Common use of Condemnation Clause in Contracts

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of all or any part of the Property and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower shall promptly give Lender prompt notice of any the actual or threatened Condemnation by commencement of any Governmental Authority of all or any part proceeding for the condemnation of the Property of which Borrower has knowledge and shall cause Mortgage Borrower to deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation condemnation where the amount of the taking does not exceed the Restoration Insurance Threshold, Borrower may (or may cause Mortgage Borrower to) settle and compromise such Condemnation; provided that the same is effected condemnation. Any such settlement and compromise must be carried out in a commercially reasonable and timely manner. In the event of a Condemnation condemnation where the amount of the taking exceeds the Restoration Insurance Threshold or if an Event of Default then exists, Borrower may (and may cause or permit Mortgage Borrower to) settle and compromise the Condemnation condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof thereof, and Borrower shall from time to time deliver to Lender all instruments requested by Lender it to permit such participation. Borrower shall, at its expense, cause Mortgage Borrower to diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through condemnation or otherwise (including but not limited to any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt Indebtedness at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Indebtedness shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Indebtedness. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, Property and otherwise comply with the applicable provisions of Section 5.3the Mortgage Loan Agreement. If the Property is sold, through foreclosure or otherwise, prior Borrower shall cause Mortgage Borrower to the receipt by Lender pay all costs of the Award, Lender shall have the right, Restoration whether or not a deficiency judgment on such costs are covered by the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the DebtNet Insurance Proceeds.

Condemnation. In the event that all or any portion of the Mortgaged Property shall be damaged or taken through condemnation (which term shall include any damage or taking by any governmental authority, quasi-governmental authority, any party having the power of condemnation, or any transfer by private sale in lieu thereof), or any such condemnation shall be threatened, Borrower shall give prompt written notice to the Lender. The Lender prompt notice of acknowledges that First Mortgage Borrower’s rights to any actual or threatened Condemnation by any Governmental Authority of all or any part condemnation award is subject to the terms of the Property and shall deliver First Mortgage Loan Documents. Subject to the rights of the First Mortgage Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, contained in the event of a Condemnation where the amount of the taking does not exceed the Restoration ThresholdFirst Mortgage Loan Documents, Borrower may not and shall not permit First Mortgage Borrower to settle and or compromise any claim, action or proceeding relating to such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold damage or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with condemnation without the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) the Lender; provided, further, that Borrower may permit First Mortgage Borrower to settle, adjust and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute compromise any such proceedingsclaim, action or proceeding which is of an amount less than $1,000,000 so long as no Default or Event of Default has occurred. Any proceeds, award or damages from such damage or condemnation which are not used to reconstruct or repair the Mortgaged Property, or applied to the balance of the loan evidenced by the First Mortgage Loan Documents, shall be paid to the Lender and shall consult with Lenderapplied to the payment of the Indebtedness. In the event that First Mortgage Borrower is permitted pursuant to the terms of the First Mortgage Loan Documents to reconstruct, its attorneys and experts, and cooperate with them in restore or repair the carrying on or defense Mortgaged Property following a condemnation of any such proceedings. Notwithstanding any Condemnationportion of the Mortgaged Property, Borrower shall continue cause First Mortgage Borrower to pay promptly and diligently repair and restore the Debt at the time and Mortgaged Property in the manner provided for its payment in and within the Note time periods required by the First Mortgage Loan Documents, the Leases and in this Agreementany other agreements affecting the Mortgaged Property. Lender shall not be limited In the event that First Mortgage Borrower is permitted pursuant to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out terms of the Award interest at Mortgage to elect not to reconstruct, restore or repair the rate or rates provided herein or in the Note. If the Mortgaged Property or following a condemnation of any portion thereof is taken by any Governmental Authorityof the Mortgaged Property, Borrower shall promptly commence and diligently prosecute not permit First Mortgage Borrower to elect not to reconstruct, restore or repair the Restoration Mortgaged Property without the prior written consent of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the DebtLender.

Condemnation. Borrower shall give Lender prompt notice As of the date of this Agreement, there is no pending or, to the knowledge of Seller, threatened condemnation or similar proceeding or special assessment (inclusive of assessments for street widening, repair, or improvement), or change in zoning affecting the Property. Notwithstanding and without limiting the foregoing, (i) if any of the representations or warranties of Seller that survive Closing contained in this Agreement or in any document or instrument delivered in connection herewith are materially false or inaccurate, or Seller is in material breach or default of any actual of its obligations under this Agreement that survive Closing, and Purchaser nonetheless closes the transactions hereunder and purchases the Property, then Seller shall have no liability or threatened Condemnation by obligation respecting such false or inaccurate representations or warranties or other breach or default (and any Governmental Authority cause of all or any part of action resulting therefrom shall terminate upon the Property and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, Closing) in the event of a Condemnation where the amount that either (x) on or prior to Closing, Purchaser shall have had actual knowledge of the taking does not exceed false or inaccurate representations or warranties or other breach or default, or (y) the Restoration Threshold, Borrower may settle and compromise accurate state of facts pertinent to such Condemnation; provided that the same is effected false or inaccurate representations or warranties or other breach or default was contained in a commercially reasonable and timely manner. In the event a Condemnation where the amount any of the taking exceeds Information furnished or made available to or otherwise obtained by Purchaser, and (ii) to the Restoration Threshold extent the copies of the Leases, the Contracts or if an Event of Default then exists, Borrower may settle and compromise any other Information furnished or made available to or otherwise obtained by Purchaser prior to the Condemnation only date hereof contain provisions or information that are inconsistent with the prior written consent foregoing representations and warranties, Seller shall have no liability or obligation respecting such inconsistent representations or warranties (and Purchaser shall have no cause of Lender action or right to terminate this Agreement with respect thereto), and such representations and warranties shall be deemed modified to the extent necessary to eliminate such inconsistency and to conform such representations and warranties to such Leases, Contracts and other Information. References to the “knowledge”, “best knowledge” and/or “actual knowledge” of Seller or words of similar import shall refer only to the current actual (which consent as opposed to implied or constructive) knowledge of Cavarly X. Xxxxxxx and shall not be unreasonably withheld construed, by imputation or delayed) and Lender shall have otherwise, to refer to the opportunity knowledge of Seller or any parent, subsidiary or affiliate of Seller or to participateany other officer, at Borrower’s costagent, in manager, representative or employee of Seller or to impose upon Cavarly X. Xxxxxxx any litigation and settlement discussions in respect thereof and Borrower shall from time duty to time deliver investigate the matter to Lender all instruments requested by Lender to permit which such participation. Borrower shallactual knowledge, at its expenseor the absence thereof, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedingspertains. Notwithstanding any Condemnation, Borrower shall continue anything to pay the Debt at the time and in the manner provided for its payment in the Note and contrary contained in this Agreement, Cavarly X. Xxxxxxx shall have no personal liability hereunder. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the The provisions of this Section 5.3. If 7.1.1 shall survive the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender Closing for a period of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debtnine (9) months.

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of If all or any part of the Property shall be damaged or taken through condemnation (which term when used in this Deed to Secure Debt shall include any damage or taking by any governmental or private authority, and any transfer by private sale in lieu thereof), either temporarily or permanently, the entire indebtedness secured hereby shall deliver at the option of the Grantee become immediately due and payable. The Grantee shall be entitled to Lender a copy all compensation, awards, and other payments or relief for any condemnation and hereby is authorized, at its option, to commence, appear in and prosecute, in its own or the Grantor's name, any action or proceeding relating to any condemnation, and to settle or compromise any claim in connection therewith. All such compensation, awards, damages, claims, rights of action and proceeds and the right thereto are hereby assigned by the Grantor to the Grantee, which, after deducting therefrom all its expenses, including attorneys' fees, may release any moneys so received by it without affecting the lien of this Deed to Secure Debt or may apply the same in such manner as the Grantee shall determine to the reduction of the indebtedness secured hereby, and any balance of such moneys then remaining shall be paid to the Grantor. The Grantor agrees to execute such further assignments of any compensations, awards, damages, claims, rights of action and all papers served in connection with such proceedingsproceeds as the Grantee may require. Provided no Event of Default has occurred and is continuing, The Grantor promptly shall notify the Grantee in the event of a Condemnation where the amount institution of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected any condemnation or eminent domain proceeding or in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedingsthreat thereof. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but The Grantee shall be entitled to receive out retain, at the expense of the Award interest at the rate Grantor, its own legal counsel in connection with any such proceedings or rates provided herein or in the Notethreatened proceedings. If the Property or any portion thereof is taken by any Governmental Authority, Borrower Grantee shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior be under no obligation to the receipt by Lender Grantor or to any other person to determine the sufficiency or legality of the Award, Lender shall have the right, whether any condemnation award and may accept any such award without question or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debtfurther inquiry.

Condemnation. Borrower shall promptly give Lender prompt notice of any the actual or threatened commencement of any proceeding for the Condemnation by any Governmental Authority of all or any part of the any Individual Property and shall deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event Subject to the rights of Default has occurred and is continuingMortgage Lender under the Mortgage Loan Documents, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower Lender may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, participate in any litigation and settlement discussions in respect thereof such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by Lender it to permit such participation. Borrower shallshall cause Mortgage Borrower and Baltimore Owner to, at its their expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Debt shall not be reduced until Net Liquidation Proceeds After Debt Service shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award interest Net Liquidation Proceeds After Debt Service at the rate or rates provided herein or in the Note. If the any Individual Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower shall promptly cause Mortgage Borrower or Baltimore Owner with reasonable diligence to commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available applicable Individual Property or made available, any portion thereof and otherwise comply with the provisions of Section 5.36.4. If the any Individual Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Awardany Net Liquidation Proceeds After Debt Service, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Awardany Net Liquidation Proceeds After Debt Service, or a portion thereof sufficient to pay the Debt. Notwithstanding the foregoing, or any other provision herein to the contrary, Borrower’s obligation to commence and pursue Restoration of an Individual Property shall not be deemed to obligate Borrower to acquire any additional land to substitute for any portion of any Individual Property which may be taken by Condemnation.

