Common use of Condemnation Proceeds Clause in Contracts

Condemnation Proceeds. Mortgagor hereby assigns, transfers and sets over unto Mortgagee its entire interest in the proceeds (the “Condemnation Proceeds”) of any award or any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“Condemnation”), unless, notwithstanding the foregoing, such taking, damage or condemnation does not cause a material diminution in the value of the Premises. So long as the portion of the Premises taken in such Condemnation does not exceed fifteen percent (15%) of the total square footage of the Premises and the portion of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagee shall be obligated to make the Condemnation Proceeds available to Mortgagor for the restoration of the Property, if Mortgagor satisfies all of the conditions set forth in Section 5.5 hereof for disbursement of insurance proceeds. In all other cases Mortgagee shall have the right, if so directed by the Required Lenders, to apply the Condemnation Proceeds to payment of the Secured Obligations, whether due or not. If the Condemnation Proceeds are required to be used as aforesaid to reimburse Mortgagor for the cost of rebuilding or restoring buildings or improvements on the Property, or if Mortgagee elects that the Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in Section 5.5 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby or be paid to any other party entitled thereto.

Condemnation Proceeds. Mortgagor hereby assigns, transfers and sets over unto Mortgagee its entire interest in the proceeds (the “"Condemnation Proceeds”") of any award or any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“"Condemnation”"), unless, notwithstanding the foregoingforgoing, (i) such taking, damage or condemnation does not cause a material diminution in the value of the Premises. So long as Premises or (ii) Mortgagor elects to release the portion Property in accordance with the terms of the Premises taken in such Condemnation does not exceed fifteen percent (15%Section 2.7(c) of the total square footage of Credit Agreement, in which case, upon such release, all Condemnation Proceeds for damages to the Premises and Property shall be payable to the portion of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagor. Mortgagee shall be obligated make available to make Mortgagor the Condemnation Proceeds available to Mortgagor for the restoration of the Property, Premises if Mortgagor satisfies all of the conditions set forth in this Section 5.5 5.6 hereof for disbursement of insurance proceeds. In all other cases Mortgagee shall have the right, if so directed by the Required Lendersat its option, to apply the Condemnation Proceeds to payment upon or in reduction of the Secured Obligationsindebtedness secured hereby, whether due or not. If Mortgagee is entitled to and does elect to apply Condemnation Proceeds upon or in reduction of the indebtedness secured hereby, then Mortgagee shall reduce the then outstanding balance of the Advances under the Credit Agreement by the amount of the Condemnation Proceeds received and so applied by Mortgagee and the Borrowing Base reduced. If the Condemnation Proceeds are required to be used as aforesaid to reimburse Mortgagor for the cost of rebuilding or restoring buildings or improvements on the Property, or if Mortgagee elects that the Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in this Section 5.5 5.6 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby or be paid to any other party entitled thereto.

Condemnation Proceeds. Mortgagor All Condemnation Proceeds in respect of each of the Mortgaged Properties and the right thereto are hereby assignsirrevocably assigned and pledged by each Loan Party to the Agent for the benefit of the Lenders, transfers and sets over unto Mortgagee the Agent is authorized, at its entire interest option, to collect and receive all such Condemnation Proceeds and to give proper receipts and acquittances therefor; provided, however, (x) if no Event of Default shall have occurred and be continuing, such Loan Party shall have the right to direct the Agent to apply Condemnation Proceeds in accordance with Section 5.11.6 (without application of the proceeds minimum amount requirements contained therein) and (z) if no Event of Default shall have occurred and be continuing, such Loan Party shall have the “right to direct the Agent to pay such Loan Party all Condemnation Proceeds with respect to a Taking affecting a Mortgaged Property which will cost (or may reasonably be expected to cost) less than $1,000,000 to Restore. Each Loan Party agrees to execute, and to cause each of its Subsidiaries to execute, such further assignments of any Condemnation Proceeds in respect of any Mortgaged Property as the Agent may reasonably require and shall otherwise cooperate with the Agent in obtaining for the Agent and the Lenders the benefit of any Condemnation Proceeds lawfully or equitably payable in respect of such Mortgaged Property, subject to the provisos above. If, prior to the receipt by the Agent of such Condemnation Proceeds”) of any award or any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“Condemnation”), unless, notwithstanding the foregoing, such taking, damage or condemnation does not cause a material diminution in the value of the Premises. So long as the portion of the Premises taken in Mortgaged Property, subject to such Condemnation does not exceed fifteen percent (15%) action or proceeding shall have been sold on foreclosure of the total square footage of applicable Mortgage (or by deed in lieu thereof), the Premises and the portion of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagee shall be obligated to make the Condemnation Proceeds available to Mortgagor for the restoration of the Property, if Mortgagor satisfies all of the conditions set forth in Section 5.5 hereof for disbursement of insurance proceeds. In all other cases Mortgagee Agent shall have the right, if so directed by the Required Lenders, right to apply the receive such Condemnation Proceeds to payment of the Secured Obligations, whether due or not. If the extent (x) such Condemnation Proceeds are required attributable to a Taking occurring prior to foreclosure or delivery of any deed in lieu thereof and (y) of any deficiency found to be used due upon such sale, with legal interest thereon, and reasonable counsel fees, costs and disbursements incurred by the Agent in connection with the collection of such Condemnation Proceeds. The Agent may, but shall not be obligated to, make proof of loss if not made promptly by the applicable Loan Party or Subsidiary thereof. Upon the occurrence and during the continuance of an Event of Default (but not otherwise), the Agent is hereby authorized and empowered by each Loan Party to settle, adjust or compromise any claims for Condemnation Proceeds with or without the consent of such Loan Party or any of its Subsidiaries (and each of the Loan Parties hereby irrevocably appoints and constitutes the Agent as aforesaid its lawful attorney-in-fact, coupled with an interest and with full power of substitution, for such purpose). In no event shall any Loan Party or any of its Subsidiaries settle, adjust or compromise any claim for Condemnation Proceeds in respect of any Mortgaged Property without the prior written consent of the Agent, which shall not be unreasonably withheld, conditioned or delayed. Each condemnor concerned is hereby authorized and directed to reimburse Mortgagor make payment of all Condemnation Proceeds in respect of each of the Mortgaged Properties payable by it directly to the Agent. If any Loan Party or any of its Subsidiaries receives any Condemnation Proceeds resulting from such condemnation in respect of any Mortgaged Property, such Loan Party or such Subsidiary shall promptly endorse and transfer such excess Condemnation Proceeds to the Agent and each Loan Party covenants that until so paid over to the Agent, such Loan Party or Subsidiary, as the case may be, shall hold such Condemnation Proceeds in trust for the cost benefit of rebuilding or restoring buildings or improvements on the Property, or if Mortgagee elects that the Agent and shall not commingle such Condemnation Proceeds be so used, and the buildings and with any other improvements shall be rebuilt funds or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in Section 5.5 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration assets of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding Loan Party or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby Subsidiary or be paid to any other party entitled theretoPerson.

Condemnation Proceeds. Mortgagor All compensation awarded or received in connection with a taking shall be the property of Landlord, and Tenant hereby assignsassigns to Landlord any and all elements of said compensation which Tenant would, transfers and sets over unto Mortgagee its entire interest in the proceeds (absence of said assignment, have been entitled to receive. Specifically, and without limiting the “Condemnation Proceeds”) generality of any award or any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“Condemnation”), unless, notwithstanding the foregoing, such takingsaid assignment is intended to include: (i) the “bonus value” represented by the difference, damage or condemnation does not cause a material diminution in if any, between Rent under this Lease and market rent for the unexpired Term of this Lease, (ii) the value of improvements to the Premises, whether said improvements were paid for by Landlord or by Tenant, (iii) the value of any trade fixtures paid for by Landlord, and (iv) the value of any and all other items and categories of property for which payment of compensation may be made in any such taking. So long as Notwithstanding the portion foregoing, Tenant shall be entitled to receive any award of compensation for loss of or damage to the goodwill of Tenant’s business (but only to the extent the same does not constitute “bonus value”) and for Tenant’s personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Premises taken in Lease, for any moving or relocation expenses which Tenant is entitled under the law to recover directly from the public agency which acquires the Premises, and any other amounts customarily awarded to or allocated to Tenant, provided that such Condemnation does award and/or allocation will not exceed fifteen percent (15%) of the total square footage of the Premises and the portion of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagee shall be obligated to make the Condemnation Proceeds available to Mortgagor for the restoration of the Property, if Mortgagor satisfies all of the conditions set forth in Section 5.5 hereof for disbursement of insurance proceedsdiminish Landlord’s award. In all other cases Mortgagee Tenant shall have the right, if so directed right to make a separate claim against the condemning authority for such compensation as may be separately awarded or recoverable by the Required LendersTenant, to apply the Condemnation Proceeds to payment of the Secured Obligations, whether due or not. If the Condemnation Proceeds are required to be used as aforesaid to reimburse Mortgagor for the cost of rebuilding or restoring buildings or improvements on the Property, or if Mortgagee elects extent that the Condemnation Proceeds be so used, and the buildings and other improvements it shall be rebuilt or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in Section 5.5 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby or be paid to any other party entitled theretonot diminish Landlord’s award.

