion thereof, will notify the Mortgagee in writing of the pendency of such negotiations or proceedings. The Mortgagor will file and prosecute its claim(s) for any award or payment in good faith and with diligence. The Mortgagee may participate in any such proceedings negotiations or proceedings, and the Mortgagor Xxxxxxxxx from time to time will execute and deliver to the Mortgagee all instruments requested by it Mortgagee to permit such participation. The Mortgagor shall not settle any action or proceeding or agree to accept any award or payment without the prior written consent of the Mortgagee. The Mortgagor will cause all awards and compensation payable to the Mortgagor as a result of any such condemnation or other taking (or purchase in lieu thereof) to be paid over promptly to the Mortgagee. Without limiting the generality of Section 5(b) hereof, the Mortgagor, upon request by the Mortgagee, shall make, execute and deliver any and all instruments requested for the purpose of confirming the assignment of the aforesaid awards and compensation to the Mortgagee free and clear of any Liens other than the Permitted Encumbrances. The Mortgagee shall not be limited to the interest paid on the proceeds of any award or compensation, but shall be entitled to the payment by the Mortgagor of interest at the highest rate specified in the Financing Agreement for interest on the principal of the Loan or such other rate as shall be fixed by Applicable Law. The Mortgagee shall apply all such proceeds, in its discretion, as specified in Section 7(d) hereof or to the restoration of the Mortgaged Property. In no event shall the Mortgagee be required to satisfy or discharge this Mortgage until the Obligations are fully paid, and the Mortgagee shall not be required to release from the Lien of this Mortgage any portion of the Real Property so taken until the Mortgagee receives the award or payment for the portion so taken. The application of such award or payment toward payment of the Obligations shall not be deemed a waiver by the Mortgagee of its right to receive payment of the balance of the Obligations in accordance with the provisions of the Loan Documents. The Mortgagee shall have the right, but not the obligation, to question the amount of the award or payment, and the Mortgagee may accept the same without prejudice to any rights that the Mortgagee may have to question such amount. Notwithstanding any taking by condemnation or eminent domain, closing of, or alteration of the grade of, any street or other injury to or decrease in value of the Real Property by any public or quasi-public authority or corporation, the unpaid principal portion of the Obligations shall continue to bear interest at the rate payable pursuant to the applicable Loan Documents until the applicable award or payment shall have been actually received by the Mortgagee, and any reduction in the Obligations resulting from the application by the Mortgagee of any such award or payment shall be deemed to take effect only on the date of such receipt.

Condemnation Awards. The Mortgagor, Borrower shall immediately upon obtaining knowledge, by receipt of service of process or otherwise, notify Lender of the institution of any proceedings proceeding for the condemnation of any or other taking of the Mortgaged PropertyProject, will notify the Mortgagee Condominium Project or any portion thereof subject to the terms of the pendency of such proceedings. The Mortgagor will file and prosecute its claim(s) for any award or payment in good faith and with diligence. The Mortgagee Condominium Declaration, Lender may participate in any such proceedings proceeding and the Mortgagor from time to time Borrower will deliver to the Mortgagee Lender all instruments requested necessary or required by it Lender to permit such participation. The Mortgagor Without Lender’s prior consent, Borrower (1) shall not settle agree to any compensation or award, and (2) shall not take any action or proceeding or agree fail to accept take any award or payment without action which would cause the prior written consent of the Mortgageecompensation to be determined. The Mortgagor will cause all All awards and compensation payable to for the Mortgagor as a result of any such condemnation or other taking (or purchase in lieu thereof) of condemnation of the Project or any part thereof are hereby assigned to and shall be paid over promptly to the MortgageeLender. Without limiting the generality of Section 5(b) hereof, the Mortgagor, upon request by the Mortgagee, shall make, execute Borrower authorizes Lender to collect and deliver any and all instruments requested for the purpose of confirming the assignment of the aforesaid receive such awards and compensation to the Mortgagee free and clear of (and, if any Liens other than the Permitted Encumbrances. The Mortgagee shall not be limited to the interest paid on the proceeds of any such award or compensationcompensation is paid by check, but shall be entitled draft or other negotiable demand instrument made payable to Borrower or to Borrower and Lender jointly, to endorse the same on Borrower’s behalf), to give proper receipts and acquittances therefor, and in Lender’s sole discretion to apply the same toward the payment by the Mortgagor of interest at the highest rate specified in the Financing Agreement for interest on the principal of the Loan, notwithstanding that the Loan or such other rate as shall may not then be fixed by Applicable Law. The Mortgagee shall apply all such proceedsdue and payable, in its discretion, as specified in Section 7(d) hereof or to the restoration of the Mortgaged Property. In no event shall Project; however, if the Mortgagee award is less than or equal to $100,000.00 and Borrower requests that such proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to satisfy or discharge this Mortgage until the Obligations are fully paidbe made as a result of such condemnation, and the Mortgagee shall not be required to release from the Lien of this Mortgage any portion of the Real Property so taken until the Mortgagee receives Lender will apply the award or payment for the portion so taken. The application of to such award or payment toward payment of the Obligations shall not be deemed a waiver by the Mortgagee of its right to receive payment of the balance of the Obligations restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments requested to confirm the provisions assignment of the Loan Documentsawards and compensation to Lender, free and clear of all liens, charges or encumbrances. The Mortgagee shall have Notwithstanding anything to the rightcontrary contained herein, but not the obligation, any condemnation award relating to question the amount any common elements or limited common elements of the award or payment, and Condominium Project shall be governed by the Mortgagee may accept the same without prejudice to any rights that the Mortgagee may have to question such amount. Notwithstanding any taking by condemnation or eminent domain, closing of, or alteration terms of the grade of, any street or other injury Condominium Declaration and Lender’s rights with respect to or decrease in value of the Real Property by any public or quasi-public authority or corporation, the unpaid principal portion of the Obligations condominium proceeds shall continue attach to bear Borrower’s interest at the rate payable pursuant to the applicable Loan Documents until the applicable award or payment shall have been actually received by the Mortgagee, and any reduction in the Obligations resulting from the application by the Mortgagee of any such award or payment shall be deemed to take effect only on the date of such receiptsame.