Condemnation. In the event that all or any portion of the Collateral Property shall be damaged or taken through condemnation (which term shall include any damage or taking by any governmental authority, quasi-governmental authority, any party having the power of condemnation, or any transfer by private sale in lieu thereof), or any such condemnation shall be threatened, solely to the extent permitted under the Mortgage Loan Documents, Borrower shall give Lender prompt written notice of any actual or threatened Condemnation by any Governmental Authority of all or any part of the Property to Lender. Borrower shall not, and shall deliver not permit Owner to, settle or compromise any claim, action or proceeding relating to Lender a copy such damage or condemnation without the prior written consent of Lender; provided that Borrower or Owner may make proof of loss and settle or compromise any and all papers served in connection with such proceedings. Provided claim, action or proceeding solely to the extent permitted under the Mortgage Loan Documents so long as no Default or Event of Default has occurred and is continuing. Any proceeds, in award or damages from such damage or condemnation which are not (a) applied to the event of a Condemnation where the amount balance of the taking does not exceed loan evidenced by the Restoration Thresholdapplicable Mortgage Loan Documents, Borrower may settle or (b) used for the restoration and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount repair of the taking exceeds Collateral Property pursuant to the Restoration Threshold or if an Event terms of Default then existsthe Mortgage Loan Documents, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent such shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver paid to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited applied to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out payment of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, Obligations whether or not a deficiency judgment on then due less reasonable out-of-pocket expenses incurred in connection with the Note shall have been soughtsettlement or compromise of such claim, recovered action or deniedproceeding. Notwithstanding anything contained in the Loan Documents to the contrary, Lender hereby agrees that Borrower and Owner may use all condemnation proceeds, awards and damages to restore and repair the Collateral Property, provided that such use is permitted under the terms of the Mortgage Loan Documents subject, however, to receive disbursement, oversight, inspection and monitoring requirements and controls required by the AwardMortgage Lender so long as the Mortgage Loan is outstanding and, or a portion thereof sufficient thereafter, subject to pay the Debtdisbursement, oversight, inspection and monitoring requirements and controls customary for construction loans for similar type properties in similar geographic areas.

Condemnation. Borrower shall promptly give Lender prompt notice of any the actual or threatened (in writing) commencement of any proceeding for the Condemnation by any Governmental Authority of all or any part portion of the any Individual Property and shall deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event Subject to the rights of Default has occurred and is continuingMortgage Lender under the Mortgage Loan Documents, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower Lender may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, participate in any litigation and settlement discussions in respect thereof such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by Lender it to permit such participation. Borrower shall, at its expense, diligently prosecute (or cause Owner to diligently prosecute) any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the any Individual Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower or Leasehold Pledgor shall promptly commence and diligently prosecute the Restoration of such Individual Property (or cause Owner or Operating Lessee to promptly commence and diligently prosecute the Restoration of such Individual Property, regardless of whether an Award is available or made available, ) and otherwise comply with the provisions of Section 5.35.4, whether or not an Award is available to pay the costs of such Restoration. If the such Individual Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, subject to the rights of Mortgage Lender and whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower Borrowers shall promptly give Lender prompt notice of any the actual or threatened commencement of any proceeding for the Condemnation by of any Governmental Authority of all Property or any part of the Property thereof and shall cause Mortgage Borrowers to deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event Lender may participate in any such proceedings with respect to any Condemnation in which Borrowers’ reasonable estimate (based on any statement of Default has occurred and is continuing, value submitted to the condemning authority or any other reasonable evidence in the event of a Condemnation where the amount Lender’s reasonable judgment) of the taking does not exceed Net Proceeds or the costs of completing the Restoration are equal to or greater than the Restoration Threshold, and the applicable Borrower may settle and compromise such Condemnation; provided that shall, or shall cause the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then existsapplicable Mortgage Borrower to, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments reasonably requested by Lender it to permit such participation. Borrower Borrowers shall, or shall cause Mortgage Borrowers to, at its their expense, diligently prosecute any such proceedings, and shall shall, to the extent required hereunder, consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including, Borrower but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrowers shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt in accordance with the provisions of Section 2.4.3(c) hereof and, with respect to the determination of the Exit Fee payable in connection therewith, Section 2.8 hereof. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the any Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower Borrowers shall, or shall cause Mortgage Borrowers to, promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, applicable Property and otherwise comply with the provisions of Section 5.36.4 of the Mortgage Loan Agreement, provided, that if (A) Mortgage Lender is obligated to make Net Proceeds available to Mortgage Borrowers for purposes of Restoration in accordance with Section 6.4 of the Mortgage Loan Agreement, (B) Mortgage Lender has received such Net Proceeds, and (C) Mortgage Lender has not made such Net Proceeds available to Mortgage Borrowers, then Mortgage Borrowers shall not be obligated to repair and restore such Property unless and until such Net Proceeds are made available to Mortgage Borrowers. If the such Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the DebtDebt (and all components thereof, including, without limitation, the Exit Fee).

Condemnation. Borrower shall give Lender prompt notice of any the actual or threatened commencement of any proceeding for the Condemnation by any Governmental Authority of all or any part of the Property promptly after becoming aware thereof, and shall deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, Lender may participate in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise any such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or proceedings if an Event of Default then existsexists or if the amount of the Award exceeds the Threshold Amount, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver (or cause to be delivered) to Lender all instruments requested by Lender it to permit such participation. Borrower shall, at its expense, diligently prosecute (or cause the diligent prosecution of) any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt (provided that Awards in respect of any temporary taking of the Property, unless an Event of Default shall have occurred and be continuing, shall be applied as if they constituted Rent). Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If any portion of the Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower shall promptly commence and diligently prosecute (or shall cause the prompt commencement and diligent prosecution of) the Restoration of the Property, regardless of whether an Award is available or made available, Property pursuant to Section 6.4 hereof and otherwise comply with the provisions of Section 5.36.4 hereof. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt. Notwithstanding the foregoing provisions of this Section 6.3, and Section 6.4 hereof, if the Loan or any portion thereof is included in a REMIC Trust and, immediately following a release of any portion of the Lien of the Security Instrument in connection with a Condemnation (but taking into account any proposed Restoration on the remaining portion of the Property), the Loan to Value Ratio is greater than 125% (such value to be determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust), the principal balance of the Loan must be paid down in an amount sufficient to satisfy the REMIC Requirements, unless the Lender receives an opinion of counsel that if such amount is not paid, the Securitization will not fail to maintain its status as a REMIC Trust as a result of the related release of such portion of the Lien of the Security Instrument. In connection with the foregoing, the Net Proceeds shall not be available for Restoration and shall be used to pay down the principal balance of the Loan, without Yield Maintenance Premium or other penalty or perjury, to the extent set forth above.

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of If, prior to the Closing Date, eminent domain proceedings are commenced against all or any substantial part of the Property and Subject Property, Seller shall deliver immediately give notice to Lender a copy Purchaser of any and all papers served in connection such fact and, at Purchaser’s option (to be exercised within fifteen (15) days after Seller’s notice), this Agreement shall terminate with such proceedings. Provided no Event of Default has occurred and is continuing, in respect to the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely mannerSubject Property. In the event of any such termination, the Exxxxxx Money shall be returned to Purchaser and thereafter neither party will have further obligations under this Agreement (other than the Surviving Indemnity Obligations, which obligations shall survive any such termination), except that Purchaser shall, at the request of Seller, execute any document reasonably requested by Seller to evidence such termination including, without limitation, a Condemnation where quit claim deed. If Purchaser fails to elect to terminate this Agreement in the amount manner provided in this Section 12, then there shall be no reduction in the Purchase Price, and Seller shall assign to Purchaser at the Closing Date all of Seller’s right, title and interest in and to any award made or to be made in the taking exceeds condemnation proceedings. Prior to the Restoration Threshold Closing Date, Seller shall not designate counsel, appear in, or if an Event of Default then exists, Borrower may settle and compromise otherwise act with respect to the Condemnation only with the condemnation proceedings without Purchaser’s prior written consent of Lender (consent, which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity ; provided, however, that if any action is necessary with respect to participatesuch proceeding to avoid any forfeiture or material prejudice, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but Seller shall be entitled to receive out take such action as and to the extent necessary without obtaining Purchaser’s prior written consent. For purposes of this Section, the words “substantial part” means that the portion of the Award interest Subject Property to be so taken gives rise to the ability of the Tenant(s) leasing at least fifty percent (50%) of the rate or rates provided herein or rentable square feet in the Note. If Subject Property (in the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior aggregate) to terminate such Tenants’ Lease(s) pursuant to the receipt by Lender terms and conditions of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debtsuch Lease(s) and such Tenant(s) actually terminate such Lease(s).

Condemnation. Borrower shall promptly give Lender prompt notice of any the actual or threatened Condemnation by commencement of any Governmental Authority proceeding in respect of all or any part of the Property Condemnation, and shall cause the applicable Mortgage Borrower to deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower Lender may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, participate in any litigation and settlement discussions in respect thereof such proceedings, and Borrower shall (or shall cause Mortgage Borrowers to) from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shallshall (or shall cause Mortgage Borrowers to), at its their expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay perform the Debt Obligations at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the other Loan Documents and the Outstanding Principal Balance shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Obligations. Lender shall not be limited to the interest paid on the Award by any the applicable Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the any Property or any portion thereof is taken by any a Governmental Authority, Borrower shall cause the Mortgage Borrower that owns such Property promptly to commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.36.4 of the Mortgage Loan Agreement. If the any Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the AwardAward applicable to such Property, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower shall promptly give Lender prompt notice of any the actual or threatened commencement of any proceeding for the Condemnation by of any Governmental Authority of all Individual Property (or any part portion thereof) of the Property which Borrower has knowledge and shall deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower Lender may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, participate in any litigation such proceedings, and settlement discussions in respect thereof and Borrower Bxxxxxxx shall from time to time deliver to Lender all instruments requested by Lender it to permit such participation. Borrower shallshall (or shall cause a Tenant to, as applicable), at its expenseexpense or the expense of the Tenant, as applicable, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including but not limited to any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the any Individual Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, Property subject to and otherwise comply in accordance with the provisions of Section 5.37.4. Borrower shall pay all costs of Restoration whether or not such costs are covered by the Net Proceeds. If the any Individual Property (or portion thereof) is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt. Notwithstanding the foregoing or anything to the contrary contained herein, if, in connection with any Casualty or Condemnation, a prepayment of the Debt (in whole or in part) is required under REMIC Requirements, (a) the applicable Net Proceeds shall be applied to the Debt in accordance with Section 7.4(c) hereof and (b) to the extent that the amount of the applicable Net Proceeds actually applied to the Debt in connection therewith is insufficient under REMIC Requirements, Borrower shall, within five (5) days of demand by Lender, prepay the principal amount of the Debt in accordance with the applicable terms and conditions hereof in an amount equal to such insufficiency plus the amount of any then applicable Interest Shortfall (such prepayment, together with any related Interest Shortfall payment, collectively, the “REMIC Payment”). Lender may require Borrower to deliver a REMIC Opinion in connection with each of the foregoing.