Condemnation Proceeds. Mortgagor All Condemnation Proceeds in respect of each of the Properties and the right thereto are hereby assignsirrevocably assigned and pledged by each Loan Party to Agent for the benefit of the Lenders, transfers and sets over unto Mortgagee Agent on behalf of the Lenders is authorized, at its entire interest option, to collect and receive all such Condemnation Proceeds and to give proper receipts and acquittances therefor; PROVIDED, HOWEVER, (x) if no Event of Default shall have occurred and be continuing, such Loan Party shall have the right to direct Agent to apply Condemnation Proceeds in accordance with Section 2.7.2 (without application of the proceeds minimum amount requirements contained therein) and (z) if no Event of Default shall have occurred and be continuing, such Loan Party shall have the “right to direct Agent to pay such Loan Party all Condemnation Proceeds with respect to a Taking affecting a Property which will cost (or may reasonably be expected to cost) less than $1,000,000 to Restore. Each Loan Party agrees to execute, and to cause each of its Subsidiaries to execute, such further assignments of any Condemnation Proceeds in respect of any Property as Agent may reasonably require and shall otherwise cooperate with Agent in obtaining for Agent and the Lenders the benefit of any Condemnation Proceeds lawfully or equitably payable in respect of such Property, subject to the provisos above. If, prior to the receipt by Agent of such Condemnation Proceeds”) of any award or any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“Condemnation”), unless, notwithstanding the foregoing, such taking, damage or condemnation does not cause a material diminution in the value of the Premises. So long as the portion of the Premises taken in Property, subject to such Condemnation does not exceed fifteen percent (15%) action or proceeding shall have been sold on foreclosure of the total square footage of the Premises and the portion of the Improvements taken applicable Mortgage (or by deed in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvementslieu thereof), Mortgagee shall be obligated to make the Condemnation Proceeds available to Mortgagor for the restoration of the Property, if Mortgagor satisfies all of the conditions set forth in Section 5.5 hereof for disbursement of insurance proceeds. In all other cases Mortgagee Agent shall have the right, if so directed by the Required Lenders, right to apply the receive such Condemnation Proceeds to payment of the Secured Obligations, whether due or not. If the extent (x) such Condemnation Proceeds are required attributable to a Taking occurring prior to foreclosure or delivery of any deed in lieu thereof and (y) of any deficiency found to be used due upon such sale, with legal interest thereon, and reasonable counsel fees, costs and disbursements incurred by Agent in connection with the collection of such Condemnation Proceeds. Agent may, but shall not be obligated to, make proof of loss if not made promptly by the applicable Loan Party or Subsidiary thereof. Upon the occurrence and during the continuance of an Event of Default (but not otherwise), Agent is hereby authorized and empowered by each Loan Party to settle, adjust or compromise any claims for Condemnation Proceeds with or without the consent of such Loan Party or any of its Subsidiaries (and each of the Loan Parties hereby irrevocably appoints and constitutes Agent as aforesaid its lawful attorney-in-fact, coupled with an interest and with full power of substitution, for such purpose). In no event shall any Loan Party or any of its Subsidiaries settle, adjust or compromise any claim 58 for Condemnation Proceeds in respect of any Property without the prior written consent of Agent, which shall not be unreasonably withheld, conditioned or delayed. Each condemnor concerned is hereby authorized and directed to reimburse Mortgagor make payment of all Condemnation Proceeds in respect of each of the Properties payable by it directly to Agent. If any Loan Party or any of its Subsidiaries receives any Condemnation Proceeds resulting from such condemnation in respect of any Property, such Loan Party or such Subsidiary shall promptly endorse and transfer such excess Condemnation Proceeds to Agent and each Loan Party covenants that until so paid over to Agent, such Loan Party or Subsidiary, as the case may be, shall hold such Condemnation Proceeds in trust for the cost benefit of rebuilding or restoring buildings or improvements on Agent and the Property, or if Mortgagee elects that the Lenders and shall not commingle such Condemnation Proceeds be so used, and the buildings and with any other improvements shall be rebuilt funds or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in Section 5.5 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration assets of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding Loan Party or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby Subsidiary or be paid to any other party entitled theretoPerson.

Condemnation Proceeds. Mortgagor Both the Borrower and, pursuant to the applicable Mortgage, the applicable Subsidiary Guarantor owning a Collateral Pool Property, hereby assigns, transfers and sets over unto Mortgagee the Administrative Agent for the benefit of the Lenders its entire interest in the proceeds (the “Condemnation Proceeds”) of any award or any claim for damages for any of the such Collateral Pool Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“Condemnation”), unless, notwithstanding the foregoing, such taking, damage or condemnation does not cause a material diminution in the value of such Collateral Pool Property. Without limiting any of the Premises. So provisions of this Agreement with respect to Eligible Property requirements or compliance with Collateral Pool Availability, so long as no Event of Default has occurred and is then continuing, and the portion of the Premises such Collateral Pool Property taken in such Condemnation does not exceed fifteen twenty-five percent (1525%) of the total square footage of the Premises Collateral Pool Property and the portion of the Improvements improvements taken in such Condemnation does not exceed twenty-five percent (525%) of the total gross leaseable leasable area of the Improvementsimprovements thereon, Mortgagee the Administrative Agent shall be obligated to make the Condemnation Proceeds available to Mortgagor the Borrower or the applicable Subsidiary Guarantor owning such Collateral Pool Property for the restoration of the Property, Real Estate Asset if Mortgagor the Borrower or such applicable Subsidiary Guarantor satisfies all of the conditions set forth in Section 5.5 hereof 6.11(a)(i) and (ii) above for disbursement of insurance proceedsproceeds to the extent applicable. In all other cases Mortgagee the Administrative Agent shall have the right, if so directed by the Required Lenders, to apply the Condemnation Proceeds to payment of the Secured Obligations, whether due or not. If the Condemnation Proceeds are required to be used as aforesaid to reimburse Mortgagor the Borrower or such applicable Subsidiary Guarantor for the cost of rebuilding or restoring buildings or improvements on the such Collateral Pool Property, or if Mortgagee the Administrative Agent elects that the Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in Section 5.5 hereof 6.11(a)(i) 103 and (ii) above for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements, if applicable. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgageethe Administrative Agent, be applied on account of the indebtedness secured hereby or be paid to any other party entitled thereto. Notwithstanding the foregoing, in the event a Collateral Pool Property is released or ceases to be an Eligible Property and/or a Collateral Pool Property in accordance with Section 4.4, any Condemnation Proceeds held by Administrative Agent in respect of a partial or complete Condemnation of such Collateral Pool Property shall be (a) released to the Borrower (and Borrower shall be entitled to all additional Condemnation Proceeds), provided that the Borrower has satisfied the requirements set forth in Section 4.4 with respect to such released or disqualified Collateral Pool Property or (b) if Borrower fails to comply with subsection (a) of this sentence, as reasonably determined by Administrative Agent, applied by Administrative Agent in reduction of the Secured Obligations in such order and amount as determined by Administrative Agent in its sole discretion.

Condemnation Proceeds. Mortgagor hereby assigns, transfers and sets over unto Mortgagee its entire interest in the proceeds (the “"Condemnation Proceeds”") of any award or any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“"Condemnation”"), unless, notwithstanding the foregoingforgoing, (i) such taking, damage or condemnation does not cause a material diminution in the value of the Premises. So long as Premises or (ii) Mortgagor elects to release the portion Property in accordance with the terms of the Premises taken in such Condemnation does not exceed fifteen percent (15%Section 2.7(c) of the total square footage of Credit Agreement, in which case, upon such New Philadelphia, Ohio release, all Condemnation Proceeds for damages to the Premises and Property shall be payable to the portion of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagor. Mortgagee shall be obligated make available to make Mortgagor the Condemnation Proceeds available to Mortgagor for the restoration of the Property, Premises if Mortgagor satisfies all of the conditions set forth in this Section 5.5 5.6 hereof for disbursement of insurance proceeds. In all other cases Mortgagee shall have the right, if so directed by the Required Lendersat its option, to apply the Condemnation Proceeds to payment upon or in reduction of the Secured Obligationsindebtedness secured hereby, whether due or not. If Mortgagee is entitled to and does elect to apply Condemnation Proceeds upon or in reduction of the indebtedness secured hereby, then Mortgagee shall reduce the then outstanding balance of the Advances under the Credit Agreement by the amount of the Condemnation Proceeds received and so applied by Mortgagee and the Borrowing Base reduced. If the Condemnation Proceeds are required to be used as aforesaid to reimburse Mortgagor for the cost of rebuilding or restoring buildings or improvements on the Property, or if Mortgagee elects that the Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in this Section 5.5 5.6 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby or be paid to any other party entitled thereto.

Condemnation Proceeds. All compensation, awards, damages, rights of action, and proceeds awarded to Mortgagor hereby assigns, transfers and sets over unto Mortgagee its entire interest by reason of any such Taking or received by Mortgagor as the result of a transfer in the proceeds lieu of a Taking (the “Condemnation Proceeds”) of any award or any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“Condemnation”)are hereby assigned, unless, notwithstanding the foregoing, such taking, damage or condemnation does not cause a material diminution in the value of the Premises. So long as the portion of the Premises taken in such Condemnation does not exceed fifteen percent (15%) of the total square footage of the Premises and the portion of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagee shall be obligated paid, directly to make Lender. Mortgagor agrees to execute such further assignments of the Condemnation Proceeds available to as Lender may require. If Mortgagor for the restoration of the Propertyreceives any Condemnation Proceeds, if Mortgagor satisfies all of the conditions set forth in Section 5.5 hereof for disbursement of insurance proceeds. In all other cases Mortgagee shall have the right, if so directed by the Required Lenders, to apply promptly pay the Condemnation Proceeds to Lender, to be applied by Lender to payment of the Secured ObligationsObligations in such order as Lender, whether due or notin its sole discretion, shall determine. If To the extent that Condemnation Proceeds are required applied to prepay principal on Note, no prepayment fee will be charged in connection with such prepayment. Notwithstanding the foregoing, if no Default has occurred and is continuing and if the Taking is not a Total Taking, the Condemnation Proceeds, less costs, fees and expenses incurred by Lender and Mortgagor in the collection thereof, including reasonable attorneys’ fees and expenses (the “Net Condemnation Proceeds”), shall be made available to Mortgagor, to be used as aforesaid by Mortgagor to reimburse Mortgagor satisfy its Restoration obligations, substantially in the manner and according to the procedures, limitations, and requirements provided in the Loan Agreement for the cost distribution of rebuilding Net Insurance Proceeds, as if the Net Condemnation Proceeds were Net Insurance Proceeds. “Total Taking” means a Taking of substantially all of the Mortgaged Property or restoring buildings or improvements on of such a portion of the Property, or if Mortgagee elects Mortgaged Property that the Condemnation Proceeds remainder cannot reasonably be so used, and the buildings and other improvements shall be rebuilt or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in Section 5.5 hereof used for the payment of insurance proceeds toward purposes for which used prior to the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby or be paid to any other party entitled theretoTaking.