Condemnation Awards. The Mortgagor, immediately upon obtaining knowledge, by receipt of service of process or otherwise, knowledge of the institution of any proceedings for the condemnation of the Premises or any of the Mortgaged Propertyportion thereof, will notify the Mortgagee of the pendency of such proceedings. The Mortgagor will file and prosecute its claim(s) for any award or payment in good faith and with diligence. The Mortgagee may participate in any such proceedings and the Mortgagor from time to time will deliver to the Mortgagee all instruments requested by it to permit such participation. The Mortgagor shall not settle any action or proceeding or agree Subject to accept any award or payment without the prior written consent terms and conditions of the Mortgagee. The Mortgagor will cause Leases, all awards and compensation payable to the Mortgagor as a result of any such condemnation or other taking (or purchase in lieu thereof) , of the Premises or any part thereof, are hereby assigned to and shall be paid over promptly to the Mortgagee. Without limiting Subject to the generality terms and conditions of Section 5(b) hereofthe Leases, the Mortgagor hereby authorizes the Mortgagee to collect and receive such awards and compensation, to give proper receipts and acquittances therefor and, in the Mortgagee's sole discretion, to apply the same toward the payment of the Indebtedness, notwithstanding the fact that the Indebtedness may not then be due and payable, or to the restoration of the Improvements. In the event that any portion of the condemnation awards or compensation shall be used to reduce the Indebtedness, same shall be applied by the Mortgagee in any manner it shall designate, including, but not limited to, the application of such award or compensation to then unpaid installments of the principal balance of the Indebtedness in the inverse order of their maturity so that the regular payments under the Loan Agreement shall not be reduced or altered in any manner. The Mortgagor, upon request by the Mortgagee, shall make, execute and deliver any and all instruments requested for the purpose of confirming the assignment of the aforesaid awards and compensation to the Mortgagee free and clear of any Liens other than the Permitted Encumbrancesliens, charges or encumbrances of any kind or nature whatsoever. The Mortgagee shall not be limited to the interest paid on the proceeds of any award or compensation, but shall be entitled to the payment by the Mortgagor of interest at the highest applicable rate specified provided for herein or in the Financing Loan Agreement for interest on . Notwithstanding the principal voiding of the Loan original sale(s) or such other rate as shall be fixed by Applicable Law. The Mortgagee shall apply leasing(s) of all such proceeds, in its discretion, as specified in Section 7(d) hereof or to the restoration of the Mortgaged Property. In no event shall the Mortgagee be required to satisfy or discharge this Mortgage until the Obligations are fully paid, and the Mortgagee shall not be required to release from the Lien of this Mortgage any portion of the Real Property so taken until Premises, the Mortgagee receives Mortgagor shall continue to pay the award or Indebtedness at the time and in the manner provided for its payment for in the portion so taken. The application of such award or payment toward payment of Loan Agreement and in this Mortgage and the Obligations Indebtedness shall not be deemed a waiver reduced until any payment therefor shall have been actually received and applied by the Mortgagee to the discharge of the Indebtedness. The Mortgagee may apply any such payment to the discharge of the Indebtedness whether or not then due and payable in such priority and proportions as the Mortgagee in its discretion shall deem to be proper. If the Premises are sold, through foreclosure or otherwise, prior to the receipt by the Mortgagee of its right to receive payment of such payment, the balance of the Obligations in accordance with the provisions of the Loan Documents. The Mortgagee shall have the right, but whether or not a deficiency judgment under the obligation, to question the amount of the award or payment, and the Mortgagee may accept the same without prejudice to any rights that the Mortgagee may have to question such amount. Notwithstanding any taking by condemnation or eminent domain, closing of, or alteration of the grade of, any street or other injury to or decrease in value of the Real Property by any public or quasi-public authority or corporation, the unpaid principal portion of the Obligations shall continue to bear interest at the rate payable pursuant to the applicable Loan Documents until the applicable award or payment Agreement shall have been actually received by sought, recovered or denied, to receive said payment, or a portion thereof sufficient to pay the Indebtedness, whichever is less. The Mortgagor, after obtaining the prior written consent of the Mortgagee, shall file and prosecute its claim or claims for any such payment in good faith and with due diligence and cause the same to be collected and paid over to the Mortgagee, and any reduction hereby irrevocably authorizes and empowers the Mortgagee, in the Obligations resulting from name of the application by Mortgagor or otherwise, to collect and receipt for any such payment and to file and prosecute such claim or claims, and although it is hereby expressly agreed that the Mortgagee same shall not be necessary in any event, the Mortgagor shall, upon demand of the Mortgagee, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such payment to the Mortgagee, free and clear of any such award encumbrances of any kind or payment shall be deemed to take effect only on the date of such receiptnature whatsoever.

Condemnation Awards. The Mortgagor, immediately upon ------------ ------------------- obtaining knowledge, by receipt of service of process or otherwise, knowledge of the institution of any proceedings for the condemnation of the Premises or any of the Mortgaged Propertyportion thereof, will notify the Mortgagee of the pendency of such proceedings. The Mortgagor will file and prosecute its claim(s) for any award or payment in good faith and with diligence. The Mortgagee may participate in any such proceedings and the Mortgagor from time to time will deliver to the Mortgagee all instruments requested by it to permit such participation. The Mortgagor shall not settle any action or proceeding or agree to accept any award or payment without the prior written consent of the Mortgagee. The Mortgagor will cause all All awards and compensation payable to the Mortgagor as a result of any such condemnation or other taking (or purchase in lieu thereof) , of the Premises or any part thereof, are hereby assigned to and shall be paid over promptly to the Mortgagee. Without limiting The Mortgagor hereby authorizes the generality Mortgagee to collect and receive such awards and compensation, to give proper receipts and acquittances therefor and, in the Mortgagee's sole discretion, to apply the same toward the payment of Section 5(b) hereofthe Indebtedness, notwithstanding the fact that the Indebtedness may not then be due and payable, or to the restoration of the Improvements. In the event that any portion of the condemnation awards or compensation shall be used to reduce the Indebtedness, same shall be applied by the Mortgagee in any manner it shall designate, including, but not limited to, the application of such award or compensation to then unpaid installments of the principal balance of the Indebtedness in the inverse order of their maturity so that the regular payments under the Loan Agreement and the Note shall not be reduced or altered in any manner. The Mortgagor, upon request by the Mortgagee, shall make, execute and deliver any and all instruments requested for the purpose of confirming the assignment of the aforesaid awards and compensation to the Mortgagee free and clear of any Liens other than the Permitted Encumbrancesliens, charges or encumbrances of any kind or nature whatsoever. The Mortgagee shall not be limited to the interest paid on the proceeds of any award or compensation, but shall be entitled to the payment by the Mortgagor of interest at the highest applicable rate specified in provided for herein. Notwithstanding the Financing Agreement for interest on the principal voiding of the Loan original sale(s) or such other rate as shall be fixed by Applicable Law. The Mortgagee shall apply leasing(s) of all such proceeds, in its discretion, as specified in Section 7(d) hereof or to the restoration of the Mortgaged Property. In no event shall the Mortgagee be required to satisfy or discharge this Mortgage until the Obligations are fully paid, and the Mortgagee shall not be required to release from the Lien of this Mortgage any portion of the Real Property so taken until Premises, the Mortgagee receives Mortgagor shall pay the award or Indebtedness at the time and in the manner provided for its payment for in the portion so taken. The application of such award or payment toward payment of Guaranty Obligation and in this Mortgage and the Obligations Indebtedness shall not be deemed a waiver reduced until any payment therefor shall have been actually received and applied by the Mortgagee to the discharge of the Indebtedness. The Mortgagee may apply any such payment to the discharge of the Indebtedness whether or not then due and payable in such priority and proportions as the Mortgagee in its discretion shall deem to be proper. If the Premises are sold, through foreclosure or otherwise, prior to the receipt by the Mortgagee of its right to receive payment of such payment, the balance of the Obligations in accordance with the provisions of the Loan Documents. The Mortgagee shall have the right, but whether or not a deficiency judgment on the obligation, to question the amount of the award or payment, and the Mortgagee may accept the same without prejudice to any rights that the Mortgagee may have to question such amount. Notwithstanding any taking by condemnation or eminent domain, closing of, or alteration of the grade of, any street or other injury to or decrease in value of the Real Property by any public or quasi-public authority or corporation, the unpaid principal portion of the Obligations shall continue to bear interest at the rate payable pursuant to the applicable Loan Documents until the applicable award or payment Note shall have been actually received by sought, recovered or denied, to receive said payment, or a portion thereof sufficient to pay the Indebtedness, whichever is less. The Mortgagor, after obtaining the prior written consent of the Mortgagee, shall file and prosecute its claim or claims for any such payment in good faith and with due diligence and cause the same to be collected and paid over to the Mortgagee, and any reduction hereby irrevocably authorizes and empowers the Mortgagee, in the Obligations resulting from name of the application by Mortgagor or otherwise, to collect and receipt for any such payment and to file and prosecute such claim or claims, and although it is hereby expressly agreed that the Mortgagee same shall not be necessary in any event, the Mortgagor shall, upon demand of the Mortgagee, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such payment to the Mortgagee, free and clear of any such award encumbrances of any kind or payment shall be deemed to take effect only on the date of such receiptnature whatsoever.