Condemnation. In the event that all or any portion of the Property shall be damaged or taken through condemnation (which term shall include any damage or taking by any governmental authority, quasi-governmental authority, any party having the power of condemnation, or any transfer by private sale in lieu thereof), or any such condemnation shall be threatened, Mezzanine Borrower shall give prompt written notice to Mezzanine Lender. Mezzanine Lender prompt notice of acknowledges that Mortgage Borrower’s rights to any actual or threatened Condemnation by any Governmental Authority of all or any part condemnation award is subject to the terms of the Property Loan Agreement (Mortgage). Notwithstanding the foregoing, Mezzanine Borrower may not and shall deliver not permit Mortgage Borrower to Lender a copy settle or compromise any claim, action or proceeding relating to such damage or condemnation without the prior written consent of Mezzanine Lender, which shall not be unreasonably withheld, delayed or denied; provided, further, that Mortgage Borrower may settle, adjust and compromise any and all papers served in connection with such proceedings. Provided claim, action or proceeding which does not exceed forty percent (40%) of the Allocated Loan Amount of the affected Individual Property so long as no Monetary Default or Event of Default has occurred and is continuing, in . Any Excess Proceeds shall be paid to Mezzanine Lender and applied to the event of a Condemnation where the amount payment of the taking does Obligations (Second Mezzanine) whether or not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely mannerthen due pursuant to Section 2.3.1(b). In the event a Condemnation where that Mortgage Borrower is permitted pursuant to the amount terms of the taking exceeds Loan Agreement (Mortgage) to reconstruct, restore or repair the Restoration Threshold Property following a condemnation of any portion of the Property, Mezzanine Borrower shall cause Mortgage Borrower to promptly and diligently repair and restore the Property in the manner and within the time periods required by the Loan Agreement (Mortgage), the Leases and any other agreements affecting the Property. In the event that Mortgage Borrower is permitted pursuant to the terms of the Loan Agreement (Mortgage) to elect not to reconstruct, restore or if an Event repair the Property following a condemnation of Default then existsany portion of the Property, Mezzanine Borrower may settle and compromise shall not permit Mortgage Borrower to elect not to reconstruct, restore or repair the Condemnation only with Property without the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Mezzanine Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower shall give Lender prompt notice In the event of any actual a condemnation or threatened Condemnation by any Governmental Authority eminent domain taking of all or any part of the Property site upon which the Plant is to be located (a "Taking"), Northwind shall, as soon as practicable, determine whether it is commercially reasonable and technically feasible in the circumstances for Northwind to proceed with construction of the Plant hereunder. In the event that Northwind determines that it is commercially reasonable and technically feasible, Northwind will so inform Aladdin and promptly will recommence the activities on its part contemplated hereby and this Agreement shall deliver remain in force and, to Lender a copy the extent set forth in Section 8.2 of any the Northwind Lease, Northwind shall be entitled to the award or awards from such Taking and the Contract Capacity Charges payable under the Energy Service Agreement thereafter may be adjusted. In such event, if necessary, equitable adjustments in the Substantial Completion Deadline, the Final Completion Deadline, the times for achievement of Critical Path Activities and all papers served other time frames applicable to the obligations of the Parties hereunder shall be made. In the event that Northwind determines that it is not commercially reasonable or technically feasible in connection the circumstances to proceed with construction of the Plant hereunder, then Northwind shall so notify Aladdin and such proceedingsnotice shall also constitute termination of this Agreement, effective upon the date when such Taking becomes effective, and, to the extent set forth in Section 8.1 of the Northwind Lease, Northwind shall be entitled to the award or awards from such Taking. Provided no Event of Default has occurred and is continuingNotwithstanding the foregoing, in the event of a Condemnation where Northwind and Aladdin disagree as to whether it is commercially reasonably and technically feasible in the amount circumstances for Northwind to proceed with construction of the taking does not exceed Plant hereunder, then Northwind and Aladdin shall promptly meet and use their best efforts to resolve such dispute. If the Restoration ThresholdParties are unable to resolve such dispute within ten (10) days, Borrower may settle and compromise then the Parties shall refer such Condemnation; provided that dispute to the same Independent Engineer. The Independent Engineer's conclusion as to whether it is effected in a commercially reasonable and timely manner. In technically feasible in the event a Condemnation where the amount circumstances for Northwind to proceed with construction of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but Plant hereunder shall be entitled to receive out of accepted by and binding upon the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the DebtParties.

Condemnation. Borrower shall promptly give Lender prompt notice of any the actual or threatened commencement of any proceeding for the Condemnation by any Governmental Authority of all or any part of the Property and shall deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower Lender may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, participate in any litigation and settlement discussions in respect thereof such proceedings, and Borrower shall from time to time deliver to Lender all instruments reasonably requested by Lender it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, Property and otherwise comply with the provisions of Section 5.36.4, provided, that if (A) Lender is obligated to make Net Proceeds available to Borrower for purposes of restoration in accordance with Section 6.4, (B) Lender has received such Net Proceeds and (C) Lender has not made such Net Proceeds available to Borrower, then Borrower shall not be obligated to repair and restore the Property. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower shall (or shall cause Mortgage Borrower to) promptly give Lender prompt notice of any the actual or threatened commencement of any proceeding for the Condemnation by of any Governmental Authority Individual Property (or portion thereof) of all or any part of the Property which Borrower has knowledge and shall (or shall cause Mortgage Borrower to) deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower Lender may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, participate in any litigation and settlement discussions in respect thereof such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by Lender it to permit such participation. Borrower shallshall cause Mortgage Borrower to, at its Borrower’s or Mortgage Borrower’s expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including but not limited to any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Debt shall not be reduced until any Net Liquidation Proceeds After Debt Service shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award Net Liquidation Proceeds After Debt Service interest at the rate or rates provided herein or in the Note. If the any Individual Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, Property and otherwise comply with the provisions of Section 5.37.4 of the Mortgage Loan Agreement. If Borrower shall (or shall cause Mortgage Borrower to) pay all costs of Restoration whether or not such costs are covered by the Net Proceeds. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents and Mezzanine A Lender under the Mezzanine A Loan Documents, if any Individual Property (or any portion thereof) is sold, through foreclosure or otherwise, prior to the receipt by Lender of the AwardNet Liquidation Proceeds After Debt Service, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt. The provisions of this Section 7.3 are subject to Section 7.4(d) of the Mortgage Loan Agreement.

Condemnation. Borrower Grantor shall give Lender prompt notice notify Holder immediately of any actual threatened or threatened Condemnation by any Governmental Authority of all or any part of pending proceeding for condemnation affecting the Property or arising out of damage to the Property, and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower Grantor shall, at its Grantor’s expense, diligently prosecute any such proceedings, and . Holder shall consult with Lender, its attorneys and experts, and cooperate with them have the right (but not the obligation) to participate in the carrying on or defense of any such proceedingsproceeding and to be represented by counsel of its own choice. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but Holder shall be entitled to receive out of all sums which may be awarded or become payable to Grantor for the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration condemnation of the Property, regardless or any part thereof, for public or quasi-public use, or by virtue of whether an Award is available or made availableprivate sale in lieu thereof, and otherwise comply any sums which may be awarded or become payable to Grantor for injury or damage to the Property. Grantor shall, promptly upon request of Holder, execute such additional assignments and other documents as may be necessary from time to time to permit such participation and to enable Holder to collect and receipt for any such sums. All such sums are hereby assigned to Holder, and shall, after deduction therefrom of all reasonable expenses actually incurred by Holder, including attorneys’ fees, at Holder’s option be (1) released to Grantor, or (2) applied (upon compliance with the provisions such terms and conditions as may be required by Holder) to repair or restoration of Section 5.3. If the Property is soldso affected, through foreclosure or otherwise, prior (3) applied to the receipt by Lender payment of the AwardSecured Indebtedness in such order and manner as Holder, Lender shall have the rightin its sole discretion, may elect, whether or not a deficiency judgment on due. In any event the Note unpaid portion of the Secured Indebtedness shall have been soughtremain in full force and effect and the payment thereof shall not be excused. Holder shall not be, recovered under any circumstances, liable or deniedresponsible for failure to collect or to exercise diligence in the collection of any such sum or for failure to see to the proper application of any amount paid over to Grantor. Holder is hereby authorized, in the name of Grantor, to receive the Awardexecute and deliver valid acquittances for, and to appeal from, any such award, judgment or decree. All costs and expenses (including but not limited to attorneys’ fees) incurred by Holder in connection with any condemnation shall be a portion thereof sufficient demand obligation owing by Grantor (which Grantor hereby promises to pay the Debtpay) to Holder pursuant to this Deed of Trust.

Condemnation. Borrower If all or part of the Collateral shall give be damaged or taken through condemnation (which term when used in this Mortgage shall include any damage or taking by any governmental authority, and any transfer by private sale in lieu thereof), either temporarily or permanently, other than a taking of a part of the Collateral which does not in Lender's opinion materially adversely affect access to or use of the Collateral, the value of the Collateral or the operation of either Facility, the entire Loan Obligations secured hereby shall at the option of the Lender prompt notice become immediately due and payable (without any prepayment penalty). Borrower, immediately upon obtaining knowledge of any actual institution, or any proposed, contemplated or threatened Condemnation by institution of any Governmental Authority action or proceedings for the taking through condemnation of all the Collateral or any part of the Property thereof, will notify Lender, and shall deliver Lender is hereby authorized, at its option, to Lender a copy of commence, appear in and prosecute, through counsel selected by Lender, in its own or in Borrower's name, any and all papers served in connection with such proceedings. Provided action or proceeding relating to any condemnation Borrower may compromise or settle any claim for compensation so long as no Event of Default has occurred exists and any compromise or settlement results in a payment to Lender not less than the entire Loan Obligations. All such compensations, awards, damages, claims, rights of action and proceeds and the right thereto are hereby assigned by Borrower to Lender, and Lender is continuingauthorized, in the event of a Condemnation where at its option, to collect and receive all such compensation, awards or damages and to give proper receipts and acquittance therefor without any obligation to question the amount of any such compensation, awards or damages. After deducting from said condemnation proceeds all of its reasonable expenses incurred in the taking does not exceed collection and administration of such sums, including reasonable attorney's fees, Lender may release any moneys so received by it for the Restoration Thresholdrepair or restoration of the Collateral taken, Borrower or may settle and compromise such Condemnation; provided that apply the same is effected in a commercially reasonable and timely manner. In such manner as the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have determine to reduce the opportunity to participate, at Borrower’s cost, Loan Obligations in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to such order as Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the rightmay elect, whether or not a deficiency judgment on then due, and without affecting this Mortgage as security for any remaining Loan Obligations, and any balance of such moneys shall be paid to the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the DebtBorrower.