Condemnation Proceeds. Mortgagor All Condemnation Proceeds in respect of each of the Properties and the right thereto are hereby assignsirrevocably assigned and pledged by each Loan Party to Lender for the benefit of the Lenders, transfers and sets over unto Mortgagee Lender on behalf of the Lenders is authorized, at its entire interest option, to collect and receive all such Condemnation Proceeds and to give proper receipts and acquittances therefor; provided, however, (x) if no Event of Default shall have occurred and be continuing, such Loan Party shall have the right to direct Lender to apply Condemnation Proceeds in accordance with Section 2.7.2 (without application of the proceeds minimum amount requirements contained therein) and (z) if no Event of Default shall have occurred and be continuing, such Loan Party shall have the “right to direct Lender to pay such Loan Party all Condemnation Proceeds with respect to a Taking affecting a Property which will cost (or may reasonably be expected to cost) less than $500,000 to Restore. Each Loan Party agrees to execute, and to cause each of its Subsidiaries to execute, such further assignments of any Condemnation Proceeds in respect of any Property as Lender may reasonably require and shall otherwise cooperate with Lender in obtaining for Lender the benefit of any Condemnation Proceeds lawfully or equitably payable in respect of such Property, subject to the provisos above. If, prior to the receipt by Lender of such Condemnation Proceeds”) of any award or any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“Condemnation”), unless, notwithstanding the foregoing, such taking, damage or condemnation does not cause a material diminution in the value of the Premises. So long as the portion of the Premises taken in Property, subject to such Condemnation does not exceed fifteen percent (15%) action or proceeding shall have been sold on foreclosure of the total square footage of the Premises and the portion of the Improvements taken applicable Mortgage (or by deed in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvementslieu thereof), Mortgagee shall be obligated to make the Condemnation Proceeds available to Mortgagor for the restoration of the Property, if Mortgagor satisfies all of the conditions set forth in Section 5.5 hereof for disbursement of insurance proceeds. In all other cases Mortgagee Lender shall have the right, if so directed by the Required Lenders, right to apply the receive such Condemnation Proceeds to payment of the Secured Obligations, whether due or not. If the extent (x) such Condemnation Proceeds are required attributable to a Taking occurring prior to foreclosure or delivery of any deed in lieu thereof and (y) of any deficiency found to be used due upon such sale, with legal interest thereon, and reasonable counsel fees, costs and disbursements incurred by Lender in connection with the collection of such Condemnation Proceeds. Lender may, but shall not be obligated to, make proof of loss if not made promptly by the applicable Loan Party or Subsidiary thereof. Upon the occurrence and during the continuance of an Event of Default (but not otherwise), Lender is hereby authorized and empowered by each Loan Party to settle, adjust or compromise any claims for Condemnation Proceeds with or without the consent of such Loan Party or any of its Subsidiaries (and each of the Royale and Borrower hereby irrevocably appoints and constitutes Lender as aforesaid its lawful attorney-in-fact, coupled with an interest and with full power of substitution, for such purpose). In no event shall any Loan Party or any of its Subsidiaries settle, adjust or compromise any claim for Condemnation Proceeds in respect of any Property without the prior written consent of Lender, which shall not be unreasonably withheld, conditioned or delayed. Each condemnor concerned is hereby authorized and directed to reimburse Mortgagor make payment of all Condemnation Proceeds in respect of each of the Properties payable by it directly to Lender. If any Loan Party or any of its Subsidiaries receives any Condemnation Proceeds resulting from such condemnation in respect of any Property, such Loan Party or such Subsidiary shall promptly endorse and transfer such excess Condemnation Proceeds to Lender and each Loan Party covenants that until so paid over to Lender, such Loan Party or Subsidiary, as the case may be, shall hold such Condemnation Proceeds in trust for the cost benefit of rebuilding or restoring buildings or improvements on the Property, or if Mortgagee elects that the Lender and shall not commingle such Condemnation Proceeds be so used, and the buildings and with any other improvements shall be rebuilt funds or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in Section 5.5 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration assets of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding Loan Party or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby Subsidiary or be paid to any other party entitled theretoPerson.

Condemnation Proceeds. Mortgagor hereby assigns, transfers and sets over unto Mortgagee its entire interest in the proceeds (the “"Condemnation Proceeds”") of any award or any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“"Condemnation”"), unless, notwithstanding the foregoingforgoing, (i) such taking, damage or condemnation does not cause a material diminution in the value of the Premises. So long as Premises or (ii) Mortgagor elects to release the portion Property in accordance with the terms of the Premises taken in such Condemnation does not exceed fifteen percent (15%Section 2.7(c) of the total square footage of Credit Agreement, in which case, upon such release, all Condemnation Proceeds for damages to the Premises and Property shall be payable to the portion of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagor. Mortgagee shall be obligated make available to make Mortgagor the Condemnation Proceeds available to Mortgagor for the restoration of the Property, Premises if Mortgagor satisfies all of the conditions set forth in this Section 5.5 5.6 Gratiot Center, Saginaw, Michigan hereof for disbursement of insurance proceeds. In all other cases Mortgagee shall have the right, if so directed by the Required Lendersat its option, to apply the Condemnation Proceeds to payment upon or in reduction of the Secured Obligationsindebtedness secured hereby, whether due or not. If Mortgagee is entitled to and does elect to apply Condemnation Proceeds upon or in reduction of the indebtedness secured hereby, then Mortgagee shall reduce the then outstanding balance of the Advances under the Credit Agreement by the amount of the Condemnation Proceeds received and so applied by Mortgagee and the Borrowing Base reduced. If the Condemnation Proceeds are required to be used as aforesaid to reimburse Mortgagor for the cost of rebuilding or restoring buildings or improvements on the Property, or if Mortgagee elects that the Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in this Section 5.5 5.6 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby or be paid to any other party entitled thereto.

Condemnation Proceeds. Mortgagor All Condemnation Proceeds in respect of each of the Mortgaged Properties and the right thereto are hereby assignsirrevocably assigned and pledged by each Loan Party to the Agent for the benefit of the Lenders, transfers and sets over unto Mortgagee the Agent is authorized, at its entire interest option, to collect and receive all such Condemnation Proceeds and to give proper receipts and acquittances therefor; provided, however, (x) if no Event of Default shall have occurred and be continuing, such Loan Party shall have the right to direct the Agent to apply Condemnation Proceeds in accordance with Section 5.11.6 (without application of the proceeds minimum amount requirements contained therein) and (z) if no Event of Default shall have occurred and be continuing, such Loan Party shall have the “right to direct the Agent to pay such Loan Party all Condemnation Proceeds with respect to a Taking affecting a Mortgaged Property which will cost (or may reasonably be expected to cost) less than $1,000,000 to Restore. Each Loan Party agrees to execute, and to cause each of its Subsidiaries to execute, such further assignments of any Condemnation Proceeds in respect of any Mortgaged Property as the Agent may reasonably require and shall otherwise cooperate with the Agent in obtaining for the Agent and the Lenders the benefit of any Condemnation Proceeds lawfully or equitably payable in respect of such Mortgaged Property, subject to the provisos above. If, prior to the receipt by the Agent of such Condemnation Proceeds”) of any award or any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“Condemnation”), unless, notwithstanding the foregoing, such taking, damage or condemnation does not cause a material diminution in the value of the Premises. So long as the portion of the Premises taken in Mortgaged Property, subject to such Condemnation does not exceed fifteen percent (15%) action or proceeding shall have been sold on foreclosure of the total square footage of applicable Mortgage (or by deed in lieu 64 thereof), the Premises and the portion of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagee shall be obligated to make the Condemnation Proceeds available to Mortgagor for the restoration of the Property, if Mortgagor satisfies all of the conditions set forth in Section 5.5 hereof for disbursement of insurance proceeds. In all other cases Mortgagee Agent shall have the right, if so directed by the Required Lenders, right to apply the receive such Condemnation Proceeds to payment of the Secured Obligations, whether due or not. If the extent (x) such Condemnation Proceeds are required attributable to a Taking occurring prior to foreclosure or delivery of any deed in lieu thereof and (y) of any deficiency found to be used due upon such sale, with legal interest thereon, and reasonable counsel fees, costs and disbursements incurred by the Agent in connection with the collection of such Condemnation Proceeds. The Agent may, but shall not be obligated to, make proof of loss if not made promptly by the applicable Loan Party or Subsidiary thereof. Upon the occurrence and during the continuance of an Event of Default (but not otherwise), the Agent is hereby authorized and empowered by each Loan Party to settle, adjust or compromise any claims for Condemnation Proceeds with or without the consent of such Loan Party or any of its Subsidiaries (and each of the Loan Parties hereby irrevocably appoints and constitutes the Agent as aforesaid its lawful attorney-in-fact, coupled with an interest and with full power of substitution, for such purpose). In no event shall any Loan Party or any of its Subsidiaries settle, adjust or compromise any claim for Condemnation Proceeds in respect of any Mortgaged Property without the prior written consent of the Agent, which shall not be unreasonably withheld, conditioned or delayed. Each condemnor concerned is hereby authorized and directed to reimburse Mortgagor make payment of all Condemnation Proceeds in respect of each of the Mortgaged Properties payable by it directly to the Agent. If any Loan Party or any of its Subsidiaries receives any Condemnation Proceeds resulting from such condemnation in respect of any Mortgaged Property, such Loan Party or such Subsidiary shall promptly endorse and transfer such excess Condemnation Proceeds to the Agent and each Loan Party covenants that until so paid over to the Agent, such Loan Party or Subsidiary, as the case may be, shall hold such Condemnation Proceeds in trust for the cost benefit of rebuilding or restoring buildings or improvements on the Property, or if Mortgagee elects that the Agent and shall not commingle such Condemnation Proceeds be so used, and the buildings and with any other improvements shall be rebuilt funds or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in Section 5.5 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration assets of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding Loan Party or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby Subsidiary or be paid to any other party entitled theretoPerson.

Condemnation Proceeds. Mortgagor hereby assigns, transfers and sets over unto Mortgagee its entire interest in the proceeds (the “"Condemnation Proceeds”") of any award or any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“"Condemnation”"), unless, notwithstanding the foregoingforgoing, (i) such taking, damage or condemnation does not cause a material diminution in the value of the Premises. So long as Premises or (ii) Mortgagor elects to release the portion Property in accordance with the terms of the Premises taken in such Condemnation does not exceed fifteen percent (15%Section 2.7(c) of the total square footage of Credit Agreement, in which case, upon such release, all Condemnation Proceeds for damages to the Premises and Property shall be payable to the portion of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagor. Mortgagee shall be obligated make available to make Mortgagor the Condemnation Proceeds available to Mortgagor for the restoration of the Property, Premises if Mortgagor satisfies all of the conditions set forth in this Section 5.5 5.6 Clarksville Place, Indiana hereof for disbursement of insurance proceeds. In all other cases Mortgagee shall have the right, if so directed by the Required Lendersat its option, to apply the Condemnation Proceeds to payment upon or in reduction of the Secured Obligationsindebtedness secured hereby, whether due or not. If Mortgagee is entitled to and does elect to apply Condemnation Proceeds upon or in reduction of the indebtedness secured hereby, then Mortgagee shall reduce the then outstanding balance of the Advances under the Credit Agreement by the amount of the Condemnation Proceeds received and so applied by Mortgagee and the Borrowing Base reduced. If the Condemnation Proceeds are required to be used as aforesaid to reimburse Mortgagor for the cost of rebuilding or restoring buildings or improvements on the Property, or if Mortgagee elects that the Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in this Section 5.5 5.6 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby or be paid to any other party entitled thereto.