Condemnation Awards. The Mortgagor, immediately upon obtaining knowledge, by receipt of service of process or otherwise, of the institution of any proceedings for the condemnation of any of the Mortgaged Property, will Borrower shall promptly notify the Mortgagee of the pendency commencement of such proceedings. The any condemnation proceedings affecting the Premises, the Improvements, the Appurtenances or any part thereof or for use and occupancy or for change of grade of streets and after the occurrence of an Event of Default and Mortgagor will file and prosecute its claim(s) for any award or payment hereby irrevocably authorizes Mortgagee to appear in good faith and with diligence. The Mortgagee may participate in any such proceedings and to participate with Mortgagor in the Mortgagor determination of any Condemnation Awards, to collect and receive any Condemnation Awards from time the authorities making the same, to time will deliver give proper receipts and acquittances therefor and to apply the Net Proceeds thereof to payment on account of the unpaid principal amount of the Loan, whether then matured or not, together with interest thereon at the Contract Rate to the Mortgagee all instruments requested date of receipt of such payment by it to permit such participation. The Mortgagor shall not settle Mortgagee, notwithstanding any action or proceeding or agree to accept any award or payment without the prior written consent lesser rate of the Mortgagee. The Mortgagor will cause all awards and compensation payable to the Mortgagor as a result of any such condemnation or other taking (or purchase in lieu thereof) interest required to be paid over promptly to the Mortgagee. Without limiting the generality of Section 5(b) hereof, the Mortgagor, upon request by the Mortgagee, shall make, execute and deliver any and all instruments requested for authorities making the purpose of confirming the assignment of the aforesaid awards and compensation to the Mortgagee free and clear of any Liens other than the Permitted Encumbrancessame. The Mortgagee shall not be limited to the interest paid on the proceeds of any award or compensation, but shall be entitled to the payment by the Mortgagor of interest at the highest rate specified in the Financing Agreement for interest on the principal of the Loan or such other rate as shall be fixed by Applicable Law. The Mortgagee shall apply all such proceeds, in its discretion, as specified in Section 7(d) hereof or to the restoration of the Mortgaged Property. In no event shall the Mortgagee be required to satisfy or discharge this Mortgage until the Obligations are fully paid, and the Mortgagee shall not be required to release from the Lien of this Mortgage any portion of the Real Property so taken until the Mortgagee receives the award or payment for the portion so taken. The After application of such award or payment toward payment of the Obligations shall not be deemed a waiver by the Mortgagee of its right to receive payment of the balance of the Obligations in accordance with the provisions terms of the Loan Documents. The Mortgagee shall have the right, but not the obligation, to question the amount of the award or payment, and the Mortgagee may accept the same without prejudice to any rights that the Mortgagee may have to question such amount. Notwithstanding any taking by condemnation or eminent domain, closing of, or alteration of the grade of, any street or other injury to or decrease in value of the Real Property by any public or quasi-public authority or corporationthis Mortgage, the unpaid principal remaining portion of the Obligations Condemnation Award (if any) shall continue be paid over to bear interest at Borrower or otherwise as a court of competent jurisdiction may direct. Mortgagor shall submit to Mortgagee for prior approval the rate payable pursuant proposed amount of any Condemnation Award to the applicable Loan Documents until the applicable award or payment shall have been actually received be made by the Mortgagee, and any reduction in the Obligations resulting from the application by the Mortgagee reason of any such award taking or payment condemnation. Mortgagor hereby appoints Mortgagee its agent and attorney-in-fact (which appointment shall be deemed to take effect only be an agency coupled with an interest), with full power of substitution, to appear in any such proceeding and to participate in the determination of any Condemnation Awards on its behalf in the date event that, at the time of any such receipttaking or condemnation, any Event of Default has occurred and is continuing. Mortgagor shall execute and deliver to Mortgagee on demand such assignments and other instruments as Mortgagee may require for such purposes and Borrower shall reimburse Mortgagee and the Agency for its costs (including reasonable legal fees) in the collection of any Condemnation Awards.

Condemnation Awards. The MortgagorGrantor assigns all awards and compensation for any condemnation or other taking, or any purchase in lieu thereof, to Beneficiary and authorizes Beneficiary to collect and receive such awards and compensation and to give proper receipts and acquittances therefor, provided Grantor may contest the validity of such claims and demands so long as (1) Grantor notifies Beneficiary that it intends to contest such claim or demand, (2) Grantor provides Beneficiary with an indemnity, bond or other security satisfactory to Beneficiary (including an endorsement to Beneficiary’s title insurance policy insuring against such claim or demand) assuring the discharge of Grantor’s obligations for such claims and demands, including interest and penalties, and (3) Grantor is diligently contesting the same by appropriate legal proceedings in good faith and at its own expense and concludes such contest prior to the tenth (10th) day preceding the earlier to occur of the maturity date of the Notes or the date on which a Mortgaged Property is scheduled to be sold for non-payment. Grantor shall immediately upon obtaining knowledge, by receipt of service of process or otherwise, notify Beneficiary of the institution of any proceedings proceeding for the condemnation of any or other taking of the Mortgaged Property, will notify the Mortgagee of the pendency of such proceedingsProperty or any portion thereof. The Mortgagor will file and prosecute its claim(s) for any award or payment in good faith and with diligence. The Mortgagee Beneficiary may participate in any such proceedings proceeding and the Mortgagor from time to time Grantor will deliver to the Mortgagee Beneficiary all instruments requested necessary or required by it Beneficiary to permit such participation. The Mortgagor Without Beneficiary’s prior consent, Grantor (1) shall not settle agree to any compensation or award, and (2) shall not take any action or proceeding or agree fail to accept take any award or payment without action which would cause the prior written consent of the Mortgageecompensation to be determined. The Mortgagor will cause all All awards and compensation payable to for the Mortgagor as a result of any such condemnation or other taking (or purchase in lieu thereof) of condemnation of the Mortgaged Property or any part thereof are hereby assigned to and shall be paid over promptly to Beneficiary. Grantor authorizes Beneficiary to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in Beneficiary’s sole discretion to apply the Mortgagee. Without limiting same toward the generality of Section 5(b) hereof, the Mortgagor, upon request by the Mortgagee, shall make, execute and deliver any and all instruments requested for the purpose of confirming the assignment payment of the aforesaid awards Notes, without premium or penalty and compensation to notwithstanding that the Mortgagee free Notes may not then be due and clear of any Liens other than the Permitted Encumbrances. The Mortgagee shall not be limited to the interest paid on the proceeds of any award or compensationpayable, but shall be entitled to the payment by the Mortgagor of interest at the highest rate specified in the Financing Agreement for interest on the principal of the Loan or such other rate as shall be fixed by Applicable Law. The Mortgagee shall apply all such proceeds, in its discretion, as specified in Section 7(d) hereof or to the restoration of the Mortgaged Property. In no event shall ; however, if the Mortgagee award is less than or equal to $50,000 and Grantor requests that such proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to satisfy or discharge this Mortgage until the Obligations are fully paidbe made as a result of such condemnation, and the Mortgagee shall not be required to release from the Lien of this Mortgage any portion of the Real Property so taken until the Mortgagee receives Beneficiary will apply the award or payment for the portion so taken. The application of to such award or payment toward payment of the Obligations shall not be deemed a waiver by the Mortgagee of its right to receive payment of the balance of the Obligations restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Grantor, upon request by Beneficiary, shall execute all instruments requested to confirm the provisions assignment of the Loan Documents. The Mortgagee shall have the rightawards and compensation to Beneficiary, but not the obligationfree and clear of all liens, to question the amount of the award charges or payment, and the Mortgagee may accept the same without prejudice to any rights that the Mortgagee may have to question such amount. Notwithstanding any taking by condemnation or eminent domain, closing of, or alteration of the grade of, any street or other injury to or decrease in value of the Real Property by any public or quasi-public authority or corporation, the unpaid principal portion of the Obligations shall continue to bear interest at the rate payable pursuant to the applicable Loan Documents until the applicable award or payment shall have been actually received by the Mortgagee, and any reduction in the Obligations resulting from the application by the Mortgagee of any such award or payment shall be deemed to take effect only on the date of such receiptencumbrances.