Condemnation. (a) Borrower shall give notify Lender prompt notice promptly of the commencement or threat of any actual or threatened Condemnation by any Governmental Authority Taking of all or any part portion of a Project. Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain the Property and shall deliver to Lender a copy proceeds of any and all papers served such Taking in accordance with the terms of this Agreement, Borrower shall not make any compromise or settlement in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with proceedings without the prior written consent of Lender (Lender, which consent shall not be unreasonably withheld or delayeddelayed (except during the existence of an Event of Default, in which event Borrower’s approval shall not be required), provided, however, that Borrower may, without Lender’s consent, compromise or settle any such proceeding with respect to Condemnation Proceeds in an amount less than five percent (5%) of the Allocated Loan Amount of the affected Project. Borrower shall execute and deliver to Lender any and all instruments reasonably required in connection with any such proceeding promptly after request therefor by Lender. All Condemnation Proceeds are hereby assigned to and shall be paid to Lender. If any Condemnation shall result in the actual constructive loss of fifteen percent (15%) or more of the fair market value of any Project, Lender shall have the opportunity to participate, at Borrower’s costoption, in Lender’s sole discretion, to apply such Condemnation Proceeds (less any litigation cost to Lender of recovering and settlement discussions paying out such proceeds, including, without limitation, reasonable attorneys’ fees and disbursements and costs allocable to inspecting any repair, restoration or rebuilding work and the plans and specifications therefor), toward the payment of the Debt or to allow such proceeds to be used for the Work; provided, however, with respect to any other Condemnation, Lender shall make such proceeds available to Borrower for restoration in respect thereof accordance with Section 3.04(b). In the event Lender elects or is required to make Condemnation Proceeds available to be used toward the restoration or rebuilding of the affected Project to a usable whole, such Condemnation Proceeds shall be disbursed in the manner and subject to the conditions set forth in Section 3.04(b) hereof. Any excess proceeds remaining after completion of such restoration or rebuilding shall be applied to the repayment of the Debt. If the Condemnation Proceeds are used to reduce the Debt, they shall be applied in accordance with the provisions of the Note with no prepayment fee or charge of any kind. In addition, in the event that Lender shall elect to apply such Condemnation Proceeds to reduce the Debt, the Allocated Loan Amount of the affected Project shall be reduced on a dollar for dollar basis with the amount of proceeds so applied, Borrower shall from time have the right to time cause a Release of such Project and in connection with such Release, the Release Amount shall be the Allocated Loan Amount of such Project (as such Allocated Loan Amount may have been increased pursuant to the definition thereof), as so reduced. Borrower shall promptly execute and deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in for the carrying on or defense purpose of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay confirming the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out assignment of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior Condemnation Proceeds to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the DebtLender.

Condemnation. In the event that all or any portion of the Property shall be damaged or taken through condemnation (which term shall include any damage or taking by any governmental authority, quasi-governmental authority, any party having the power of condemnation, or any transfer by private sale in lieu thereof), or any such condemnation shall be threatened, Mezzanine Borrower shall give prompt written notice to Mezzanine Lender. Mezzanine Lender prompt notice of acknowledges that Mortgage Borrower’s rights to any actual or threatened Condemnation by any Governmental Authority of all or any part condemnation award is subject to the terms of the Property Loan Agreement (Mortgage). Notwithstanding the foregoing, Mezzanine Borrower may not and shall deliver not permit Mortgage Borrower to Lender a copy settle or compromise any claim, action or proceeding relating to such damage or condemnation without the prior written consent of Mezzanine Lender, which shall not be unreasonably withheld, delayed or denied; provided, further, that Mortgage Borrower may settle, adjust and compromise any and all papers served in connection with such proceedings. Provided claim, action or proceeding which does not exceed forty percent (40%) of the Allocated Loan Amount of the affected Individual Property so long as no Monetary Default or Event of Default has occurred and is continuing, in . Any Excess Proceeds shall be paid to Mezzanine Lender and applied to the event of a Condemnation where the amount payment of the taking does Obligations (Third Mezzanine) whether or not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely mannerthen due pursuant to Section 2.3.1(b). In the event a Condemnation where that Mortgage Borrower is permitted pursuant to the amount terms of the taking exceeds Loan Agreement (Mortgage) to reconstruct, restore or repair the Restoration Threshold Property following a condemnation of any portion of the Property, Mezzanine Borrower shall cause Mortgage Borrower to promptly and diligently repair and restore the Property in the manner and within the time periods required by the Loan Agreement (Mortgage), the Leases and any other agreements affecting the Property. In the event that Mortgage Borrower is permitted pursuant to the terms of the Loan Agreement (Mortgage) to elect not to reconstruct, restore or if an Event repair the Property following a condemnation of Default then existsany portion of the Property, Mezzanine Borrower may settle and compromise shall not permit Mortgage Borrower to elect not to reconstruct, restore or repair the Condemnation only with Property without the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Mezzanine Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower Grantor shall give Lender prompt notice notify Beneficiary immediately of any actual threatened or threatened Condemnation by any Governmental Authority of all or any part of pending proceeding for condemnation affecting the Property or arising out of damage to the Property, and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower Grantor shall, at its Grantor’s expense, diligently prosecute any such proceedings, and . Beneficiary shall consult with Lender, its attorneys and experts, and cooperate with them have the right (but not the obligation) to participate in the carrying on or defense of any such proceedingsproceeding and to be represented by counsel of its own choice. Notwithstanding any CondemnationTo the extent permitted by law, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but Beneficiary shall be entitled to receive out of all sums which may be awarded or become payable to Grantor for the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration condemnation of the Property, regardless or any part thereof, for public or quasi-public use, or by virtue of whether an Award is available or made availableprivate sale in lieu thereof, and otherwise comply any sums which may be awarded or become payable to Grantor for injury or damage to the Property. Grantor shall, promptly upon request of Beneficiary, execute such additional assignments and other documents as may be necessary from time to time to permit such participation and to enable Beneficiary to collect and receipt for any such sums. All such sums are hereby assigned to Beneficiary, and shall within sixty (60) days following such taking, after deduction therefrom of all reasonable expenses actually incurred by Beneficiary, including attorneys’ fees, at Beneficiary’s option be (1) applied (upon compliance with the provisions terms and conditions set forth in Section 5.5(c) of Section 5.3. If this Deed of Trust) to the repair or restoration of the Property is soldso affected, through foreclosure or otherwise, prior (2) applied to the receipt by Lender payment of the AwardSecured Obligations in such order and manner as Beneficiary, Lender shall have the rightin its sole discretion, may elect, whether or not a deficiency judgment on the Note due; provided, however, that Grantor shall have been soughtthe right to require the release of such proceeds if Grantor can demonstrate satisfaction of the conditions set forth in Section 5.5(c) of this Deed of Trust and any release of such proceeds shall be upon the terms and conditions more particularly set forth in said Section 5.5(c). In any event the unpaid portion of the Secured Obligations shall remain in full force and effect and the payment thereof shall not be excused. Beneficiary shall not be, recovered under any circumstances, liable or deniedresponsible for failure to collect or to exercise diligence in the collection of any such sum or for failure to see to the proper application of any amount paid over to Grantor. Beneficiary is hereby authorized, in the name of Grantor, to receive the Awardexecute and deliver valid acquittances for, and to appeal from, any such award, judgment or decree. All reasonable costs and expenses (including but not limited to attorneys’ fees) incurred by Beneficiary in connection with any condemnation shall be a portion thereof sufficient demand obligation owing by Grantor (which Grantor hereby promises to pay the Debtpay) to Beneficiary pursuant to this Deed of Trust.

Condemnation. In the event that all or any portion of the Mortgaged Property shall be damaged or taken through condemnation (which term shall include any damage or taking by any governmental authority, quasi-governmental authority, any party having the power of condemnation, or any transfer by private sale in lieu thereof), or any such condemnation shall be threatened, Borrower shall give prompt written notice to the Lender. The Lender prompt notice of acknowledges that First Mortgage Borrower’s rights to any actual or threatened Condemnation by any Governmental Authority of all or any part condemnation award is subject to the terms of the Property and shall deliver First Mortgage Loan Documents. Subject to the rights of the First Mortgage Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, contained in the event of a Condemnation where the amount of the taking does not exceed the Restoration ThresholdFirst Mortgage Loan Documents, Borrower may not and shall not permit First Mortgage Borrower to settle and or compromise any claim, action or proceeding relating to such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold damage or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with condemnation without the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) the Lender; provided, further, that Borrower may permit First Mortgage Borrower to settle, adjust and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute compromise any such proceedingsclaim, action or proceeding which is of an amount less than $1,000,000 so long as no Default or Event of Default has occurred. Any proceeds, award or damages from such damage or condemnation which are not used to reconstruct or repair the Mortgaged Property, or applied to the balance of the loan evidenced by the First Mortgage Loan Documents or the Senior Mezzanine Loan Documents, shall be paid to the Lender and shall consult with Lenderapplied to the payment of the Indebtedness. In the event that First Mortgage Borrower is permitted pursuant to the terms of the First Mortgage Loan Documents to reconstruct, its attorneys and experts, and cooperate with them in restore or repair the carrying on or defense Mortgaged Property following a condemnation of any such proceedings. Notwithstanding any Condemnationportion of the Mortgaged Property, Borrower shall continue cause First Mortgage Borrower to pay promptly and diligently repair and restore the Debt at the time and Mortgaged Property in the manner provided for its payment in and within the Note time periods required by the First Mortgage Loan Documents, the Leases and in this Agreementany other agreements affecting the Mortgaged Property. Lender shall not be limited In the event that First Mortgage Borrower is permitted pursuant to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out terms of the Award interest at Mortgage to elect not to reconstruct, restore or repair the rate or rates provided herein or in the Note. If the Mortgaged Property or following a condemnation of any portion thereof is taken by any Governmental Authorityof the Mortgaged Property, Borrower shall promptly commence and diligently prosecute not permit First Mortgage Borrower to elect not to reconstruct, restore or repair the Restoration Mortgaged Property without the prior written consent of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the DebtLender.