Condemnation Proceeds. Mortgagor hereby assignsAll Awards shall be paid to Mortgagee and, transfers and sets over unto Mortgagee after deducting from said Awards all of its entire interest expenses in the proceeds (the “Condemnation Proceeds”) collection and administration of any award or any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“Condemnation”)said sums, unless, notwithstanding the foregoing, such taking, damage or condemnation does not cause a material diminution in the value of the Premises. So long as the portion of the Premises taken in such Condemnation does not exceed fifteen percent (15%) of the total square footage of the Premises and the portion of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagee shall be obligated to make the Condemnation Proceeds available to Mortgagor for the restoration of the Property, if Mortgagor satisfies all of the conditions set forth in Section 5.5 hereof for disbursement of insurance proceeds. In all other cases Mortgagee shall have the right, at its option, if so directed by the Required Lendersproceeds of the Awards exceed $50,000, to apply the Condemnation Proceeds to net proceeds in payment of the Secured ObligationsIndebtedness (whether then matured or to mature in the future), either in whole or in part (in such order as Mortgagee shall deem proper), or to require the Mortgaged Property so affected by such condemnation to be repaired or restored by the use of such proceeds. If the proceeds of any Awards are equal to or less than $50,000, and provided that no Event of Default exists, Mortgagee shall release the same to Mortgagor to be applied to the restoration or repair of the Mortgaged Property. Mortgagor agrees that if the proceeds are released to be applied toward restoration, Mortgagor shall expeditiously proceed to so repair or restore the Mortgaged Property. If Mortgagee does elect to apply such proceeds in payment or reduction of the Indebtedness secured hereby, whether due or not. If , and if the Condemnation Proceeds same are required insufficient to pay such amount in full, Mortgagee shall have the right and option to declare the entire balance of the Indebtedness remaining unpaid to be used as aforesaid immediately due and payable. Mortgagee shall be entitled to reimburse Mortgagor for the cost of rebuilding or restoring buildings or improvements on the Property, or if Mortgagee elects that the Condemnation Proceeds be so usedall Awards, and is hereby authorized, at its option, to commence, appear in and prosecute, in its own name or in Mortgagor's name, any such proceeding relating to any condemnation, and to settle or compromise any claim in connection therewith. Mortgagor hereby assigns and transfers to Mortgagee all Awards up to the buildings and other improvements shall be rebuilt or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in Section 5.5 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out amount of the Condemnation Proceeds after payment Indebtedness and the claims, rights and proceedings in connection therewith. Mortgagor agrees to execute such further assignments of all Awards and claims, rights and proceedings in connection therewith as Mortgagee may request. Mortgagee shall not be held responsible for any failure to collect any amount in connection with any such cost of rebuilding or restoration shall, at the option of Mortgagee, be applied on account proceeding regardless of the indebtedness secured hereby or be paid to any other party entitled theretocause of failure.

Condemnation Proceeds. Mortgagor hereby assigns, transfers and sets over unto Mortgagee its entire interest in the proceeds (the “Condemnation Proceeds”) of any award or any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“Condemnation”), unless, notwithstanding the foregoingforgoing, such taking, damage or condemnation does not cause a material diminution in the value of the PremisesPremises in which case all Condemnation Proceeds for damages to the Property shall be payable to the Mortgagor. So long as the portion of the Premises taken in such Condemnation does not exceed fifteen percent (15%) of the total square footage of the Premises and the portion of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagee shall be obligated make available to make Mortgagor the Condemnation Proceeds available to Mortgagor for the restoration of the Property, Premises if Mortgagor satisfies all of the conditions set forth in this Section 5.5 5.6 hereof for disbursement of insurance proceeds. In all other cases Mortgagee shall have the right, if so directed by the Required Lendersat its option, to apply the Condemnation Proceeds to payment upon or in reduction of the Secured Obligationsindebtedness secured hereby, whether due or not. If Mortgagee is entitled to and does elect to apply Condemnation Proceeds upon or in reduction of the indebtedness secured hereby, then Mortgagee shall reduce the then outstanding balance of the Advances under the Term Loan Agreement by the amount of the Condemnation Proceeds received and so applied by Mortgagee. If the Condemnation Proceeds are required to be used as aforesaid to reimburse Mortgagor for the cost of rebuilding or restoring buildings or improvements on the Property, or if Mortgagee elects that the Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in this Section 5.5 5.6 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby or be paid to any other party entitled thereto.

Condemnation Proceeds. Mortgagor (a) Lender shall be entitled to receive any and all sums which may be awarded and become payable to Borrower for condemnation of the Mortgaged Property or any part thereof, for public or quasi-public use, or by virtue of private sale in lieu thereof, and any sums which may be awarded or become payable to Borrower for damages caused by public works or construction on or near the Mortgaged Property. All such sums are hereby assignsassigned to Lender, transfers and sets over unto Mortgagee its entire interest Borrower shall, upon request of Lender, make, execute, acknowledge, and deliver any and all additional assignments and documents as may be necessary from time to time to enable Lender to collect and receipt for any such sums. Lender shall not be, under any circumstances, liable or responsible for failure to collect, or exercise diligence in the proceeds collection of, any of such sums. (the “Condemnation Proceeds”b) Borrower will give Lender prompt notice of any award instituted or any claim for damages for any threatened condemnation proceeding affecting a part of the Mortgaged Property taken or damaged under and if there shall occur any condemnation of a part of the power Mortgaged Property, and if (i) in the judgment of eminent domain or by condemnation or Lender the Mortgaged Property can be restored, within a reasonable time and in any transaction event prior to the Maturity Date (as defined in lieu of condemnation (“Condemnation”the Note), unlessto an economic unit not less valuable than the same was prior to such condemnation and adequately securing the Indebtedness, notwithstanding and (ii) Lender receives assurances satisfactory to Lender that tenancies or other sources of revenue from the foregoingMortgaged Property will continue in full force and effect after restoration subject only to rent abatement during the period when any leased premises are untenantable, then, if and so long as there is no default hereunder, Lender will make available to Borrower for such takingrestoration, damage or condemnation does not cause a material diminution in the value proceeds of condemnation, if any, collected by Lender because of the Premises. So long as the portion of the Premises taken in such Condemnation does act or occurrence and not exceed fifteen percent (15%) of the total square footage of the Premises and the portion of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagee shall be obligated to make the Condemnation Proceeds available to Mortgagor for the restoration of the Property, if Mortgagor satisfies all of the conditions set forth in Section 5.5 hereof for disbursement of insurance proceeds. In all other cases Mortgagee shall have the right, if so directed restricted by the Required Lenders, to apply the Condemnation Proceeds to payment of the Secured Obligations, whether due or not. If the Condemnation Proceeds are required to be used as aforesaid to reimburse Mortgagor for the cost of rebuilding or restoring buildings or improvements on the Property, or if Mortgagee elects that the Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in Section 5.5 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby or be paid to any other party entitled adverse claim thereto.

Condemnation Proceeds. Mortgagor Both the Borrower and, pursuant to the applicable Mortgage, the applicable Subsidiary Guarantor owning a Mortgage Property, hereby assigns, transfers and sets over unto Mortgagee the Administrative Agent for the benefit of the Lenders its entire interest in the proceeds (the “Condemnation Proceeds”) of any award or any claim for damages for any of the such Mortgage Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“Condemnation”), unless, notwithstanding the foregoing, such taking, damage or condemnation does not cause a material diminution in the value of the Premisessuch Mortgage Property. So long as the portion of the Premises such Mortgage Property taken in such Condemnation does not exceed fifteen percent (15%) of the total square footage of the Premises Mortgage Property and the portion of the Improvements improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable leasable area of the Improvementsimprovements thereon, Mortgagee the Administrative Agent shall be obligated to make the Condemnation Proceeds available to Mortgagor the Borrower or the applicable Subsidiary Guarantor owning such Mortgage Property for the restoration of the Property, if Mortgagor the Borrower or such applicable Subsidiary Guarantor satisfies all of the conditions set forth in Section 5.5 7.27(a) above hereof for disbursement of insurance proceeds. In all other cases Mortgagee the Administrative Agent shall have the right, if so directed by the Required Lenders, to apply the Condemnation Proceeds to payment of the Secured Obligations, whether due or not, in accordance with Section 2.13(b). If the Condemnation Proceeds are required to be used as aforesaid to reimburse Mortgagor the Borrower or such applicable Subsidiary Guarantor for the cost of rebuilding or restoring buildings or improvements on the such Mortgage Property, or if Mortgagee the Administrative Agent elects that the Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in Section 5.5 hereof 7.27(a) above for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgageethe Administrative Agent, be applied on account of the indebtedness secured hereby or be paid to any other party entitled thereto.