Condemnation Awards. The Mortgagor, immediately upon obtaining knowledge, Borrower shall promptly notify Lender of the receipt by receipt Borrower of service of process or otherwise, written notice of the institution of any proceedings proceeding for the condemnation of any or other taking of the Mortgaged Property, will notify the Mortgagee of the pendency of such proceedingsProperty or any portion thereof. The Mortgagor will file and prosecute its claim(s) for any award or payment in good faith and with diligence. The Mortgagee Lender may participate in any such proceedings proceeding and the Mortgagor from time to time will Borrower shall deliver to the Mortgagee Lender all instruments requested necessary or required by it Lender to permit such participation. The Mortgagor Without Lender's prior written consent (which consent shall not settle be unreasonably withheld), Borrower (i) shall not agree to any compensation or award, and (ii) shall not take any action or proceeding or agree fail to accept take any award or payment without action which would cause the prior written consent of the Mortgageecompensation to be determined. The Mortgagor will cause all All awards and compensation payable for the taking or purchase in lieu of condemnation of the Property or any part thereof are hereby assigned to and shall be paid to Lender for application to the Mortgagor Obligations (except as expressly provided below). Borrower authorizes Lender to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and to apply the same toward the payment of the Obligations in such order, priority and proportions as Lender in its reasonable discretion shall deem proper (and provided no Event of Default has occurred and is continuing as of the date Lender applies such condemnation proceeds to the Obligations, no Applicable Prepayment Fee shall be payable in connection with any such prepayment), notwithstanding that the Obligations may not then be due and payable; provided, however, that if the award is less than or equal to $250,000.00 and Borrower requests that such proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the award to such restoration in accordance with disbursement procedures applicable to Net Proceeds. Borrower, upon request by Lender, shall execute all instruments reasonably requested by Lender to confirm the assignment of the awards and compensation to Lender, free and clear of all Liens, charges (except as expressly set forth above) or encumbrances. If Lender applies condemnation proceeds to the Obligations, the lien of the Loan Documents shall be reduced only by the amount of such proceeds actually applied by Lender in reduction of the Obligations, but if such proceeds do not discharge the Obligations in full, then Lender may elect to accelerate repayment of, or Borrower may elect to repay, the entire remaining outstanding balance of the Obligations, such prepayment to be made in either case within one hundred twenty (120) days following notice from the electing party to the other party (or such longer period as my be reasonably necessary for Borrower to secure replacement financing as long as Borrower is diligently pursuing said refinancing in good faith), without any such Applicable Prepayment Fee due thereon so long as no Event of Default exists as of the both date Lender so accelerates or Borrower elects repayment of the Obligations and the date the Obligations are fully and finally repaid. Regardless of whether condemnation proceeds are made available to Borrower, Borrower shall, promptly following a condemnation or other taking (or purchase and diligently thereafter, undertake all actions necessary to keep the Property safe, secure and free from reasonably foreseeable hazards and otherwise in lieu thereof) to be paid over promptly to the Mortgagee. Without limiting the generality of Section 5(b) hereof, the Mortgagor, upon request by the Mortgagee, shall make, execute material compliance with applicable Legal Requirements and deliver notwithstanding any and all instruments requested for the purpose of confirming the assignment of the aforesaid awards and compensation to the Mortgagee free and clear of any Liens other than the Permitted Encumbrances. The Mortgagee shall not be limited to the interest paid on the proceeds of any award or compensation, but shall be entitled to the payment by the Mortgagor of interest at the highest rate specified in the Financing Agreement for interest on the principal of the Loan or such other rate as shall be fixed by Applicable Law. The Mortgagee shall apply all such proceeds, in its discretion, as specified in Section 7(d) hereof or to the restoration of the Mortgaged Property. In no event shall the Mortgagee be required to satisfy or discharge this Mortgage until the Obligations are fully paid, and the Mortgagee shall not be required to release from the Lien of this Mortgage any portion of the Real Property so taken until the Mortgagee receives the award or payment for the portion so taken. The application of such award or payment toward payment of the Obligations shall not be deemed a waiver by the Mortgagee of its right to receive payment of the balance of the Obligations in accordance with the provisions of the Loan Documents. The Mortgagee shall have the right, but not the obligation, to question the amount of the award or payment, and the Mortgagee may accept the same without prejudice to any rights that the Mortgagee may have to question such amount. Notwithstanding any taking by condemnation or eminent domainother taking, closing of, or alteration of the grade of, any street or other injury to or decrease in value of the Real Property by any public or quasi-public authority or corporation, the unpaid principal portion of the Obligations Borrower shall continue to bear interest pay the Obligations at the rate payable pursuant to the applicable Loan Documents until the applicable award or payment shall have been actually received by the Mortgagee, time and any reduction in the Obligations resulting from the application by the Mortgagee of any such award or manner provided for its payment shall be deemed to take effect only on the date of such receiptin this Agreement. ARTICLE 4.

Condemnation Awards. The Mortgagor, Borrower shall immediately upon obtaining knowledge, by receipt of service of process or otherwise, notify Senior Lender of the institution of any proceedings proceeding for the condemnation or other taking of all or any portion of any of Property (the Mortgaged "Taken Property, will notify the Mortgagee of the pendency of such proceedings"). The Mortgagor will file and prosecute its claim(s) for any award or payment in good faith and with diligence. The Mortgagee Senior Lender may participate in any such proceedings proceeding and the Mortgagor from time to time Borrower will deliver to the Mortgagee Senior Lender all instruments requested necessary or required by it Senior Lender to permit such participation. The Mortgagor Without Senior Lender's prior reasonable consent, No Borrower Party (1) shall not settle agree to any compensation or award, or (2) shall take any action or proceeding or agree fail to accept take any award or payment without action which would cause the prior written consent of the Mortgageecompensation to be determined. The Mortgagor will cause all All awards and compensation payable to for the Mortgagor as a result of any such condemnation or other taking (or purchase in lieu thereof) of condemnation of the Taken Property are hereby assigned to and shall be paid over promptly to Senior Lender. Borrower authorizes Senior Lender to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in Senior Lender's sole discretion to apply the Mortgagee. Without limiting same toward the generality of Section 5(b) hereof, the Mortgagor, upon request by the Mortgagee, shall make, execute and deliver any and all instruments requested for the purpose of confirming the assignment payment of the aforesaid awards and compensation to the Mortgagee free and clear of any Liens other than the Permitted Encumbrances. The Mortgagee shall not be limited to the interest paid on the proceeds of any award or