Condemnation. Borrower shall promptly give Lender prompt notice of any the actual or threatened Condemnation by commencement of any Governmental Authority of all condemnation or any part of eminent domain proceeding affecting the Property (a "CONDEMNATION") and shall deliver to Lender a copy copies of any and all papers served in connection with such proceedingsCondemnation. Provided Following the occurrence of a Condemnation, Borrower, regardless of whether an Award is available, shall promptly proceed to restore, repair, replace or rebuild the Property in accordance with Legal Requirements to the extent practicable to be of at least equal value and of substantially the same character (and to have the same utility) as prior to such Condemnation. If a Condemnation occurs where the award or payment in respect thereof (an "AWARD") does not exceed $500,000 or which results in the taking of 5% or less of the Property, provided no Event of Default has occurred and is continuing, Borrower may make any compromise, adjustment or settlement in connection with such Condemnation without the prior consent of Lender; provided such adjustment is carried out in a competent and timely manner, and Borrower is hereby authorized to collect and receipt for the Award. In the event of a Condemnation where the amount Award is in excess of $500,000 or which results in the taking of more than 5% of the taking does not exceed the Restoration ThresholdProperty, Borrower may settle Lender is hereby irrevocably appointed as Borrower's attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an retain any Award and, so long as no Event of Default then existsis continuing, Borrower may settle and compromise the Condemnation only with the prior written Borrower's consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participatemake any compromise, at Borrower’s cost, adjustment or settlement in any litigation and settlement discussions in respect thereof and connection with such Condemnation. Borrower shall from time cause any Award that is payable to time deliver Borrower to Lender all instruments requested by Lender be paid directly to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the hold such Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the NoteCasualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof. If Borrower authorizes Lender to apply such Award, after the deduction of Lender's expenses incurred in the collection of such amounts, at Lender's option, to restoration or repair of the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration to payment of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt sums secured by Lender of the Award, Lender shall have the rightthis Instrument, whether or not a deficiency judgment on then due, in the Note shall have been soughtorder determined by Lender, recovered or deniedwith the balance, if any, to receive Borrower. Unless Borrower and Lender otherwise agree in writing, any application of proceeds to principal shall not extend or postpone the Awarddue date of the monthly installments due hereunder or under any of the Loan Documents or change the amount of such installments. Borrower agrees to execute such further evidence of assignment of any awards, proceeds, damages or a portion thereof sufficient to pay the Debtclaims arising in connection with such condemnation or taking as Lender may require.

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of all If the Collateral, or any part thereof, shall be condemned for any reason, including without limitation fire or earthquake damage, or otherwise taken for public or quasi-public use under the power of eminent domain, or be transferred in lieu thereof, all damages or other amounts awarded for the Property and taking of, or injury to, the Collateral shall deliver be paid to Lender a copy who shall have the right, in its sole and absolute discretion, to apply the amounts so received against (a) the costs and expenses of any and all papers served Lender, including attorneys' fees incurred in connection with collection of such proceedings. Provided amounts, and (b) the balance against the amounts due hereunder; provided, however, that if (i) no Event of Default has shall have occurred and is continuingbe continuing hereunder, (ii) Borrower provides evidence satisfactory to Lender of its ability to pay all amounts becoming due hereunder during the pendency of any restoration or repairs to or replacement of the Collateral, and (iii) Lender determines, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Thresholdits sole discretion, Borrower may settle and compromise such Condemnation; provided that the same is effected proceeds of such award are sufficient to restore, repair, replace and rebuild the Collateral as nearly as possible to its value, condition and character immediately prior to such taking (or, if the proceeds of such award are insufficient for such purpose, if Borrower provides additional sums to Lender's satisfaction so that the aggregate of such sums and the proceeds of such award will be sufficient for such purpose), the proceeds of such award, together with additional sums provided by Borrower, shall be placed in a commercially reasonable separate account controlled by Lender and timely mannerused by Borrower to restore, repair, replace and rebuild the Collateral as nearly as possible to its value, condition and character immediately prior to such taking. In the event All work to be performed in connection therewith shall be pursuant to a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then existswritten contract therefor, Borrower may settle and compromise the Condemnation only with which contract shall be subject to the prior written consent approval of Lender, and Borrower's draws from such account to pay for such work shall be subject to Lender's reasonable requirements and documentation. To the extent that any funds remain after the Collateral has been so restored and repaired, the same shall be applied against the amounts due hereunder in such order as Lender (which consent shall not be unreasonably withheld or delayed) and may elect. To enforce its rights hereunder, Lender shall have the opportunity be entitled to participate, at Borrower’s cost, participate in and control any litigation condemnation proceedings and settlement discussions in respect thereof to be represented therein by counsel of their own choice and Borrower shall will deliver, or cause to be delivered to Lender such instruments as may be requested by them from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with In the event Lender, its attorneys and experts, and cooperate with them in the carrying on or defense as a result of any such proceedings. Notwithstanding any Condemnationjudgment, Borrower shall continue to pay decree or award, believes that the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out or performance of the Award interest at Loan or the rate or rates provided herein or in the Note. If the Property or any portion thereof Bonds is taken by any Governmental Authorityimpaired, Borrower shall promptly commence and diligently prosecute the Restoration Lender may declare all of the Property, regardless of whether an Award is available or made available, amounts due hereunder immediately due and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debtpayable.

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of If all or any part of the Property Premises shall be damaged or taken through condemnation (which term when used in this Mortgage shall include any damage or taking by any governmental authority and shall deliver any transfer by private sale in lieu thereof), either temporarily or permanently, which taking in Mortgagee’s sole discretion will result in a material impairment to Lender a copy the security granted to Mortgagee, then the entire indebtedness secured hereby shall, at the option of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuingthe Mortgagee (provided, in the event of a Condemnation where the amount of however, Mortgagee agrees that so long as the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount affect any of the taking exceeds improvements of the Restoration Threshold or if an Event of Default then existsPremises, Borrower may settle Mortgagee’s determination shall be in its reasonable discretion), become immediately due and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participationpayable. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but The Mortgagee shall be entitled to receive out all compensation, awards, and other payments or relief thereof and is hereby authorized, at its option, to commence, appear in and prosecute, in its own or the Mortgagor’s name, any action or proceeding relating to any condemnation, and to settle or compromise any claim in connection therewith. All such compensation, awards, damages, claims, rights of action and proceeds and the right thereto are hereby assigned by the Mortgagor to the Mortgagee, who after deducting therefrom all its expenses, including attorneys’ fees, shall release any monies so received by it without affecting this Mortgage and may apply the same in such manner as the Mortgagee shall determine, to the reduction of the Award interest at the rate or rates provided herein or in the Note. If the Property or sum secured hereby and any portion thereof is taken by any Governmental Authority, Borrower balance of such monies then remaining shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior be paid to the receipt by Lender Mortgagor. The Mortgagor agrees to execute such further assignment of any compensation, awards, damages, claims, rights of action and proceeds as the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the DebtMortgagee may require.

Condemnation. Borrower shall (or shall cause Mortgage Borrower to) promptly give Lender prompt Agent notice of any the actual or threatened commencement of any proceeding for the Condemnation by any Governmental Authority of all or any part of the Property and shall cause Mortgage Borrower to deliver to Lender a copy Agent copies of any and all papers served in connection with such proceedings. Provided no Event Subject to Section 5.4 of Default has occurred and is continuingthis Agreement, Agent may participate in any such proceedings to the event of a extent such Condemnation where the amount affects any portion of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected Property valued in a commercially reasonable and timely manner. In the event a Condemnation where the amount excess of the taking exceeds the Restoration Threshold or if an Event of Default then exists(any such Condemnation, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participatea “Material Condemnation”), at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender it to permit such participation. Borrower shallshall cause Mortgage Borrower to, at its expense, diligently prosecute any such proceedings, with respect to any Material Condemnation, and in the case of such proceedings, shall consult with LenderAgent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Debt shall not be reduced until Net Liquidation Proceeds After Debt Service have been actually received and applied by Lenders, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender The Lenders shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award Net Liquidation Proceeds After Debt Service interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration of the Property, regardless Property pursuant to Section 5.4 of whether an Award is available or made available, the Mortgage Loan Agreement and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender 5.4 of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the DebtMortgage Loan Agreement.

Condemnation. Borrower shall (or shall cause Mortgage Borrower to) promptly give Lender prompt notice of any the actual or threatened commencement of any proceeding for the Condemnation by of any Governmental Authority Individual Property (or portion thereof) of all or any part of the Property which Borrower has knowledge and shall (or shall cause Mortgage Borrower to) deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower Lender may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, participate in any litigation and settlement discussions in respect thereof such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by Lender it to permit such participation. Borrower shallshall cause Mortgage Borrower to, at its Borrower’s or Mortgage Borrower’s expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including but not limited to any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Debt shall not be reduced until any Net Liquidation Proceeds After Debt Service shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award Net Liquidation Proceeds After Debt Service interest at the rate or rates provided herein or in the Note. If the any Individual Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, Property and otherwise comply with the provisions of Section 5.37.4 of the Mortgage Loan Agreement. If Borrower shall (or shall cause Mortgage Borrower to) pay all costs of Restoration whether or not such costs are covered by the Net Proceeds. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, if any Individual Property (or any portion thereof) is sold, through foreclosure or otherwise, prior to the receipt by Lender of the AwardNet Liquidation Proceeds After Debt Service, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt. The provisions of this Section 7.3 are subject to section 7.4(d) of the Mortgage Loan Agreement.

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of all or any part of the Property and shall cause Mortgage Borrower to deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, permit Mortgage Borrower may to settle and compromise the Condemnation only with the prior written the consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof thereof: Lender may participate in any such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shallshall cause Mortgage Borrower to, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any Award and to make any compromise or settlement in connection with any such Condemnation. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Debt shall not be reduced until Net Liquidation Proceeds After Debt Service have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest Net Liquidation Proceeds After Debt Service at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, Property and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender 5.3 of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the DebtMortgage Loan Agreement.

Condemnation. In the event that all or any portion of the Collateral Property shall be damaged or taken through condemnation (which term shall include any damage or taking by any governmental authority, quasi-governmental authority, any party having the power of condemnation, or any transfer by private sale in lieu thereof), or any such condemnation shall be threatened, solely to the extent permitted under the Mortgage Loan Documents, Borrower shall give Lender prompt written notice to Lender. Borrower shall not settle or compromise any claim, action or proceeding relating to such damage or condemnation without the prior written consent of Lender; provided that Borrower may make proof of loss and settle or compromise any actual such claim, action or threatened Condemnation by any Governmental Authority of all proceeding solely to the extent permitted under the Mortgage Loan Documents so long as no Default or any part of the Property and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing. Any proceeds, in award or damages from such damage or condemnation which are not (a) applied to the event of a Condemnation where the amount balance of the taking does not exceed loan evidenced by the Restoration Thresholdapplicable Mortgage Loan Documents, Borrower may settle or (b) used for the restoration and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount repair of the taking exceeds Collateral Property pursuant to the Restoration Threshold or if an Event terms of Default then existsthe Mortgage Loan Documents, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent such shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver paid to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited applied to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out payment of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, Obligations whether or not a deficiency judgment on then due less reasonable out-of-pocket expenses incurred in connection with the Note shall have been soughtsettlement or compromise of such claim, recovered action or deniedproceeding. Notwithstanding anything contained in the Loan Documents to the contrary, Lender hereby agrees that Borrower may use all condemnation proceeds, awards and damages to restore and repair the Collateral Property, provided that such use is permitted under the terms of the Mortgage Loan Documents subject, however, to receive disbursement, oversight, inspection and monitoring requirements and controls required by the AwardMortgage Lender so long as the Mortgage Loan is outstanding and, or a portion thereof sufficient thereafter, subject to pay the Debtdisbursement, oversight, inspection and monitoring requirements and controls customary for construction loans for similar type properties in similar geographic areas.