Condemnation Proceeds. Mortgagor All Condemnation Proceeds in respect of each of the Mortgaged Properties and the right thereto are hereby assignsirrevocably assigned and pledged by each Loan Party to the Agent for the benefit of the Lenders, transfers and sets over unto Mortgagee the Agent on behalf of the Lenders is authorized, at its entire interest option, to collect and receive all such Condemnation Proceeds and to give proper receipts and acquittances therefor; provided, however, that such Loan Party shall have the right to cause the Agent to apply Condemnation Proceeds in the proceeds (the “Condemnation Proceeds”) accordance with subsections 5.11E, 5.11F and 5.11G. Each Loan Party agrees to execute, and to cause each of its Subsidiaries to execute, such further assignments of any award Condemnation Proceeds in respect of any Mortgaged Property as the Agent may reasonably require and shall otherwise cooperate with the Agent in obtaining for the Agent and the Lenders the benefit of any Condemnation Proceeds lawfully or equitably payable in respect of such Mortgaged Property. In no event shall any Loan Party or any of its Subsidiaries settle, adjust or compromise any claim for damages for Condemnation Proceeds in excess of $300,000 in respect of any Mortgaged Property without the prior written consent of the Agent, which shall not be unreasonably withheld, delayed or conditioned. If any Loan Party or any of its Subsidiaries receives any Condemnation Proceeds resulting from such condemnation in respect of any Mortgaged Property, such Loan Party or such Subsidiary shall promptly endorse and transfer such Condemnation Proceeds to the Property taken Agent and each Loan Party covenants that until so paid over to the Agent, such Loan Party or damaged under Subsidiary, as the power case may be, shall hold such Condemnation Proceeds in trust for the benefit of eminent domain the Agent and shall not commingle such Condemnation Proceeds with any other funds or by condemnation assets of such Loan Party or Subsidiary or any transaction in lieu other Person. If, prior to the receipt by the Agent of condemnation (“Condemnation”)such Condemnation Proceeds, unless, notwithstanding the foregoing, such taking, damage or condemnation does not cause a material diminution in the value of the Premises. So long as the portion of the Premises taken in Mortgaged Property, subject to such Condemnation does not exceed fifteen percent (15%) action or proceeding shall have been sold on foreclosure of the total square footage of applicable Mortgage (or by deed in lieu thereof), the Premises and the portion of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagee shall be obligated to make the Condemnation Proceeds available to Mortgagor for the restoration of the Property, if Mortgagor satisfies all of the conditions set forth in Section 5.5 hereof for disbursement of insurance proceeds. In all other cases Mortgagee Agent shall have the right, if so directed by the Required Lenders, right to apply the receive such Condemnation Proceeds to payment of the Secured Obligations, whether due or not. If the extent (x) such Condemnation Proceeds are required attributable to a Taking occurring prior to foreclosure or delivery of any deed in lieu thereof and (y) of any deficiency found to be used as aforesaid due upon such sale, with legal interest thereon, and reasonable counsel fees, costs and disbursements incurred by the Agent in connection with the collection of such Condemnation Proceeds. The Agent may, but shall not be obligated to, make proof of loss if not made promptly by the applicable Loan Party or Subsidiary thereof. Upon the occurrence and during the continuance of an Event of Default (but not otherwise), the Agent is hereby authorized and empowered by each Loan Party to reimburse Mortgagor settle, adjust or compromise any claims for the cost of rebuilding or restoring buildings or improvements on the Property, or if Mortgagee elects that the Condemnation Proceeds be so used, with or without the consent of such Loan Party or any of its Subsidiaries (and the buildings Company hereby irrevocably appoints and other improvements shall be rebuilt or restoredconstitutes the Agent as 117 129 the Company's lawful attorney-in-fact, the Condemnation Proceeds shall be paid out in the same manner as is provided in Section 5.5 hereof coupled with an interest and with full power of substitution, for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby or be paid to any other party entitled theretopurpose).

Condemnation Proceeds. Mortgagor Both the Borrower and, pursuant to the applicable Mortgage, the applicable Subsidiary Guarantor owning a Collateral Pool Property, hereby assigns, transfers and sets over unto Mortgagee the Administrative Agent for the benefit of the Lenders its entire interest in the proceeds (the “Condemnation Proceeds”) of any award or any claim for damages for any of the such Collateral Pool Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“Condemnation”), unless, notwithstanding the foregoing, such taking, damage or condemnation does not cause a material diminution in the value of such Collateral Pool Property. Without limiting any of the Premises. So provisions of this Agreement with respect to Eligible Property requirements or compliance with Collateral Pool Availability, so long as no Event of Default has occurred and is then continuing, and the portion of the Premises such Collateral Pool Property taken in such Condemnation does not exceed fifteen twenty-five percent (1525%) of the total square footage of the Premises Collateral Pool Property and the portion of the Improvements improvements taken in such Condemnation does not exceed twenty-five percent (525%) of the total gross leaseable leasable area of the Improvementsimprovements thereon, Mortgagee the Administrative Agent shall be obligated to make the Condemnation Proceeds available to Mortgagor the Borrower or the applicable Subsidiary Guarantor owning such Collateral Pool Property for the restoration of the Property, Real Estate Asset if Mortgagor the Borrower or such applicable Subsidiary Guarantor satisfies all of the conditions set forth in Section 5.5 hereof 6.11(a)(i) and (ii) above for disbursement of insurance proceedsproceeds to the extent applicable. In all other cases Mortgagee the Administrative Agent shall have the right, if so directed by the Required Lenders, to apply the Condemnation Proceeds to payment of the Secured Obligations, whether due or not. If the Condemnation Proceeds are required to be used as aforesaid to reimburse Mortgagor the Borrower or such applicable Subsidiary Guarantor for the cost of rebuilding or restoring buildings or improvements on the such Collateral Pool Property, or if Mortgagee the Administrative Agent elects that the Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in Section 5.5 hereof 6.11(a)(i) and (ii) above for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements, if applicable. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgageethe Administrative Agent, be applied on account of the indebtedness secured hereby or be paid to any other party entitled thereto. Notwithstanding the foregoing, in the event a Collateral Pool Property is released or ceases to be an Eligible Property and/or a Collateral Pool Property in accordance with Section 4.4, any Condemnation Proceeds held by Administrative Agent in respect of a partial or complete Condemnation of such Collateral Pool Property shall be (a) released to the Borrower (and Borrower shall be entitled to all additional Condemnation Proceeds), provided that the Borrower has satisfied the requirements set forth in Section 4.4 with respect to such released or disqualified Collateral Pool Property or (b) if Borrower fails to comply with subsection (a) of this sentence, as reasonably determined by Administrative Agent, applied by Administrative Agent in reduction of the Secured Obligations in such order and amount as determined by Administrative Agent in its sole discretion.

Condemnation Proceeds. Mortgagor hereby assignsTo the extent permitted under the Lease, transfers and sets over unto all Awards shall be paid to Mortgagee and, after deducting from said Awards all of its entire interest expenses in the proceeds (the “Condemnation Proceeds”) collection and administration of any award or any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“Condemnation”)said sums, unless, notwithstanding the foregoing, such taking, damage or condemnation does not cause a material diminution in the value of the Premises. So long as the portion of the Premises taken in such Condemnation does not exceed fifteen percent (15%) of the total square footage of the Premises and the portion of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagee shall be obligated to make the Condemnation Proceeds available to Mortgagor for the restoration of the Property, if Mortgagor satisfies all of the conditions set forth in Section 5.5 hereof for disbursement of insurance proceeds. In all other cases Mortgagee shall have the right, at its option, if so directed by the Required Lendersproceeds of the Awards exceed $50,000, to apply the Condemnation Proceeds to net proceeds in payment of the Secured ObligationsIndebtedness (whether then matured or to mature in the future), either in whole or in part (in such order as Mortgagee shall deem proper), or to require the Mortgaged Property so affected by such condemnation to be repaired or restored by the use of such proceeds. If the proceeds of any Awards are equal to or less than $50,000, and provided that no Event of Default exists, Mortgagee shall release the same to Mortgagor to be applied to the restoration or repair of the Mortgaged Property. Mortgagor agrees that if the proceeds are released to be applied toward restoration, Mortgagor shall expeditiously proceed to so repair or restore the Mortgaged Property. If Mortgagee does elect to apply such proceeds in payment or reduction of the Indebtedness secured hereby, whether due or not. If , and if the Condemnation Proceeds same are required insufficient to pay such amount in full, Mortgagee shall have the right and option to declare the entire balance of the Indebtedness remaining unpaid to be used as aforesaid immediately due and payable. Mortgagee shall be entitled to reimburse Mortgagor for the cost of rebuilding or restoring buildings or improvements on the Property, or if Mortgagee elects that the Condemnation Proceeds be so usedall Awards, and is hereby authorized, at its option, to commence, appear in and prosecute, in its own name or in Mortgagor's name, any such proceeding relating to any condemnation, and to settle or compromise any claim in connection therewith. Mortgagor hereby assigns and transfers to Mortgagee all Awards up to the buildings and other improvements shall be rebuilt or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in Section 5.5 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out amount of the Condemnation Proceeds after payment Indebtedness and the claims, rights and proceedings in connection therewith. Mortgagor agrees to execute such further assignments of all Awards and claims, rights and proceedings in connection therewith as Mortgagee may request. Mortgagee shall not be held responsible for any failure to collect any amount in connection with any such cost of rebuilding or restoration shall, at the option of Mortgagee, be applied on account proceeding regardless of the indebtedness secured hereby or be paid to any other party entitled theretocause of failure.

Condemnation Proceeds. Mortgagor If the Property or any part thereof shall be condemned, the Mortgagee may appear and defend any such suit and is hereby assignsirrevocably authorized, transfers to collect all of the proceeds and sets over unto apply the same upon any covenant, agreement, obligation or condition secured hereby. All costs, expenses and attorneys' fees paid or incurred by the Mortgagee its entire interest in the proceeds (course of such proceedings shall become part of the “Condemnation Proceeds”) Obligation secured hereby. Notwithstanding any taking by eminent domain, alteration of the grade of any Street or other injury to or decrease in value of the Property by any public or quasi-public authority or corporation, any interest imposed under 29 U.S.C.§ 1362(b)(1) and 29 C.F.R. § 4062.7(c) shall continue to accrue until any and all liability under 29 U.S.C. § 1362(b)(1) has been satisfied without regard to whether or not an award or payment from such authority or corporation has been received by the Mortgagee, and any claim for damages for reduction in the Obligation secured hereby shall be deemed to take effect only on the date of such receipt. Any such award or payment received by or under the control of the Mortgagee, less the cost, if any, incurred by Mortgagee with respect thereto, shall, unless the Mortgagor is in default under the terms of this Mortgage, be applied toward the payment of the cost of altering, restoring or rebuilding any part of the Property which may have been altered, damaged or destroyed as a result of any such taking, alteration of grade or other injury to the Property, on proof sufficient to the Mortgagee that the sum requested is justly required to pay the contractors, materialmen, laborers, engineers, architects or other persons rendering services or materials in connection with such work. Upon the completion of the work and payments in full therefor, or if the Mortgagor is in default under any of the terms of this Mortgage, Mortgagee may apply any remaining amount of any such proceeds to the payment of any indebtedness secured by this Mortgage. If, prior to the receipt by the Mortgagee of such award or payment, the Property taken shall have been sold on foreclosure of this Mortgage, the Mortgagee shall have the right to receive such award or damaged under payment to the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“Condemnation”), unless, notwithstanding the foregoing, such taking, damage or condemnation does not cause a material diminution in the value extent of the Premises. So long as the portion of the Premises taken in mortgage debt remaining unsatisfied after such Condemnation does not exceed fifteen percent (15%) of the total square footage of the Premises and the portion of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagee shall be obligated to make the Condemnation Proceeds available to Mortgagor for the restoration sale of the Property, if Mortgagor satisfies all of the conditions set forth in Section 5.5 hereof for disbursement of insurance proceeds. In all other cases Mortgagee shall have the right, if so directed by the Required Lenders, to apply the Condemnation Proceeds to payment of the Secured Obligations, whether due or not. If the Condemnation Proceeds are required to be used as aforesaid to reimburse Mortgagor for the cost of rebuilding or restoring buildings or improvements on the Property, or if Mortgagee elects that the Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in Section 5.5 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, with interest thereon at the option of Mortgagee, be applied on account of the indebtedness secured hereby or be paid to any other party entitled thereto.4062.7