compensationLoan, but shall be entitled to the payment by the Mortgagor of interest at the highest rate specified in the Financing Agreement for interest on the principal of notwithstanding that the Loan or such other rate as shall may not then be fixed by Applicable Law. The Mortgagee shall apply all such proceedsdue and payable, in its discretion, as specified in Section 7(d) hereof or to the restoration of the Mortgaged Taken Property. In no event shall the Mortgagee ; provided, however, that if Borrower requests that such proceeds be used for either (a) non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to satisfy be made as a result of such condemnation or discharge this Mortgage until (b) to restore, replace or rebuild the Obligations are fully paidTaken Property to the extent practicable to be of at least equal value and of substantially the same character as prior to such condemnation or taking and consistent with the Loan Application, and the Mortgagee all to be effected in accordance with applicable law, then, Senior Lender shall not be required to release from the Lien of this Mortgage any portion of the Real Property so taken until the Mortgagee receives apply the award or payment for the portion so taken. The application of to such award or payment toward payment of the Obligations shall not be deemed a waiver by the Mortgagee of its right to receive payment of the balance of the Obligations restoration in accordance with the provisions disbursement procedures applicable to insurance proceeds set forth in Section 3.2 above so long as (i) there exists no Potential Default or Event of Default, (ii) such award and compensation does not exceed the Restoration Threshold, and (iii) such restoration or replacement shall be completed within six (6) months after such condemnation or taking and in any event at least one hundred eighty (180) days prior to the Maturity Date. Borrower upon request by Senior Lender, shall execute all instruments requested to confirm the assignment of the Loan Documentsawards and compensation to Senior Lender, free and clear of all liens, charges or encumbrances. The Mortgagee shall have the right, but not the obligation, to question the amount of the award or payment, and the Mortgagee may accept the same without prejudice to any rights that the Mortgagee may have to question such amount. Notwithstanding any taking by condemnation or eminent domain, closing of, or alteration of the grade of, any street or other injury to or decrease in value of the Real Property by any public or quasi-public authority or corporation, the unpaid principal portion of the Obligations shall continue to bear interest at the rate payable pursuant to the applicable Loan Documents until the applicable award or payment shall have been actually received by the Mortgagee, and any reduction in the Obligations resulting from the application by the Mortgagee of any such award or payment shall be deemed to take effect only on the date of such receipt.Section 3.4

Condemnation Awards. The MortgagorBorrower shall, immediately upon obtaining knowledgewithin five (5) Business Days of actual receipt by Borrower of such notice, by receipt of service of process or otherwise, give Lender written notice of the institution actual or threatened commencement of any proceedings for the condemnation or eminent domain proceeding affecting any Project (a “Condemnation”) and shall deliver to Lender copies of any and all papers served in connection with such Condemnation. Notwithstanding anything contained herein to the contrary, following the occurrence of the Mortgaged Propertya Condemnation, will notify the Mortgagee regardless of the pendency of such proceedings. The Mortgagor will file and prosecute its claim(s) for whether any award or payment compensation (an “Award”) is available or paid to Borrower, Borrower shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of substantially equal value and of substantially the same character as prior to such Condemnation, all to be effected in good faith accordance with and with diligencesubject to applicable law. The Mortgagee With respect to any Condemnation for which the Award is reasonably anticipated to be less than or equal to the Condemnation Threshold, Borrower shall be permitted to agree, without Lender's prior consent, to any such Award and such Award shall be paid directly to Borrower. With respect to any Condemnation for which the Award is reasonably anticipated to exceed the Condemnation Threshold, (a) to the extent permitted by applicable law, Lender may participate in any such proceedings proceeding and the Mortgagor from time to time Borrower will deliver to the Mortgagee Lender all instruments requested necessary or required by it Lender to permit such participation. The Mortgagor ; (b) without Lender’s prior consent, which consent shall not settle be unreasonably withheld, conditioned or delayed, Borrower shall not agree to any such Award or knowingly take any action or proceeding or agree fail to accept take any award or payment without action which would cause an Award to be determined; and (c) the prior written consent entirety of each such Award shall be paid to Lender, except that Lender shall make available to Borrower the portion of the Mortgagee. The Mortgagor will cause all awards Award necessary and compensation payable to the Mortgagor as a result of any such condemnation specifically identified or other taking (or purchase in lieu thereof) to be paid over promptly to the Mortgagee. Without limiting the generality of Section 5(b) hereof, the Mortgagor, upon request by the Mortgagee, shall make, execute and deliver any and all instruments requested allocated for the purpose of confirming the assignment restoration of the aforesaid awards applicable Project, and compensation to the Mortgagee free and clear of any Liens other than the Permitted Encumbrances. The Mortgagee shall not be limited to the interest paid on the proceeds of any award or compensation, but shall be entitled to the payment by the Mortgagor of interest at the highest rate specified in the Financing Agreement for interest on the principal of the Loan or such other rate as shall be fixed by Applicable Law. The Mortgagee shall apply all such proceedsLender may elect, in its sole discretion, to either apply the remainder of such Award as specified in a prepayment pursuant to Section 7(d) hereof 2.4 or remit the same to Borrower. Anything herein to the restoration contrary notwithstanding, if an Event of Default exists, Lender is authorized to adjust any Award without the Mortgaged Property. In no event shall consent of Borrower and to collect such Award in the Mortgagee be required to satisfy or discharge this Mortgage until name of Lender and Borrower and apply the Obligations are fully paid, and the Mortgagee shall not be required to release from the Lien of this Mortgage any portion of the Real Property so taken until the Mortgagee receives the award or payment for the portion so taken. The application of such award or payment toward payment of the Obligations shall not be deemed entirety thereof as a waiver by the Mortgagee of its right to receive payment of the balance of the Obligations in accordance with the provisions of the Loan Documents. The Mortgagee shall have the right, but not the obligation, to question the amount of the award or payment, and the Mortgagee may accept the same without prejudice to any rights that the Mortgagee may have to question such amount. Notwithstanding any taking by condemnation or eminent domain, closing of, or alteration of the grade of, any street or other injury to or decrease in value of the Real Property by any public or quasi-public authority or corporation, the unpaid principal portion of the Obligations shall continue to bear interest at the rate payable prepayment pursuant to the applicable Loan Documents until the applicable award or payment shall have been actually received by the Mortgagee, and any reduction in the Obligations resulting from the application by the Mortgagee of any such award or payment shall be deemed to take effect only on the date of such receiptSection 2.4.