Condemnation. In the event that all or any portion of the Premises shall be damaged or taken through condemnation (which term shall include any damage or taking by any governmental authority, quasi-governmental authority, any party having the power of condemnation, or any transfer by private sale in lieu thereof), or any such condemnation shall be threatened, Borrower shall give prompt written notice to Lender. Lender prompt notice of acknowledges that Owner’s rights to any actual or threatened Condemnation by any Governmental Authority of all or any part condemnation award is subject to the terms of the Property Mortgage, the Intermediate Mez Loan Documents and the Senior Mez Loan Documents. Notwithstanding the foregoing, Borrower may not and shall deliver not permit Owner, Intermediate Mez Borrower or Senior Mez Borrower to Lender a copy settle or compromise any claim, action or proceeding relating to such damage or condemnation without the prior written consent of Lender, which shall not be unreasonably withheld, delayed or denied; provided, further, that any of Owner, Intermediate Mez Borrower or Senior Mez Borrower may settle, adjust and all papers served in connection with compromise any such proceedings. Provided claim, action or proceeding which is of an amount less than five percent (5%) of the Allocated Loan Amount provided no Event of Default has occurred and is continuing, in occurred. Any proceeds remaining after the event application of a Condemnation where any award to reconstruct or repair the amount Premises or to the payment of the taking does Mortgage Loan, Intermediate Mez Loan and the Senior Mez Loan shall be paid to Lender and applied to the payment of the Debt whether or not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely mannerthen due. In the event a Condemnation where that Owner is permitted pursuant to the amount terms of the taking exceeds Mortgage to reconstruct, restore or repair the Restoration Threshold or if an Event Premises following a condemnation of Default then existsany portion of the Premises, Borrower may settle shall cause Owner to promptly and compromise diligently repair and restore the Condemnation only with Premises in the manner and within the time periods required by the Mortgage, the Leases and any other agreements affecting the Premises. In the event that Owner is permitted pursuant to the terms of the Mortgage to elect not to reconstruct, restore or repair the Premises following a condemnation of any portion of the Premises, Borrower shall not permit Owner to elect not to reconstruct, restore or repair the Property without the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower shall Borrowers promptly give Lender prompt notice of any the actual or threatened commencement of any proceeding in respect of any Condemnation by any Governmental Authority of all or any part affecting either of the Property Properties, and shall deliver or cause Mortgage Borrowers to deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower Lender may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, participate in any litigation such proceedings, and settlement discussions in respect thereof and Borrower Borrowers shall cause Mortgage Borrowers to from time to time deliver to Lender all instruments reasonably requested by Lender to permit such participation. Borrower shallBorrowers shall or shall cause Mortgage Borrowers to, at its Borrowers’ or Mortgage Borrowers’ expense, to diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower Borrowers shall cause Mortgage Borrowers to continue to pay perform the Debt Obligations at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the other Loan Documents and the Outstanding Principal Balance shall not be reduced until any Condemnation Proceeds shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Obligations. Lender shall not be limited to the interest paid on the Award Condemnation Proceeds by any the applicable Governmental Authority but shall be entitled to receive out of the Award Condemnation Proceeds interest at the rate or rates provided herein or in the Note. If the any Property or any portion thereof is taken by any a Governmental Authority, Borrower Borrowers shall cause Mortgage Borrowers to promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, applicable Property and otherwise comply with the provisions of Section 5.36.4 of the Mortgage 77 Loan Agreement. If the any Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the AwardCondemnation Proceeds, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the AwardCondemnation Proceeds, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower shall promptly give Lender prompt notice of any the actual or threatened commencement of any proceeding for the Condemnation by any Governmental Authority of all or any part of the Property of which Borrower has knowledge and shall deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected . Any such settlement and compromise must be carried out in a commercially reasonable and timely manner. In the event of a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof thereof, and Borrower shall from time to time deliver to Lender all instruments requested by Lender it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including but not limited to any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, Property and otherwise comply with the provisions of Section 5.35.4. Borrower shall pay all costs of Restoration whether or not such costs are covered by the Net Proceeds. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower shall (or shall cause Mortgage Borrower to) promptly give Lender prompt notice of any the actual or threatened commencement of any proceeding for the Condemnation by of any Governmental Authority Individual Property (or portion thereof) of all or any part of the Property which Borrower has knowledge and shall (or shall cause Mortgage Borrower to) deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower Lender may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, participate in any litigation and settlement discussions in respect thereof such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by Lender it to permit such participation. Borrower shallshall cause Mortgage Borrower to, at its Borrower’s or Mortgage Borrower’s expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including but not limited to any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Debt shall not be reduced until any Net Liquidation Proceeds After Debt Service shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award Net Liquidation Proceeds After Debt Service interest at the rate or rates provided herein or in the Note. If the any Individual Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, Property and otherwise comply with the provisions of Section 5.37.4 of the Mortgage Loan Agreement. If Borrower shall (or shall cause Mortgage Borrower to) pay all costs of Restoration whether or not such costs are covered by the Net Proceeds. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Mezzanine A Lender under the Mezzanine A Loan Documents and Mezzanine B Lender under the Mezzanine B Loan Documents, if any Individual Property (or any portion thereof) is sold, through foreclosure or otherwise, prior to the receipt by Lender of the AwardNet Liquidation Proceeds After Debt Service, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt. The provisions of this Section 7.3 are subject to Section 7.4(d) of the Mortgage Loan Agreement.

Condemnation. Borrower shall give Lender prompt notice Immediately upon obtaining knowledge of the commencement of any actual or threatened Condemnation by any Governmental Authority of all or any part proceedings for the condemnation of the Property and shall deliver or any portion thereof, or any other similar governmental or quasi-governmental proceedings arising out of injury or damage to Lender a copy the Property or any portion thereof, each party will promptly notify the other (provided, however, BNPPLC will have no liability for its failure to provide such notice) of any and all papers served in connection with the pendency of such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount Upon its obtaining knowledge of the taking does not exceed the Restoration Thresholdcommencement of any such proceedings, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shallChoicePoint must, at its expense, diligently prosecute any such proceedings, proceedings and shall must consult with LenderBNPPLC, its attorneys and experts, experts and cooperate with them as reasonably requested in the carrying on or defense of any such proceedings. Notwithstanding any CondemnationBNPPLC is hereby authorized, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein own name or in the Notename of ChoicePoint or in the name of both, at any time when an Event of Default has occurred and is continuing, but not otherwise without ChoicePoint’s prior consent, to execute and deliver valid acquittances for, and to appeal from, any such judgment, decree or award concerning condemnation of any of the Property. If BNPPLC will not in any event or circumstances be liable or responsible for failure to collect, or to exercise diligence in the Property collection of, any such proceeds, judgments, decrees or awards. Notwithstanding the foregoing provisions of this subparagraph, in the case of any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration taking of less than all or substantially all of the Property, regardless (1) if condemnation proceeds totaling not more than ten percent (10%) of whether an Award the Lease Balance are to be recovered, ChoicePoint may directly receive and hold such proceeds so long as no Event of Default has occurred and is available or made availablecontinuing and so long as ChoicePoint applies such proceeds as required herein, and otherwise comply (2) so long as no Event of Default has occurred and is continuing and ChoicePoint is proceeding with reasonably diligence to try to settle, adjust or compromise the claim for condemnation proceeds, ChoicePoint may lead the negotiations with the provisions condemning authority and BNPPLC will not unreasonably withhold or delay its approval of Section 5.3. If the Property is soldany such settlement, through foreclosure adjustment or otherwise, prior to the receipt compromise proposed by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the DebtChoicePoint.

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of all or any part of the Property and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event of a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall shall, subject to Legal Requirements of any Governmental Authorities, promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, Property and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the outstanding Debt.

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of If all or any part of the Mortgaged Property shall be damaged or taken through condemnation (which term when used in this Mortgage shall include any damage or taking by any governmental or private authority, and any transfer by private sale in lieu thereof), either temporarily or permanently, the entire indebtedness secured hereby shall deliver at the option of the Lender become immediately due and payable. The Lender shall be entitled to all compensation, awards, and other payments or relief for any condemnation and hereby is authorized, at its option, to commence, appear in and prosecute, in its own or the Mortgagor’s name, any action or proceeding relating to any condemnation, and to settle or compromise any claim in connection therewith. All such compensation, awards, damages, claims, rights of action and proceeds and the right thereto are hereby assigned by the Mortgagor to the Lender, which, after deducting therefrom all its expenses, including attorneys’ fees, may release any moneys so received by it without affecting the lien of this Mortgage or may apply the same in such manner as the Lender a copy shall determine to the reduction of the indebtedness secured hereby, and any balance of such moneys then remaining shall be paid to the Mortgagor. The Mortgagor agrees to execute such further assignments of any compensations, awards, damages, claims, rights of action and all papers served in connection with such proceedingsproceeds as the Lender may require. Provided no Event of Default has occurred and is continuing, The Mortgagor promptly shall notify the Lender in the event of a Condemnation where the amount institution of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected any condemnation or eminent domain proceeding or in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedingsthreat thereof. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. The Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out retain, at the expense of the Award interest at the rate Mortgagor, its own legal counsel in connection with any such proceedings or rates provided herein or in the Notethreatened proceedings. If the Property or any portion thereof is taken by any Governmental Authority, Borrower Lender shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior be under no obligation to the receipt by Lender Borrower or to any other person to determine the sufficiency or legality of the Award, Lender shall have the right, whether any condemnation award and may accept any such award without question or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debtfurther inquiry.