Condemnation Proceeds. Mortgagor Both the Borrower and the applicable Subsidiary Guarantor owning a Borrowing Base Property, hereby assigns, transfers and sets over unto Mortgagee the Administrative Agent for the benefit of the Lenders its entire interest in the proceeds (the “Condemnation Proceeds”) of any award or any claim for damages for any of the such Borrowing Base Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“Condemnation”), unless, notwithstanding the foregoing, such taking, damage or condemnation does not cause a material diminution in the value of such Borrowing Base Property. Without limiting any of the Premises. So provisions of this Agreement with respect to Eligible Property requirements or compliance with Borrowing Base Availability, so long as the portion of the Premises such Borrowing Base Property taken in such Condemnation does not exceed fifteen percent (15%) of the total square footage of the Premises Borrowing Base Property and the portion of the Improvements improvements taken in such Condemnation does not exceed five fifteen percent (515%) of the total gross leaseable leasable area of the Improvementsimprovements thereon, Mortgagee the Administrative Agent shall be obligated to make the Condemnation Proceeds available to Mortgagor the Borrower or the applicable Subsidiary Guarantor owning such Borrowing Base Property for the restoration of the Property, Real Estate Asset if Mortgagor the Borrower or such applicable Subsidiary Guarantor satisfies all of the conditions set forth in Section 5.5 8.15(a) above hereof for disbursement of insurance proceedsproceeds to the extent applicable, and the Borrowing Base Property shall be so restored or rebuilt by the Borrower or the applicable Subsidiary Guarantor Lien free and defect free and in an architecturally and economically viable manner in material compliance with all Applicable Laws and in substantially the same quality and character as such Borrowing Base Property was prior to such damage or destruction or to such other condition as the Administrative Agent shall reasonably approve in writing. In all other cases Mortgagee the Administrative Agent shall have the right, if so directed by the Required Requisite Lenders, to apply the Condemnation Proceeds to payment of the Secured Obligations, whether due or not, in accordance with Section 2.5(b)(ii). If the Condemnation Proceeds are required to be used as aforesaid to reimburse Mortgagor the Borrower or such applicable Subsidiary Guarantor for the cost of rebuilding or restoring buildings or improvements on the Propertysuch Borrowing Base Property in accordance with this Section, or if Mortgagee the Administrative Agent elects that the Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or restoredrestored in accordance with this Section, the Condemnation Proceeds shall be paid out in the same manner as is provided in Section 5.5 hereof 8.15(a) above for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements, if applicable. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgageethe Administrative Agent, be applied on account of the indebtedness secured hereby or be paid to any other party entitled thereto. Notwithstanding the foregoing, in the event a Borrowing Base Property is released or ceases to be an Eligible Property and/or a Borrowing Base Property in accordance with Section 5.2, any Condemnation Proceeds held by Administrative Agent in respect of a partial or complete Condemnation of such Borrowing Base Property shall be (a) released to the Borrower (and Borrower shall be entitled to all additional Condemnation Proceeds), provided that the Borrower has satisfied the requirements set forth in Section 5.2(a)(i)-(iv) with respect to such released or disqualified Borrowing Base Property or (b) if Borrower fails to comply with subsection (a) of this sentence, as reasonably determined by Administrative Agent, applied by Administrative Agent in reduction of the Obligations in such order and amount as determined by Administrative Agent in its sole discretion.

Condemnation Proceeds. Mortgagor Grantor hereby assigns, transfers and sets over unto Mortgagee Beneficiary its entire interest in the proceeds (the “"Condemnation Proceeds”") of any award or any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“"Condemnation”"), unless, notwithstanding the foregoingforgoing, such taking, damage or condemnation does not cause a material diminution in the value of the Premises. So long as the portion of the Premises taken in such Condemnation does not exceed fifteen percent (15%) of the total square footage of the Premises and the portion of Improvements in which case all Condemnation Proceeds for damages to the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagee Property shall be obligated payable to Grantor. Beneficiary shall make available to Grantor the Condemnation Proceeds available to Mortgagor for the restoration of the Property, Premises and Improvements if Mortgagor Grantor satisfies all of the conditions set forth in Section 5.5 hereof above for disbursement of insurance proceeds. In all other cases Mortgagee Beneficiary shall have the right, if so directed by the Required Lendersat its option, to apply the Condemnation Proceeds to payment upon or in reduction of the Secured Obligations, whether due or not. If Beneficiary is entitled to and does elect to apply Condemnation Proceeds upon or in reduction of the Obligations, then Beneficiary shall reduce the then outstanding balance of the Loans under the Loan Agreement by the amount of the Condemnation Proceeds received and so applied by Beneficiary. If the Condemnation Proceeds are required to be used as aforesaid to reimburse Mortgagor Grantor for the cost of rebuilding or restoring buildings or improvements on the PropertyPremises and Improvements, or if Mortgagee Beneficiary elects that the Condemnation Proceeds be so used, and the buildings Premises and other improvements Improvements shall be rebuilt or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in Section 5.5 hereof above for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings the Premises and other improvementsImprovements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of MortgageeBeneficiary, be applied on account of the indebtedness secured hereby Indebtedness or be paid to any other party entitled thereto.

Condemnation Proceeds. Mortgagor hereby assigns, transfers and sets over unto Mortgagee its entire interest in the proceeds (the “"Condemnation Proceeds”") of any award or any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“"Condemnation”"), unless, notwithstanding the foregoingforgoing, (i) such taking, damage or condemnation does not cause a material diminution in the value of the Premises. So long as Premises or (ii) Mortgagor elects to release the portion Property in accordance with the terms of the Premises taken in such Condemnation does not exceed fifteen percent (15%Section 2.7(c) of the total square footage of Credit Agreement, in which case, upon such release, all Condemnation Proceeds for damages to the Premises and Property shall be payable to the portion of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagor. Mortgagee shall be obligated make available to make Mortgagor the Condemnation Proceeds available to Mortgagor for the restoration of the Property, Premises if Mortgagor satisfies all of the conditions set forth in this Section 5.5 5.6 hereof for disbursement of insurance proceeds. In all other cases Mortgagee shall have the right, if so directed by the Required Lendersat its option, to apply the Condemnation Proceeds to payment upon or in reduction of the Secured Obligationsindebtedness secured hereby, whether due or not. If Mortgagee is entitled to and does elect to apply Condemnation Proceeds upon or in reduction of the indebtedness secured hereby, then Mortgagee shall reduce the then outstanding balance of the Advances under the Credit Agreement by the amount of the Condemnation Proceeds received and so applied by Mortgagee and the Borrowing Base reduced. If the Condemnation Proceeds are required to be used as aforesaid to reimburse Mortgagor for the cost of rebuilding or restoring buildings or improvements on the Property, or if Mortgagee elects that the Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or restored, the Condemnation Russelville, Kentucky Proceeds shall be paid out in the same manner as is provided in this Section 5.5 5.6 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby or be paid to any other party entitled thereto.

Condemnation Proceeds. Mortgagor hereby assigns, transfers and sets over unto Mortgagee its entire interest in the proceeds (the “"Condemnation Proceeds”") of any award or any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“"Condemnation”"), unless, notwithstanding the foregoingforgoing, (i) such taking, damage or condemnation does not cause a material diminution in the value of the Premises. So long as Premises or (ii) Mortgagor elects to release the portion Property in accordance with the terms of the Premises taken in such Condemnation does not exceed fifteen percent (15%Section 2.7(c) of the total square footage of Credit Agreement, in which case, upon such release, all Condemnation Proceeds for damages to the Premises and Property shall be payable to the portion of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagor. Mortgagee shall be obligated make available to make Mortgagor the Condemnation Proceeds available to Mortgagor for the restoration of the Property, Premises if Mortgagor satisfies all of the conditions set forth in this Section 5.5 5.6 hereof for disbursement of insurance proceeds. In all other cases Mortgagee shall have the right, if so directed by the Required Lendersat its option, to apply the Condemnation Proceeds to payment upon or in reduction of the Secured Obligationsindebtedness secured hereby, whether due or not. If Mortgagee is entitled to and does elect to apply Condemnation Proceeds upon or in reduction of the indebtedness secured hereby, then Mortgagee shall reduce the then outstanding balance of the Advances under the Credit Agreement by the amount of the Condemnation Proceeds received and so applied by Mortgagee and the Borrowing Base reduced. If the Condemnation Proceeds are required to be used as aforesaid to reimburse Mortgagor for the cost of rebuilding or restoring buildings or improvements on the Property, or if Mortgagee elects that the Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or restored, the Condemnation Prestonburg, Kentucky Proceeds shall be paid out in the same manner as is provided in this Section 5.5 5.6 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby or be paid to any other party entitled thereto.