Condemnation Awards. The Mortgagor, immediately upon obtaining knowledge, by receipt of service of process or otherwise, knowledge of the institution of any proceedings for the condemnation of any or taking by eminent domain or purchase in lieu thereof (referred to herein collectively as "CONDEMNATION PROCEEDINGS") of the Mortgaged PropertyProperty or any portion thereof, will notify the Mortgagee of the pendency of such proceedings. The Mortgagor will file and prosecute its claim(s) for any award or payment in good faith and with diligence. The Mortgagee may participate in any such proceedings and the Mortgagor from time to time will deliver to the Mortgagee all instruments requested by it to permit such participation. The Mortgagor shall not settle any action or proceeding or agree to accept any In the event of such Condemnation Proceedings, the award or payment without the prior written consent of the compensation payable is hereby assigned to and shall be paid to Mortgagee. The Mortgagor will cause all awards and compensation payable to the Mortgagor as a result of any such condemnation or other taking (or purchase in lieu thereof) to be paid over promptly to the Mortgagee. Without limiting the generality of Section 5(b) hereof, the Mortgagor, upon request by the Mortgagee, shall make, execute and deliver any and all assignments and other instruments requested sufficient for the purpose of confirming the assignment of assigning the aforesaid awards and compensation to the Mortgagee free and clear of any Liens other than liens, charges or encumbrances of any kind or nature whatsoever. The Mortgagee shall be under no obligation to question the Permitted Encumbrancesamount of any such award or compensation and may accept the same in the amount in which the same shall be paid. In any such Condemnation Proceedings Mortgagee may be represented by counsel selected by Mortgagee. Except as hereinafter set forth, the proceeds of any award or compensation so received shall at the option of Mortgagee either be applied, without premium, to the prepayment of the Note or be paid over to Mortgagor for restoration of the Mortgaged Property. The Mortgagee shall not be limited to the interest paid on the proceeds of any award or compensation, but shall be entitled to the payment by the Mortgagor of interest by Mortgagor at the highest rate specified rates provided for herein or in the Financing Agreement Note. The Mortgagor will not enter into an agreement for interest on the principal taking of the Loan Mortgaged Property, or such other rate as shall be fixed any part thereof, with anyone authorized to acquire the same by Applicable Law. The condemnation unless Mortgagee shall apply have consented thereto in writing. Notwithstanding anything contained in this Article to the contrary, if (i) in the reasonable opinion of Mortgagee, the Mortgaged Property may be restored to a size and character substantially similar to that existing prior to the condemnation or (ii) an Economically Viable Smaller Building may be restored, Mortgagee shall hold the award proceeds (after reimbursement to Mortgagee and Mortgagor for the reasonable expenses of collection, including reasonable attorneys' fees and expenses) to the extent reasonably estimated by Mortgagee to cover the cost of restoration (including all such proceedshard and soft cost contingencies, in its discretionoperating expenses and carrying charges of the Mortgaged Property), as specified in Section 7(d) hereof or to for payment of the restoration of the Mortgaged Property. In Improvements and, so long as no event Event of Default or Unmatured Default shall the Mortgagee have occurred and be required continuing, shall reimburse Mortgagor from time to satisfy or discharge this Mortgage until the Obligations are fully paid, and the Mortgagee shall not be required to release from the Lien of this Mortgage any portion of the Real Property so taken until the Mortgagee receives the award or payment for the portion so taken. The application time out of such award or payment toward payment proceeds for expenses incurred by Mortgagor in the restoration of the Obligations shall not be deemed a waiver Improvements upon written request of Mortgagor accompanied by the Mortgagee of its right to receive payment of the balance of the Obligations in accordance with the provisions of the Loan Documents. The Mortgagee shall have the right, but not the obligation, to question the amount of the award or payment, and the Mortgagee may accept the same without prejudice to any rights that the Mortgagee may have to question such amount. Notwithstanding any taking by condemnation or eminent domain, closing of, or alteration of the grade of, any street or other injury to or decrease in value of the Real Property by any public or quasi-public authority or corporation, the unpaid principal portion of the Obligations shall continue to bear interest at the rate payable pursuant to the applicable Loan Documents until the applicable award or payment shall have been actually received by the Mortgagee, and any reduction in the Obligations resulting from the application by the Mortgagee of any such award or payment shall be deemed to take effect only on the date of such receipt.following:

Condemnation Awards. The MortgagorTo the extent any Borrower receives written notice thereof, immediately upon obtaining knowledge, by receipt of service of process or otherwise, such Borrower shall promptly give the Administrative Agent written notice of the institution actual or threatened commencement of any proceedings for condemnation or eminent domain proceeding affecting all or any substantial portion of a Real Property Asset (a “Condemnation”) and shall deliver to the condemnation Administrative Agent copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, so long as an Event of Default does not exist, the Mortgaged Property, will notify the Mortgagee of the pendency of such proceedings. The Mortgagor will file and prosecute its claim(s) for applicable Borrower shall be entitled to receive any award or payment compensation (an “Award”) paid in good faith connection with the Condemnation and with diligencedecide whether or not (and to what extent) to restore, repair, replace or rebuild the affected Real Property Asset. The Mortgagee may participate in any such proceedings and Upon the Mortgagor from time to time will deliver written request of the Administrative Agent, the applicable Borrower shall keep the Administrative Agent informed of the progress of the Condemnation proceedings, including delivering to the Mortgagee all instruments requested by it to permit Administrative Agent documents which are reasonably necessary for the Administrative Agent be properly informed. So long as no Event of Default exists, the applicable Borrower may settle such participationCondemnation in such manner and for such amount as such Borrower determines is acceptable in its reasonable judgment. The Mortgagor So long as an Event of Default exists, however, without the Administrative Agent’s prior consent, the Borrowers (a) shall not settle agree to any Award, and (b) shall not take any action or proceeding or agree fail to accept take any award or payment without action which would cause the prior written consent of Award to be determined and all Awards for the Mortgagee. The Mortgagor will cause all awards and compensation payable to the Mortgagor as a result of any such condemnation or other taking (or purchase in lieu thereof) of condemnation of any Real Property Asset or any part thereof in such circumstances shall be assigned and paid to the Administrative Agent. If the applicable Facility Lease is not terminated, then, to the extent the Administrative Agent receives the Award, the Administrative Agent shall make such Award available to the applicable Eligible Tenant under the terms and conditions of its Facility Lease. Anything herein to the contrary notwithstanding, if an Event of Default exists and the applicable Facility Lease is terminated, the Administrative Agent is authorized to adjust such Award without the consent of the applicable Borrower and to collect such Award in the name of the Administrative Agent and such Borrower. In such event and in the Administrative Agent’s reasonable discretion, the Administrative Agent may apply any such Award it may receive to Obligations owing under the Credit Documents in such order and manner as the Administrative Agent in its sole discretion determines, or allow all or a portion of such Award to be paid over promptly to the Mortgagee. Without limiting the generality of Section 5(b) hereof, the Mortgagor, upon request by the Mortgagee, shall make, execute and deliver any and all instruments requested used for the purpose of confirming the assignment of the aforesaid awards and compensation to the Mortgagee free and clear of any Liens other than the Permitted Encumbrances. The Mortgagee shall not be limited to the interest paid on the proceeds of any award or compensation, but shall be entitled to the payment by the Mortgagor of interest at the highest rate specified in the Financing Agreement for interest on the principal of the Loan or such other rate as shall be fixed by Applicable Law. The Mortgagee shall apply all such proceeds, in its discretion, as specified in Section 7(d) hereof or to the restoration of the Mortgaged Property. In no event shall the Mortgagee be required to satisfy or discharge this Mortgage until the Obligations are fully paid, and the Mortgagee shall not be required to release from the Lien of this Mortgage any portion of the affected Real Property so taken until the Mortgagee receives the award or payment for the portion so taken. The application of such award or payment toward payment of the Obligations shall not be deemed a waiver by the Mortgagee of its right to receive payment of the balance of the Obligations in accordance with the provisions of the Loan Documents. The Mortgagee shall have the right, but not the obligation, to question the amount of the award or payment, and the Mortgagee may accept the same without prejudice to any rights that the Mortgagee may have to question such amount. Notwithstanding any taking by condemnation or eminent domain, closing of, or alteration of the grade of, any street or other injury to or decrease in value of the Real Property by any public or quasi-public authority or corporation, the unpaid principal portion of the Obligations shall continue to bear interest at the rate payable pursuant to the applicable Loan Documents until the applicable award or payment shall have been actually received by the Mortgagee, and any reduction in the Obligations resulting from the application by the Mortgagee of any such award or payment shall be deemed to take effect only on the date of such receiptAsset.