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of all or any part of the Property and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event of a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written the consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any Award and to make any compromise or settlement in connection with any such Condemnation that Lender is otherwise permitted to settle pursuant to the terms of this Agreement. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, Property and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of If all or any part of the Property and shall deliver to Lender a copy Licensed Lands are taken or appropriated for public or quasi- public use by right of any and all papers served eminent domain with or without litigation or transferred by agreement in connection with such proceedings. Provided no Event public or quasi-public use, and such taking or appropriation shall be of Default has occurred such an extent and is continuingnature as to materially handicap, in the event of a Condemnation where the amount impede or impair Producer’s use of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and Licensed Lands in the manner provided for its payment contemplated in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award Project Documents, as reasonably determined by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental AuthorityProducer, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender Producer shall have the right, whether within thirty (30) days of receipt of notice of taking, to terminate this Agreement as of the date possession is taken by the condemning Governmental Body. No award for any partial or not a deficiency judgment entire taking shall be apportioned, and Producer hereby assigns to Generator any award that may be made in such taking or condemnation, together with any and all rights of Producer now or hereafter arising in or to the award or any portion thereof; provided, however, that nothing contained herein shall be deemed to give Generator any interest in or to require Producer to assign to Generator any award made to Producer for the taking of personal property and fixtures belonging to Producer (including the Facility), for the interruption of or damage to the business of Producer, for the unamortized cost of improvements or for the removal of the Facility by Producer, and Producer shall have the right to prosecute its claim for an award based on the Note taking of personal property and fixtures belonging to Producer (including the Facility), for the interruption of or damage to the business of Producer, for the unamortized costs of improvements of Producer or the removal and relocating of the Facility by Producer. To the extent Generator receives proceeds from the condemning Governmental Body for claims of Producer, Generator shall immediately pay such proceeds to Producer. No temporary taking of the Licensed Lands or Producer’s right therein or under this Agreement shall terminate this Agreement, any award made to Producer by reason of any such temporary taking of Producer’s right in the Licensed Lands or under this Agreement shall belong entirely to Producer, and Generator shall not be entitled to any portion thereof. Producer shall have been soughtthe right to claim, recovered or deniedand prosecute such claim, against the condemning authority, for the taking of the Facility, expenses and costs of removing and relocating the Facility, and damage to receive Producer’s business conducted at the Award, or a portion thereof sufficient to pay the DebtLicensed Lands.

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of (a) If during the Term, all or any part portion of the Property Premises is taken by right of eminent domain or condemnation by a competent governmental authority or by conveyance in lieu thereof (collectively, any "Taking") other than in a ------ "Temporary Taking" (as hereinafter defined), or if such a portion of the Common ---------------- Areas is so Taken (other than in a Temporary Taking) as Tenant reasonably determines shall have an adverse affect upon the operation of Tenant's business from the Premises, within thirty (30) days following the date of such Taking, Tenant may terminate this Lease upon written notice to the Landlord. In the event Tenant does not so terminate this Lease, Landlord shall promptly and shall deliver diligently restore the Premises, Common Areas and/or other portions of the Shopping Center as are so Taken, as the case may be, to Lender a copy of any and all papers served in connection with as near their condition as existed prior to such proceedingsTaking as is reasonably possible. Provided no Event of Default has occurred and is continuing, in In the event of a Condemnation where Taking which does not result in the amount termination of this Lease, Tenant's obligations for Rent under this Lease shall be equitably abated following such Taking based upon the extent of the taking does not exceed interference with the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that operation of Tenant's business from the same is effected in a commercially reasonable and timely mannerPremises. In the event of a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender "Temporary Taking" (which consent for ---------------- purposes hereof shall mean a Taking not be unreasonably withheld or delayedextended beyond the Term) and Lender which adversely affects Tenant's operation from its Premises, Tenant shall have the opportunity right to participateelect either to terminate this Lease in accordance herewith or to not terminate this Lease and receive all compensation awarded by the condemning authority with respect to such temporary Taking of the Premises (provided that if such Temporary Taking shall adversely affect Tenant's operation from its Premises for a period of less than six (6) months, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower Tenant shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute not have any such proceedingsright to terminate this Lease as a result thereof, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but Tenant shall be entitled to receive out of all compensation awarded by the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply condemning authority with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior respect to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debtsuch temporary Taking).

Condemnation. Borrower shall give Lender Agent prompt notice of any actual or threatened (in writing) Condemnation by any Governmental Authority of all or any part of the Property and shall deliver to Lender Agent a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, continuing and in the event of a Condemnation where the amount value of the taking does not exceed the Restoration ThresholdThreshold as reasonably determined by Agent, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount value of the taking exceeds the Restoration Threshold Threshold, in Agent’s reasonable determination, or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender Agent (which consent shall not be unreasonably withheld or delayed) and Lender Agent shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender Agent all instruments reasonably requested by Lender Agent to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with LenderAgent, its attorneys and experts, and reasonably cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender Agent and Lenders shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, Property and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender Agent of the Award, Lender Agent and Lenders, as applicable, shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of the Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting the Property or any part thereof (a “Condemnation”) by any Governmental Authority of all or any part of the Property and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event of a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of the Award Property (the “Award”) by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, Property and otherwise comply with the provisions of Section 5.314. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. In the event that all or any portion of the Premises shall be damaged or taken through condemnation (which term shall include any damage or taking by any governmental authority, quasi-governmental authority, any party having the power of condemnation, or any transfer by private sale in lieu thereof), or any such condemnation shall be threatened, Borrower shall give prompt written notice to Lender. Lender prompt notice of acknowledges that Owner’s rights to any actual or threatened Condemnation by any Governmental Authority of all or any part condemnation award is subject to the terms of the Property Mortgage and the Senior Mez Loan Documents. Notwithstanding the foregoing, Borrower may not and shall deliver not permit Owner or Senior Mez Borrower to Lender a copy settle or compromise any claim, action or proceeding relating to such damage or condemnation without the prior written consent of Lender, which shall not be unreasonably withheld, delayed or denied; provided, further, that either Owner or Senior Mez Borrower may settle, adjust and compromise any and all papers served in connection with such proceedings. Provided claim, action or proceeding which is of an amount less than five percent (5%) of the Allocated Loan Amount provided no Event of Default has occurred and is continuing, in occurred. Any proceeds remaining after the event application of a Condemnation where any award to reconstruct or repair the amount Premises or to the payment of the taking does Mortgage Loan and the Senior Mez Loan shall be paid to Lender and applied to the payment of the Debt whether or not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely mannerthen due. In the event a Condemnation where that Owner is permitted pursuant to the amount terms of the taking exceeds Mortgage to reconstruct, restore or repair the Restoration Threshold or if an Event Premises following a condemnation of Default then existsany portion of the Premises, Borrower may settle shall cause Owner to promptly and compromise diligently repair and restore the Condemnation only with Premises in the manner and within the time periods required by the Mortgage, the Leases and any other agreements affecting the Premises. In the event that Owner is permitted pursuant to the terms of the Mortgage to elect not to reconstruct, restore or repair the Premises following a condemnation of any portion of the Premises, Borrower shall not permit Owner to elect not to reconstruct, restore or repair the Property without the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of all or any part of the Property and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, Property and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower Grantor shall give Lender prompt notice notify Agent immediately of any actual threatened or threatened Condemnation by any Governmental Authority pending proceeding for condemnation affecting the Mortgaged Property or arising out of all or any part of damage to the Property Mortgaged Property, and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower Grantor shall, at its Grantor's expense, diligently prosecute any such proceedings, and . Agent shall consult with Lender, its attorneys and experts, and cooperate with them have the right (but not the obligation) to participate in the carrying on or defense of any such proceedingsproceeding and to be represented by counsel of its own choice. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but Agent shall be entitled to receive out all sums which may be awarded or become payable to Grantor for the condemnation of the Award interest 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 Grantor for injury or damage to the Mortgaged Property. Grantor shall, promptly upon request of Agent, execute such additional assignments and other documents as may be necessary from time-to-time to permit such participation and to enable Agent to collect and receipt for any such sums. All such sums are hereby assigned to Agent, for the benefit of Holders, and shall, after deduction therefrom of all reasonable expenses actually incurred by Agent, including reasonable attorneys' fees, at Agent's option be (1) released to Grantor, or (2) applied (upon compliance with such terms and conditions as may be required by Agent) to repair or restoration of the rate Mortgaged Property so affected, or rates (3) applied to the payment of the secured indebtedness in such order and manner as provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the rightCredit Agreement, whether or not a deficiency judgment on due. In any event the Note unpaid portion of the secured indebtedness shall have been soughtremain in full force and effect and the payment thereof shall not be excused. Agent shall not be, recovered under any circumstances, liable or deniedresponsible for failure to collect or to exercise diligence in the collection of any such sum or for failure to see to the proper application of any amount paid over to Grantor. Agent is hereby authorized, in the name of Grantor, to receive the Awardexecute and deliver valid acquittances for, and to appeal from, any such award, judgment, or decree. All costs and expenses (including but not limited to attorneys' fees) incurred by Agent in connection with any condemnation shall be a portion thereof sufficient demand obligation owing by Grantor (which Grantor hereby promises to pay the Debtpay) to Agent pursuant to this Deed of Trust.