Condemnation Proceeds. Mortgagor Both the Borrower and, pursuant to the applicable Mortgage, the applicable Subsidiary Guarantor owning a Borrowing Base Property, hereby assigns, transfers and sets over unto Mortgagee the Administrative Agent for the benefit of the Lenders its entire interest in the proceeds (the “Condemnation Proceeds”) of any award or any claim for damages for any of the such Borrowing Base Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“Condemnation”), unless, notwithstanding the foregoing, such taking, damage or condemnation does not cause a material diminution in the value of such Borrowing Base Property. Without limiting any of the Premises. So provisions of this Agreement with respect to Eligible Property requirements or compliance with Borrowing Base Availability, so long as the portion of the Premises such Borrowing Base Property taken in such Condemnation does not exceed fifteen percent (15%) of the total square footage of the Premises Borrowing Base Property and the portion of the Improvements improvements taken in such Condemnation does not exceed five fifteen percent (515%) of the total gross leaseable leasable area of the Improvementsimprovements thereon, Mortgagee the Administrative Agent shall be obligated to make the Condemnation Proceeds available to Mortgagor the Borrower or the applicable Subsidiary Guarantor owning such Borrowing Base Property for the restoration of the Property, Real Estate Asset if Mortgagor the Borrower or such applicable Subsidiary Guarantor satisfies all of the conditions set forth in Section 5.5 8.15(a) above hereof for disbursement of insurance proceedsproceeds to the extent applicable, and the Borrowing Base Property shall be so restored or rebuilt by the Borrower or the applicable Subsidiary Guarantor Lien free and defect free and in an architecturally and economically viable manner in material compliance with all Applicable Laws and in substantially the same quality and character as such Borrowing Base Property was prior to such damage or destruction or to such other condition as the Administrative Agent shall reasonably approve in writing. In all other cases Mortgagee the Administrative Agent shall have the right, if so directed by the Required Requisite Lenders, to apply the Condemnation Proceeds to payment of the Secured Obligations, whether due or not, in accordance with Section 2.5(b)(ii). If the Condemnation Proceeds are required to be used as aforesaid to reimburse Mortgagor the Borrower or such applicable Subsidiary Guarantor for the cost of rebuilding or restoring buildings or improvements on the Propertysuch Borrowing Base Property in accordance with this Section, or if Mortgagee the Administrative Agent elects that the Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or restoredrestored in accordance with this Section, the Condemnation Proceeds shall be paid out in the same manner as is provided in Section 5.5 hereof 8.15(a) above for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements. , if applicable Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgageethe Administrative Agent, be applied on account of the indebtedness secured hereby or be paid to any other party entitled thereto. Notwithstanding the foregoing, in the event a Borrowing Base Property is released or ceases to be an Eligible Property and/or a Borrowing Base Property in accordance with Section 5.2, any Condemnation Proceeds held by Administrative Agent in respect of a partial or complete Condemnation of such Borrowing Base Property shall be (a) released to the Borrower (and Borrower shall be entitled to all additional Condemnation Proceeds), provided that the Borrower has satisfied the requirements set forth in Section 5.2(a)(i)-(iv) with respect to such released or disqualified Borrowing Base Property or (b) if Borrower fails to comply with subsection (a) of this sentence, as reasonably determined by Administrative Agent, applied by Administrative Agent in reduction of the Obligations in such order and amount as determined by Administrative Agent in its sole discretion.

Condemnation Proceeds. Mortgagor hereby assigns, transfers and sets over unto Mortgagee its entire interest in All condemnation proceeds received by the proceeds (Lessee referable to a taking of less than substantially all the “Condemnation Proceeds”) 2019A Project or less than substantially all of any award or any claim for damages for any facility constituting a part thereof shall be applied by the Lessee as follows: (a) If the Lessee, by resolution of its governing body, determines that the efficient utilization of the Property taken 2019A Project or damaged under the power of eminent domain or affected part thereof is not impaired by condemnation or any transaction in lieu of condemnation (“Condemnation”), unless, notwithstanding the foregoing, such taking, damage or the net condemnation does award shall be paid to the Sinking Fund. (b) If determination is not cause a material diminution in made by the value governing body of the Premises. So long as Lessee that the portion efficient utilization of the Premises taken in 2019A Project or the affected part thereof is not impaired by such Condemnation does not exceed fifteen percent (15%) taking, the Lessee shall proceed promptly to use the proceeds of the total square footage net condemnation award to repair, rebuild, and restore or to rearrange the 2019A Project, or the portions thereof affected by such taking, to a condition substantially comparable to that which existed prior to such taking insofar as may be possible, or the Lessee shall direct the Authority to use such proceeds, to the extent practicable, to acquire unencumbered title to other facilities suitable for the Lessee’s purposes, which facilities shall, upon such acquisition, become a part of the Premises 2019A Project and shall be available for use by the portion Lessee without the payment of any rent other than that herein provided, to the same extent as if such other facilities were specifically described herein and demised hereby, and any balance of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagee net condemnation award shall be obligated paid into the Sinking Fund or, if such repair, replacement or rearrangement is not possible so as to make the Condemnation Proceeds available to Mortgagor 2019A Project and all portions thereof suitable for the restoration use of the PropertyLessee, or if Mortgagor satisfies all the Lessee, by resolution of its governing body shall determine that such repair, rebuilding, replacement, or rearrangement would not be in the best interest of the conditions set forth in Section 5.5 hereof for disbursement Lessee, all the net condemnation award shall be deposited into the Sinking Fund, and the Lessee may apply such deposits to the payment of insurance proceedsBasic Rent. In all other cases Mortgagee shall have If such property is to be repaired, replaced, or rearranged, the right, if Lessee will apply so directed by much as may be necessary of such net proceeds of the Required Lenders, to apply the Condemnation Proceeds condemnation award to payment of the Secured Obligationscosts of such repair, whether due replacement, or rearrangement, either on completion thereof or, at the Lessee’s option, as the work progresses. In the event such net proceeds are not sufficient to pay in full the costs of such repair, replacement, or rearrangement, the Lessee will complete the work involved and will pay that portion of the costs thereof in excess of the amount of such net proceeds. The Lessee will not. , by reason of the payment of such excess costs, be entitled to any reimbursement or to any abatement or diminution of the Basic Rent payable hereunder. (c) If all Bonds payable from the Condemnation Proceeds are required to Sinking Fund and the interest thereon shall have been paid or if sufficient funds will be used as aforesaid to reimburse Mortgagor placed in the Sinking Fund for the cost payment and defeasance of rebuilding or restoring buildings or improvements on all Bonds payable from the PropertySinking Fund, or together with the reasonable charges and fees, if Mortgagee elects that any, to the Condemnation Proceeds be so usedBond Registrar and Paying Agent, and by the buildings and other improvements shall be rebuilt or restoredpayment therein of a portion of such condemnation proceeds, then the Condemnation Proceeds excess (if any) of such proceeds over the amount required for such payment shall be paid out in to the same manner as is provided in Section 5.5 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby or be paid to any other party entitled theretoLessee.

Condemnation Proceeds. Mortgagor hereby assignsAll condemnation proceeds received by the Lessee referable to a taking of less than substantially all the Project, transfers and sets over unto Mortgagee its entire interest in the proceeds (the “Condemnation Proceeds”) or less than substantially all of any award or any claim for damages for any facility constituting a part thereof, shall be applied by the Lessee as follows: (a) If the Lessee, by resolution of its governing body, determines that the efficient utilization of the Property taken Project or damaged under the power of eminent domain or affected part thereof is not impaired by condemnation or any transaction in lieu of condemnation (“Condemnation”), unless, notwithstanding the foregoing, such taking, damage or the net condemnation does award shall be paid to the Sinking Fund. (b) If determination is not cause a material diminution in made by the value governing body of the Premises. So long as Lessee that the portion efficient utilization of the Premises taken in Project or the affected part thereof is not impaired by such Condemnation does not exceed fifteen percent (15%) taking, the Lessee shall proceed promptly to use the proceeds of the total square footage net condemnation award to repair, rebuild and restore or to rearrange the Project, or the portions thereof affected by such taking, to a condition substantially comparable to that which existed prior to such taking insofar as may be possible, or the Lessee shall direct the Authority to use such proceeds, to the extent practicable, to acquire unencumbered title to other facilities suitable for the Lessee’s purposes, which facilities shall, upon such acquisition, become a part of the Premises Project and shall be available for use by the portion Lessee without the payment of any rent other than that herein provided, to the same extent as if such other facilities were specifically described herein and demised hereby, and any balance of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagee net condemnation award shall be obligated paid into the Sinking Fund or, if such repair, replacement or rearrangement is not possible so as to make the Condemnation Proceeds available to Mortgagor Project and all portions thereof suitable for the restoration use of the PropertyLessee, or if Mortgagor satisfies all the Lessee, by resolution of its governing body shall determine that such repair, rebuilding, replacement or rearrangement would not be in the best interest of the conditions set forth in Section 5.5 hereof for disbursement Lessee, all the net condemnation award shall be deposited into the Sinking Fund, and the Lessee may apply such deposits to the payment of insurance proceedsBasic Rent. In all other cases Mortgagee shall have If such property is to be repaired, replaced, or rearranged, the right, if Lessee will apply so directed by much as may be necessary of such net proceeds of the Required Lenders, to apply the Condemnation Proceeds condemnation award to payment of the Secured Obligationscosts of such repair, whether due replacement, or rearrangement, either on completion thereof or, at the Lessee’s option, as the work progresses. In the event such net proceeds are not sufficient to pay in full the costs of such repair, replacement or rearrangement, the Lessee will complete the work involved and will pay that portion of the costs thereof in excess of the amount of such net proceeds. The Lessee will not. , by reason of the payment of such excess costs, be entitled to any reimbursement or to any abatement or diminution of the Basic Rent payable hereunder. (c) If all Bonds payable from the Condemnation Proceeds are required to Sinking Fund and the interest thereon shall have been paid or if sufficient funds will be used as aforesaid to reimburse Mortgagor placed in the Sinking Fund for the cost payment and defeasance of rebuilding or restoring buildings or improvements on all Bonds payable from the PropertySinking Fund, or together with the reasonable charges and fees, if Mortgagee elects that any, to the Condemnation Proceeds be so usedBond Registrar and Paying Agent, and by the buildings and other improvements shall be rebuilt or restoredpayment therein of a portion of such condemnation proceeds, then the Condemnation Proceeds excess, if any, of such proceeds over the amount required for such payment shall be paid out in to the same manner as is provided in Section 5.5 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby or be paid to any other party entitled theretoLessee.