Condemnation Awards. The Mortgagor, immediately upon obtaining knowledge, by receipt of service of process or otherwise, knowledge of the institution of any proceedings for the condemnation of the Premises or any of the Mortgaged Propertyportion thereof, will notify the Mortgagee of the pendency of such proceedings. The Mortgagor will file and prosecute its claim(s) for any award or payment in good faith and with diligence. The Mortgagee may participate in any such proceedings and the Mortgagor from time to time will deliver to the Mortgagee all instruments reasonably requested by it to permit such participation. The Mortgagor shall not settle any action or proceeding or agree to accept any award or payment without the prior written consent of the Mortgagee. The Mortgagor will cause all All awards and compensation payable to the Mortgagor as a result of any such condemnation or other taking (or purchase in lieu thereof) , of the Premises or any part thereof, are hereby assigned to and shall be paid over promptly to the Mortgagee. Without limiting The Mortgagor hereby authorizes the generality Mortgagee to collect and receive such awards and compensation, to give proper receipts and acquittances therefor and, provided Mortgagor is not required to make such award proceeds available for restoration, to apply the same toward the payment of Section 5(b) hereofthe Indebtedness, notwithstanding the fact that the Indebtedness may not then be due and payable, or to the restoration of the Improvements. In the event that any portion of the condemnation awards or compensation shall be used to reduce the Indebtedness, same shall be applied by the Mortgagee in any manner it shall designate, including, but not limited to, the application of such award or compensation to then unpaid installments of the principal balance of the Indebtedness in the inverse order of their maturity so that the regular payments under the Note shall not be reduced or altered in any manner. The Mortgagor, upon request by the Mortgagee, shall make, execute and deliver any and all instruments reasonably requested for the purpose of confirming the assignment of the aforesaid awards and compensation to the Mortgagee free and clear of any Liens other than the Permitted Encumbrancesliens, charges or encumbrances of any kind or nature whatsoever. The Mortgagee shall not be limited to the interest paid on the proceeds of any award or compensation, but shall be entitled to the payment by the Mortgagor of interest at the highest applicable rate specified provided for herein or in the Financing Agreement for interest on Note. Notwithstanding the principal foregoing, as long as no Event of Default has occurred and is continuing and the outstanding Advances do not exceed the lesser of the Maximum Revolving Advance Amount or the Formula Amount, as provided by Section 4.11 of the Loan or such other rate as shall be fixed by Applicable Law. The Agreement, Mortgagee shall apply all make any such proceeds, in its discretion, as specified in Section 7(d) hereof or to awards and compensation available for the restoration of the Mortgaged PropertyImprovements. In no event shall Notwithstanding the Mortgagee be required to satisfy voiding of the original sale(s) or discharge this Mortgage until the Obligations are fully paid, and the Mortgagee shall not be required to release from the Lien leasing(s) of this Mortgage all or any portion of the Real Property so taken until Premises, the Mortgagee receives Mortgagor shall continue to pay the award or Indebtedness at the time and in the manner provided for its payment for in the portion so taken. The application of such award or payment toward payment of Note, the Obligations Loan Agreement and in this Mortgage and the Indebtedness shall not be deemed a waiver reduced until any payment therefor shall have been actually received and applied by the Mortgagee to the discharge of the Indebtedness. The Mortgagee may apply any such payment to the discharge of the Indebtedness whether or not then due and payable in such priority and proportions as the Mortgagee in its discretion shall deem to be proper. If the Premises are sold, through foreclosure or otherwise, prior to the receipt by the Mortgagee of its right to receive payment of such payment, the balance of the Obligations in accordance with the provisions of the Loan Documents. The Mortgagee shall have the right, but whether or not a deficiency judgment on the obligation, to question Note or the amount of the award or payment, and the Mortgagee may accept the same without prejudice to any rights that the Mortgagee may have to question such amount. Notwithstanding any taking by condemnation or eminent domain, closing of, or alteration of the grade of, any street or other injury to or decrease in value of the Real Property by any public or quasi-public authority or corporation, the unpaid principal portion of the Obligations shall continue to bear interest at the rate payable pursuant to the applicable Loan Documents until the applicable award or payment Agreement shall have been actually received by sought, recovered or denied, to receive said payment, or a portion thereof sufficient to pay the Indebtedness, whichever is less. The Mortgagor, after obtaining the prior written consent of the Mortgagee, shall file and prosecute its claim or claims for any such payment in good faith and with due diligence and cause the same to be collected and paid over to the Mortgagee, and any reduction hereby irrevocably authorizes and empowers the Mortgagee, in the Obligations resulting from name of the application by the Mortgagee of Mortgagor or otherwise, to collect and receipt for any such award payment and to file and prosecute such claim or payment claims, and although it is hereby expressly agreed that the same shall not be deemed to take effect only on necessary in any event, the date Mortgagor shall, upon demand of such receipt.the Mortgagee, make, execute and deliver any and all assignments and other

Condemnation Awards. The MortgagorGrantor, immediately upon obtaining knowledge, by receipt of service of process or otherwise, knowledge of the institution of any proceedings for the condemnation of the Premises or any of the Mortgaged Propertyportion thereof, will notify the Mortgagee Beneficiary of the pendency of such proceedings. The Mortgagor will file and prosecute its claim(s) for any award or payment in good faith and with diligence. The Mortgagee Beneficiary may participate in any such proceedings and the Mortgagor Grantor from time to time will deliver to the Mortgagee Beneficiary all instruments requested by it to permit such participation. The Mortgagor shall not settle any action or proceeding or agree to accept any award or payment without the prior written consent of the Mortgagee. The Mortgagor will cause all All awards and compensation payable to the Mortgagor Grantor as a result of any such condemnation or other taking (or purchase in lieu thereof) , of the Premises or any part thereof, are hereby assigned to and shall be paid over promptly to the MortgageeBeneficiary. Without limiting The Grantor hereby authorizes the generality Beneficiary to collect and receive such awards and compensation, to give proper receipts and acquittances therefor and, in the Beneficiary's sole discretion, to apply the same toward the payment of Section 5(b) hereofthe Indebtedness, notwithstanding the fact that the Indebtedness may not then be due and payable, or to the restoration of the Improvements. In the event that any portion of the condemnation awards or compensation shall be used to reduce the Indebtedness, same shall be applied by the Beneficiary in any manner it shall designate, including, but not limited to, the Mortgagorapplication of such award or compensation to the then unpaid installments of the principal balance of the Indebtedness in the inverse order of their maturity so that the regular payments under the Notes shall not be reduced or altered in any manner. The Grantor, upon request by the MortgageeBeneficiary, shall make, execute and deliver any and all instruments requested for the purpose of confirming the assignment of the aforesaid awards and compensation to the Mortgagee Beneficiary free and clear of any Liens other than the Permitted Encumbrancesliens, charges or encumbrances of any kind or nature whatsoever. The Mortgagee Beneficiary shall not be limited to the interest paid on the proceeds of any award or compensation, but shall be entitled to the payment by the Mortgagor Grantor of interest at the highest applicable rate specified provided for herein or in the Financing Agreement for interest on Original Note. Notwithstanding the principal voiding of the Loan original sale(s) or such other rate as shall be fixed by Applicable Law. The Mortgagee shall apply leasing(s) of all such proceeds, in its discretion, as specified in Section 7(d) hereof or to the restoration of the Mortgaged Property. In no event shall the Mortgagee be required to satisfy or discharge this Mortgage until the Obligations are fully paid, and the Mortgagee shall not be required to release from the Lien of this Mortgage any portion of the Real Property so taken until Premises, the Mortgagee receives Grantor shall continue to pay the award or Indebtedness at the time and in the manner provided for its payment for in the portion so taken. The application Notes and in this Deed of such award or payment toward payment of Trust and the Obligations Indebtedness shall not be deemed a waiver reduced until any payment therefor shall have been actually received and applied by the Mortgagee of its right Beneficiary to receive payment the discharge of the balance Indebtedness. The Beneficiary may apply any such payment to the discharge of the Obligations Indebtedness whether or not then due and payable in accordance with such priority and proportions as the provisions Beneficiary in its discretion shall deem to be proper. If the Premises are sold, through foreclosure or otherwise, prior to the receipt by the Beneficiary of such payment, the Loan Documents. The Mortgagee Beneficiary shall have the right, but whether or not a deficiency judgment on the obligation, to question the amount of the award or payment, and the Mortgagee may accept the same without prejudice to any rights that the Mortgagee may have to question such amount. Notwithstanding any taking by condemnation or eminent domain, closing of, or alteration of the grade of, any street or other injury to or decrease in value of the Real Property by any public or quasi-public authority or corporation, the unpaid principal portion of the Obligations shall continue to bear interest at the rate payable pursuant to the applicable Loan Documents until the applicable award or payment Notes shall have been actually received by sought, recovered or denied, to receive said payment, or a portion thereof sufficient to pay the MortgageeIndebtedness, whichever is less. The Grantor, after obtaining the prior written consent of the Beneficiary, shall file and prosecute its claim or claims for any such payment in good faith and with due diligence and cause the same to be collected and paid over to the Beneficiary, and any reduction hereby irrevocably authorizes and empowers the Beneficiary, in the Obligations resulting from name of the application by Grantor or otherwise, to collect and receipt for any such payment and to file and prosecute such claim or claims, and although it is hereby expressly agreed that the Mortgagee same shall not be necessary in any event, the Grantor shall, upon demand of the Beneficiary, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such payment to the Beneficiary, free and clear of any such award encumbrances of any kind or payment shall be deemed to take effect only on the date of such receiptnature whatsoever.