Condemnation Proceeds. Mortgagor hereby assigns, transfers and sets over unto Mortgagee its entire interest in the proceeds (the “"Condemnation Proceeds”") of any award or any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“"Condemnation”"), unless, notwithstanding the foregoingforgoing, such taking, damage or condemnation does not cause a material diminution in the value of the PremisesPremises in which case all Condemnation Proceeds for damages to the Property shall be payable to the Mortgagor. So long as the portion of the Premises taken in such Condemnation does not exceed fifteen percent (15%) of the total square footage of the Premises and the portion of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagee shall be obligated make available to make Mortgagor the Condemnation Proceeds available to Mortgagor for the restoration of the Property, Premises if Mortgagor satisfies all of the conditions set forth in this Section 5.5 5.6 hereof for disbursement of insurance proceeds. In all other cases Mortgagee shall have the right, if so directed by the Required Lendersat its option, to apply the Condemnation Proceeds to payment upon or in reduction of the Secured Obligationsindebtedness secured hereby, whether due or not. If Mortgagee is entitled to and does elect to apply Condemnation Proceeds upon or in reduction of the indebtedness secured hereby, then Mortgagee shall reduce the then outstanding balance of the Advances under the Term Loan Agreement by the amount of the Condemnation Proceeds received and so applied by Mortgagee. If the Condemnation Proceeds are required to be used as aforesaid to reimburse Mortgagor for the cost of rebuilding or restoring buildings or improvements on the Property, or if Mortgagee elects that the Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in this Section 5.5 5.6 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby or be paid to any other party entitled thereto.

Condemnation Proceeds. Mortgagor Landlord hereby assigns, transfers agrees that each and sets over unto Mortgagee its entire interest in the proceeds (the “Condemnation Proceeds”) of any award every right that Landlord now has or any claim for damages for any of the Property taken hereafter may have to condemnation awards or damaged under the power of eminent domain or by condemnation or any transaction payments in lieu of condemnation (“Condemnation”)related to the improvements and buildings now existing or later constructed on the Premises or related to the leasehold interest of Borrower, unlesswhether under the Lease or the laws of the Commonwealth of Virginia, notwithstanding or under any other applicable federal, state, municipal, or local law, ordinance or otherwise, shall be subject and subordinate in every respect to the foregoingLender’s security interest in the Premises. In case of any taking or condemnation, whether or not the term of this Lease shall cease and terminate, the condemnation awards or payments in lieu of condemnation applicable to the improvements and buildings now existing or later constructed on the Premises or applicable to the leasehold interest of Borrower, fixtures and equipment shall be the property of Borrower, and Borrower hereby assigns to Lender all its rights, title and interest in and to any such takingaward. The Lender shall be entitled to claim, damage prove and receive in the condemnation proceedings such awards as may be allowed for the improvements and buildings now existing or condemnation later constructed on the Premises or applicable to the leasehold interest of Borrower, fixtures and other equipment installed by the Borrower, or such part thereof so taken. For the avoidance of confusion, this provision does not cause a material diminution in transfer any right to receive payments for condemnation of the value fee simple ownership of the Premises. So long as ; that right remains with the portion of the Premises taken in such Condemnation does not exceed fifteen percent (15%) of the total square footage of the Premises and the portion of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagee shall be obligated to make the Condemnation Proceeds available to Mortgagor for the restoration of the Property, if Mortgagor satisfies all of the conditions set forth in Section 5.5 hereof for disbursement of insurance proceeds. In all other cases Mortgagee shall have the right, if so directed by the Required Lenders, to apply the Condemnation Proceeds to payment of the Secured Obligations, whether due or not. If the Condemnation Proceeds are required to be used as aforesaid to reimburse Mortgagor for the cost of rebuilding or restoring buildings or improvements on the Property, or if Mortgagee elects that the Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in Section 5.5 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby or be paid to any other party entitled theretoLandlord.

Condemnation Proceeds. Mortgagor Grantor hereby assigns, transfers and sets over unto Mortgagee Beneficiary its entire interest in the proceeds (the “"Condemnation Proceeds”") of any award or any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“"Condemnation”"), unless, notwithstanding the foregoingforgoing, (i) such taking, damage or condemnation does not cause a material diminution in the value of the Premises. So long as Premises or (ii) Grantor elects to release the portion Property in accordance with the terms of the Premises taken in such Condemnation does not exceed fifteen percent (15%Section 2.7(c) of the total square footage of Credit Agreement, in which case, upon such release, all Condemnation Proceeds for damages to the Premises and the portion of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagee Property shall be obligated payable to the Grantor. Beneficiary shall make available to Grantor the Condemnation Proceeds available to Mortgagor for the restoration of the Property, Premises if Mortgagor Grantor satisfies all of the conditions set forth in this Section 5.5 5.6 hereof for Twin County Mall, Galax, Virginia disbursement of insurance proceeds. In all other cases Mortgagee Beneficiary shall have the right, if so directed by the Required Lendersat its option, to apply the Condemnation Proceeds to payment upon or in reduction of the Secured Obligationsindebtedness secured hereby, whether due or not. If Beneficiary is entitled to and does elect to apply Condemnation Proceeds upon or in reduction of the indebtedness secured hereby, then Beneficiary shall reduce the then outstanding balance of the Advances under the Credit Agreement by the amount of the Condemnation Proceeds received and so applied by Beneficiary and the Borrowing Base reduced. If the Condemnation Proceeds are required to be used as aforesaid to reimburse Mortgagor Grantor for the cost of rebuilding or restoring buildings or improvements on the Property, or if Mortgagee Beneficiary elects that the Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in this Section 5.5 5.6 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of MortgageeBeneficiary, be applied on account of the indebtedness secured hereby or be paid to any other party entitled thereto.

Condemnation Proceeds. Mortgagor hereby assigns, transfers and sets over unto Mortgagee its entire interest in the proceeds (the “"Condemnation Proceeds”") of any award or any Portsmouth, Ohio claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“"Condemnation”"), unless, notwithstanding the foregoingforgoing, (i) such taking, damage or condemnation does not cause a material diminution in the value of the Premises. So long as Premises or (ii) Mortgagor elects to release the portion Property in accordance with the terms of the Premises taken in such Condemnation does not exceed fifteen percent (15%Section 2.7(c) of the total square footage of Credit Agreement, in which case, upon such release, all Condemnation Proceeds for damages to the Premises and Property shall be payable to the portion of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagor. Mortgagee shall be obligated make available to make Mortgagor the Condemnation Proceeds available to Mortgagor for the restoration of the Property, Premises if Mortgagor satisfies all of the conditions set forth in this Section 5.5 5.6 hereof for disbursement of insurance proceeds. In all other cases Mortgagee shall have the right, if so directed by the Required Lendersat its option, to apply the Condemnation Proceeds to payment upon or in reduction of the Secured Obligationsindebtedness secured hereby, whether due or not. If Mortgagee is entitled to and does elect to apply Condemnation Proceeds upon or in reduction of the indebtedness secured hereby, then Mortgagee shall reduce the then outstanding balance of the Advances under the Credit Agreement by the amount of the Condemnation Proceeds received and so applied by Mortgagee and the Borrowing Base reduced. If the Condemnation Proceeds are required to be used as aforesaid to reimburse Mortgagor for the cost of rebuilding or restoring buildings or improvements on the Property, or if Mortgagee elects that the Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in this Section 5.5 5.6 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby or be paid to any other party entitled thereto.

Condemnation Proceeds. Mortgagor hereby assignsAll condemnation proceeds received by the Lessee referable to a taking of less than substantially all the Projects, transfers and sets over unto Mortgagee its entire interest in the proceeds (the “Condemnation Proceeds”) or less than substantially all of any award or any claim for damages for any facility constituting a part thereof, shall be applied by the Lessee as follows: (a) If the Lessee, by resolution of its governing body, determines that the efficient utilization of the Property taken Projects or damaged under the power of eminent domain or affected part thereof is not impaired by condemnation or any transaction in lieu of condemnation (“Condemnation”), unless, notwithstanding the foregoing, such taking, damage or the net condemnation does award shall be paid to the Sinking Fund. (b) If determination is not cause a material diminution in made by the value governing body of the Premises. So long as Lessee that the portion efficient utilization of the Premises taken in Projects or the affected part thereof is not impaired by such Condemnation does not exceed fifteen percent (15%) taking, the Lessee shall proceed promptly to use the proceeds of the total square footage net condemnation award to repair, rebuild and restore or to rearrange the Projects, or the portions thereof affected by such taking, to a condition substantially comparable to that which existed prior to such taking insofar as may be possible, or the Lessee shall direct the Authority to use such proceeds, to the extent practicable, to acquire unencumbered title to other facilities suitable for the Lessee’s purposes, which facilities shall, upon such acquisition, become a part of the Premises Projects and shall be available for use by the portion Lessee without the payment of any rent other than that herein provided, to the same extent as if such other facilities were specifically described herein and demised hereby, and any balance of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagee net condemnation award shall be obligated paid into the Sinking Fund or, if such repair, replacement or rearrangement is not possible so as to make the Condemnation Proceeds available to Mortgagor Projects and all portions thereof suitable for the restoration use of the PropertyLessee, or if Mortgagor satisfies all the Lessee, by resolution of its governing body shall determine that such repair, rebuilding, replacement or rearrangement would not be in the best interest of the conditions set forth in Section 5.5 hereof for disbursement Lessee, all the net condemnation award shall be deposited into the Sinking Fund, and the Lessee may apply such deposits to the payment of insurance proceedsBasic Rent. In all other cases Mortgagee shall have If such property is to be repaired, replaced, or rearranged, the right, if Lessee will apply so directed by much as may be necessary of such net proceeds of the Required Lenders, to apply the Condemnation Proceeds condemnation award to payment of the Secured Obligationscosts of such repair, whether due replacement, or rearrangement, either on completion thereof or, at the Lessee’s option, as the work progresses. In the event such net proceeds are not sufficient to pay in full the costs of such repair, replacement or rearrangement, the Lessee will complete the work involved and will pay that portion of the costs thereof in excess of the amount of such net proceeds. The Lessee will not. , by reason of the payment of such excess costs, be entitled to any reimbursement or to any abatement or diminution of the Basic Rent payable hereunder. (c) If all Bonds payable from the Condemnation Proceeds are required to Sinking Fund and the interest thereon shall have been paid or if sufficient funds will be used as aforesaid to reimburse Mortgagor placed in the Sinking Fund for the cost payment and defeasance of rebuilding or restoring buildings or improvements on all Bonds payable from the PropertySinking Fund, or together with the reasonable charges and fees, if Mortgagee elects that any, to the Condemnation Proceeds be so usedBond Registrar and Paying Agent, and by the buildings and other improvements shall be rebuilt or restoredpayment therein of a portion of such condemnation proceeds, then the Condemnation Proceeds excess, if any, of such proceeds over the amount required for such payment shall be paid out in to the same manner as is provided in Section 5.5 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby or be paid to any other party entitled theretoLessee.