Condemnation Awards. The Mortgagor, immediately upon obtaining knowledge, by receipt of service of process or otherwise, Borrower shall promptly give Lender written notice of the institution actual, or threatened commencement of any proceedings for the condemnation or eminent domain proceeding (a "CONDEMNATION") and shall deliver to Lender copies of any and all papers served in connection with such Condemnation. Following the occurrence of the Mortgaged Propertya Condemnation, will notify the Mortgagee Borrower, regardless of the pendency of such proceedings. The Mortgagor will file and prosecute its claim(s) for whether any award or payment compensation (an "AWARD") is available, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in good faith and accordance with diligenceapplicable law. The Mortgagee Lender may participate in any such proceedings proceeding and the Mortgagor from time to time Borrower will deliver to the Mortgagee Lender all instruments requested necessary or required by it Lender to permit such participation. The Mortgagor Without Lender's prior consent, Borrower (a) shall not settle agree to any Award, and (b) shall not take any action or proceeding or agree fail to accept take any award or payment without action which would cause the prior written consent of Award to be determined. All Awards for the Mortgagee. The Mortgagor will cause all awards and compensation payable to the Mortgagor as a result of any such condemnation or other taking (or purchase in lieu thereof) of condemnation of the Project or any part thereof are hereby assigned to and shall be paid over promptly to Lender. Borrower authorizes Lender to collect and receive such Awards, to give proper receipts and acquittances therefor, and in Lender's sole discretion to apply the Mortgagee. Without limiting same toward the generality of Section 5(b) hereof, the Mortgagor, upon request by the Mortgagee, shall make, execute and deliver any and all instruments requested for the purpose of confirming the assignment payment of the aforesaid awards and compensation to the Mortgagee free and clear of any Liens other than the Permitted Encumbrances. The Mortgagee shall not be limited to the interest paid on the proceeds of any award or compensationLoan, but shall be entitled to the payment by the Mortgagor of interest at the highest rate specified in the Financing Agreement for interest on the principal of notwithstanding that the Loan or such other rate as shall may not then be fixed by Applicable Law. The Mortgagee shall apply all such proceedsdue and payable, in its discretion, as specified in Section 7(d) hereof or to the restoration of the Mortgaged Property. In no event shall Project; provided, however, if the Mortgagee Award is less than or equal to $100,000 and Borrower requests that such proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to satisfy or discharge this Mortgage until the Obligations are fully paid, and the Mortgagee shall not be required to release from the Lien of this Mortgage any portion of the Real Property so taken until the Mortgagee receives the award or payment for the portion so taken. The application made as a result of such award or payment toward payment of condemnation, Lender will apply the Obligations shall not be deemed a waiver by the Mortgagee of its right Award to receive payment of the balance of the Obligations such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments requested to confirm the provisions assignment of the Loan Documents. The Mortgagee shall have the rightAwards to Lender, but not the obligationfree and clear of all liens, to question the amount of the award charges or payment, and the Mortgagee may accept the same without prejudice to any rights that the Mortgagee may have to question such amount. Notwithstanding any taking by condemnation or eminent domain, closing of, or alteration of the grade of, any street or other injury to or decrease in value of the Real Property by any public or quasi-public authority or corporation, the unpaid principal portion of the Obligations shall continue to bear interest at the rate payable pursuant to the applicable Loan Documents until the applicable award or payment shall have been actually received by the Mortgagee, and any reduction in the Obligations resulting from the application by the Mortgagee of any such award or payment shall be deemed to take effect only on the date of such receiptencumbrances.

Condemnation Awards. The Mortgagor covenants and agrees that if at any time all or any portion of the Mortgaged Premises shall be taken or damaged under the power of eminent domain, the award received by condemnation proceedings for any property so taken or any payment received in lieu of such condemnation proceedings shall be paid directly to Mortgagee and applied as a principal prepayment on the Obligations in such order as Mortgagee shall determine in its sole discretion; provided, however, subject to the same terms and conditions for payment of insurance proceeds to Mortgagor as set forth above, such award or payment from condemnation proceedings shall be paid to Mortgagor for the purpose of altering, restoring or rebuilding any part of the Mortgaged Premises which may have been altered, damaged or destroyed as a result of any such taking or damage; provided, that Mortgagee shall not be obligated to see to the application of any amount paid over to Mortgagor. If the terms for payment of such award to Mortgagor are not met, then Mortgagee may retain and apply the award toward payment of the indebtedness and other Obligations secured by this Mortgage. Mortgagor, immediately upon obtaining knowledge, by receipt of service of process or otherwise, knowledge of the institution of any proceedings or negotiations for the condemnation of any of the Mortgaged PropertyPremises, or any portion thereof, will notify the Mortgagee in writing of the pendency of such negotiations or proceedings. The Mortgagor will file and prosecute its claim(s) for any award or payment in good faith and with diligence. The Mortgagee may participate in any such proceedings negotiations or proceedings, and the Mortgagor from time to time will execute and deliver to the Mortgagee all instruments requested by it Mortgagee to permit such participation. The Mortgagor shall not settle any action or proceeding or agree to accept any award or payment without the prior written consent of the Mortgagee. The Mortgagor will cause all awards and compensation payable to the Mortgagor as a result of any such condemnation or other taking (or purchase in lieu thereof) to be paid over promptly to the Mortgagee. Without limiting the generality of Section 5(b) hereof, the Mortgagor, upon request by the Mortgagee, shall make, execute and deliver any and all instruments requested for the purpose of confirming the assignment of the aforesaid awards and compensation to the Mortgagee free and clear of any Liens other than the Permitted Encumbrances. The Mortgagee shall not be limited to the interest paid on the proceeds of any award or compensation, but shall be entitled to the payment by the Mortgagor of interest at the highest rate specified in the Financing Agreement for interest on the principal of the Loan or such other rate as shall be fixed by Applicable Law. The Mortgagee shall apply all such proceeds, in its discretion, as specified in Section 7(d) hereof or to the restoration of the Mortgaged Property. In no event shall the Mortgagee be required to satisfy or discharge this Mortgage until the Obligations are fully paid, and the Mortgagee shall not be required to release from the Lien of this Mortgage any portion of the Real Property so taken until the Mortgagee receives the award or payment for the portion so taken. The application of such award or payment toward payment of the Obligations shall not be deemed a waiver by the Mortgagee of its right to receive payment of the balance of the Obligations in accordance with the provisions of the Loan Documents. The Mortgagee shall have the right, but not the obligation, to question the amount of the award or payment, and the Mortgagee may accept the same without prejudice to any rights that the Mortgagee may have to question such amount. Notwithstanding any taking by condemnation or eminent domain, closing of, or alteration of the grade of, any street or other injury to or decrease in value of the Real Property by any public or quasi-public authority or corporation, the unpaid principal portion of the Obligations shall continue to bear interest at the rate payable pursuant to the applicable Loan Documents until the applicable award or payment shall have been actually received by the Mortgagee, and any reduction in the Obligations resulting from the application by the Mortgagee of any such award or payment shall be deemed to take effect only on the date of such receipt.