Condemnation. Borrower shall (and shall cause Mortgage Borrower to) promptly give Lender prompt notice of any the actual or threatened commencement of any proceeding for the Condemnation by of any Governmental Authority of all Individual Property (or any part portion thereof) of the Property which Borrower or Mortgage Borrower has knowledge and shall (and shall cause Mortgage Borrower to) deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event Subject to the rights of Default has occurred and is continuingMortgage Administrative Agent under the Mortgage Loan Agreement, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower Lender may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, participate in any litigation and settlement discussions in respect thereof such proceedings, and Borrower shall from time to time deliver to (and cause Mortgage Borrower to deliver to) Lender all instruments requested by Lender it to permit such participation. Borrower shallshall cause Mortgage Borrower to, at its Borrower’s or Mortgage Borrower’s expense, diligently prosecute any such proceedings, and shall to consult with Lender, its attorneys and experts, and to cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including but not limited to any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the any Individual Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration of the PropertyProperty (or cause Tenant to do so, regardless of whether an Award is available or made available, and otherwise comply as applicable) in accordance with the provisions of Section 5.37.4 of the Mortgage Loan Agreement. If Borrower shall cause Mortgage Borrower or Tenant, as applicable, to pay all costs of Restoration whether or not such costs are covered by the Net Proceeds. Subject to the rights of Mortgage Administrative Agent under the Mortgage Loan Documents, if the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower Grantor shall give Lender prompt notice notify Holder immediately of any actual threatened or threatened Condemnation by any Governmental Authority pending proceeding for condemnation affecting the Mortgaged Property or arising out of all or any part of damage to the Property Mortgaged Property, and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower Grantor shall, at its Grantor's expense, diligently prosecute any such proceedings, and . Holder shall consult with Lender, its attorneys and experts, and cooperate with them have the right (but not the obligation) to participate in the carrying on or defense of any such proceedingsproceeding and to be represented by counsel of its own choice. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but Holder shall be entitled to receive out all sums which may be awarded or become payable to Grantor for the condemnation of the Award interest at the rate or rates provided herein or in the Note. If the Property Mortgaged Property, or any portion thereof is taken part thereof, for public or quasi-public use, or by virtue of private sale in lieu thereof, and any Governmental Authoritysums which may be awarded or become payable to Grantor for injury or damage to the Mortgaged Property. Grantor shall, Borrower shall promptly commence upon request of Holder, execute such additional assignments and diligently prosecute the Restoration other documents as may be necessary from time to time to permit such participation and to enable Holder to collect and receipt for any such sums. All such sums are hereby assigned to Holder, and shall, after deduction therefrom of all reasonable expenses actually incurred by Holder, including attorneys' fees, at Holder's option be (1) released to Grantor, or (2) applied (upon compliance with such terms and conditions as may be required by Holder) to repair or restoration of the PropertyMortgaged Property so affected, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior (3) applied to the receipt by Lender payment of the Awardsecured indebtedness in such order and manner as Holder, Lender shall have the rightin its sole discretion, may elect, whether or not a deficiency judgment on due. In any event the Note unpaid portion of the secured indebtedness shall have been soughtremain in full force and effect and the payment thereof shall not be excused. Except in the event of gross negligence or fraud by Xxxxxx, recovered Holder shall not be, under any circumstances, liable or deniedresponsible for failure to collect or to exercise diligence in the collection of any such sum or for failure to see to the proper application of any amount paid over to Grantor. Xxxxxx is hereby authorized, in the name of Grantor, to receive the Awardexecute and deliver valid acquittance for, and to appeal from, any such award, Judgement or decree. All costs and expenses (including but not limited to attorneys' fees) incurred by Xxxxxx in connection with any condemnation shall be a portion thereof sufficient demand obligation owing by Grantor (which Grantor hereby promises to pay the Debtpay) to Holder pursuant to this Mortgage.

Condemnation. In the event that all or any portion of the Premises shall be damaged or taken through condemnation (which term shall include any damage or taking by any governmental authority, quasi-governmental authority, any party having the power of condemnation, or any transfer by private sale in lieu thereof), or any such condemnation shall be threatened, Borrower shall give prompt written notice to Lender. Lender prompt notice of acknowledges that Owner’s rights to any actual or threatened Condemnation by any Governmental Authority of all or any part condemnation award is subject to the terms of the Property Mortgage. Notwithstanding the foregoing, Borrower may not and shall deliver not permit Owner or Senior Mezz Borrower to Lender a copy settle or compromise any claim, action or proceeding relating to such damage or condemnation without the prior written consent of Lender, which shall not be unreasonably withheld, delayed or denied; provided, further, that either Owner or Senior Mezz Borrower may settle, adjust and compromise any and all papers served in connection with such proceedings. Provided claim, action or proceeding which is of an amount less than $250,000 provided no Event of Default has occurred and is continuing, in occurred. Any proceeds remaining after the event application of a Condemnation where any award to reconstruct or repair the amount Premises or to the payment of the taking does Mortgage Loan and the Senior Mezz Loan shall be paid to Lender and applied to the payment of the Debt whether or not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely mannerthen due. In the event a Condemnation where that Owner is permitted pursuant to the amount terms of the taking exceeds Mortgage to reconstruct, restore or repair the Restoration Threshold or if an Event Premises following a condemnation of Default then existsany portion of the Premises, Borrower may settle shall cause Owner to promptly and compromise diligently repair and restore the Condemnation only with Premises in the manner and within the time periods required by the Mortgage, the Leases and any other agreements affecting the Premises. In the event that Owner is permitted pursuant to the terms of the Mortgage to elect not to reconstruct, restore or repair the Premises following a condemnation of any portion of the Premises, Borrower shall not permit Owner to elect not to reconstruct, restore or repair the Premises without the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower shall give Lender prompt notice Mortgagor hereby assigns, transfers and sets over to Mortgagee all rights of Mortgagor to any actual or threatened Condemnation by Awards in respect of (a) any Governmental Authority taking of all or a portion of the Mortgaged Property as a result of, or by agreement in anticipation of, the exercise of the right of condemnation or eminent domain; (b) any such taking of any appurtenances to the Mortgaged Property or of vaults, areas or projections outside the boundaries of the Mortgaged Property, or rights in, under or above the alleys, streets or avenues adjoining the Mortgaged Property, or rights and benefits of light, air, view or access to said alleys, streets, or avenues or for the taking of space or rights therein, below the level of, or above the Mortgaged Property; and (c) any damage to the Mortgaged Property or any part thereof due to governmental action, but not resulting in, a taking of any portion of the Property and shall deliver to Lender a copy Mortgaged Property, such as, without limitation, the changing of the grade of any street adjacent to the Mortgaged Property. Mortgagor hereby agrees to file and all papers served prosecute its claim or claims for any such Award in connection good faith and with due diligence and cause the same to be collected and paid over to Mortgagee, and hereby irrevocably authorizes and empowers Mortgagee, in the name of Mortgagor or otherwise, to collect and receipt for any such proceedings. Provided no Award and, in the event Mortgagor fails to act, or in the event that an Event of Default has occurred and is continuing, to file and prosecute such claim or claims. Notwithstanding the foregoing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold proceeds payable with respect to any Award shall be less than or if an Event of Default equal to $150,000, then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender Mortgagor shall have the opportunity right to participateretain such proceeds, at Borrower’s costso long as Mortgagor shall restore the Mortgaged Property (and the Mortgaged Property is capable of being restored) to its condition prior to such condemnation, in a good and workmanlike manner, in compliance with any litigation applicable legal requirements and settlement discussions in respect thereof the requirements of any lease, free and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedingsclear of liens, and shall consult with Lender, its attorneys and experts, and cooperate with them remit to Mortgagee promptly upon completion of such restoration any remaining balance of such proceeds not used in the carrying on or defense restoration of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided Mortgaged Property for its payment in the Note and in this Agreement. Lender shall not be limited application to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out principal of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the DebtIndebtedness.

Condemnation. Borrower shall give Lender prompt notice In the event of any actual or threatened Condemnation by any Governmental Authority taking, pursuant to the power of eminent domain, of all or any part portion of a Parcel or any proposed sale in lieu thereof (in each case, a "TAKING"), Seller or Buyer, as the case may be, shall give written notice thereof to the other promptly after such Person learns or receives notice thereof. If all or any Significant Portion (as defined below) of the Property Parcel is, or is to be, the subject of such Taking (or is Taken), Buyer shall have the right to terminate its right and obligation under this Agreement to purchase such Parcel only (and such Parcel shall deliver then not be sold or transferred to Lender a copy Buyer at the Closing and the Purchase Price shall be appropriately adjusted to deduct therefrom the portion of any and all papers served in connection with the Purchase Price allocated to such proceedings. Provided no Event of Default has occurred and is continuing, in Parcel pursuant to the event Summary Sheet) by delivery of a Condemnation where written termination notice to Seller no later than ten (10) business days after the amount Buyer first discovers or learns about the Taking. If Buyer elects not to terminate its right and obligation to purchase such Parcel under this Agreement, all proceeds, awards and other payments arising out of such Taking (actual or threatened) shall be paid or assigned, as applicable, to Buyer at Closing, and there shall be no credit to or adjustment of the taking does Purchase Price allocable to such Parcel or otherwise. Seller will not exceed the Restoration Threshold, Borrower may settle and or compromise any such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the proceeding without Buyer's prior written consent of Lender (which consent shall will not be unreasonably withheld withheld, conditioned or delayed). As used herein, a Taking of a "SIGNIFICANT PORTION" of a Parcel shall mean (i) the permanent Taking of a legally required driveway, if such driveway is the sole or material means of vehicular ingress and Lender shall have the opportunity to participateegress into and from such Parcel, at Borrower’s cost, in (ii) any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them permanent Taking that results in the carrying on or defense denial of a primary access to such Parcel, (iii) any Taking of any portion of such proceedings. Notwithstanding any Condemnation, Borrower shall continue Parcel for which the applicable governmental entity pays or may be reasonably expected to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited a condemnation award or other compensation to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out owner of the Award interest at Parcel in excess of twenty percent (20%) of the rate then fair market value of the Parcel (as reasonably determined by the insurer providing casualty insurance for the Parcel), or rates provided herein or in the Note. If the Property or (iv) any permanent Taking of any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless Parcel that would materially adversely prevent or interfere with the operation of whether the Parcel as an Award is available or made available, and otherwise comply with eighteen (18) hole golf course. The provisions of this SECTION 7.1 supersede the provisions of Section 5.3. If the Property is sold, through foreclosure any applicable statutory or otherwise, prior decisional law with respect to the receipt by Lender subject matter of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debtthis SECTION 7.1.

Condemnation. (a) Borrower shall promptly give Lender prompt written notice of any ------------ the actual or threatened Condemnation by commencement of any Governmental Authority of all condemnation or any part of the Property eminent domain proceeding and shall deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Lender is hereby irrevocably appointed as Borrower's attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any award or payment for said condemnation or eminent domain and while any Event of Default has occurred and is continuingexists to make any compromise or settlement in connection with such proceeding, subject to the provisions of this Mortgage. Borrower shall make no compromise or settlement in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise connection with such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the proceeding without Lender's prior written consent of Lender (which consent shall consent, not to be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedingswithheld. Notwithstanding any Condemnationtaking by any public or quasi-public authority through eminent domain or otherwise (including but not limited to any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and Note, in this AgreementMortgage and the other Loan Documents and the Debt shall not be reduced until any award or payment therefor shall have been actually received after expenses of collection and applied by Lender to the discharge of the Debt; provided, however, the occurrence of any taking by any public or quasi-public authority through eminent domain or otherwise shall not constitute an Event of Default. Lender shall not be limited to the interest paid on the Award award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award award interest at the rate or rates provided herein or and in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute cause the Restoration award or payment made in any condemnation or eminent domain proceeding, which is payable to Borrower, to be paid directly to Lender. Lender may apply any such award or payment to the reduction or discharge of the PropertyDebt whether or not then due and payable (such application to be without any prepayment consideration, regardless except that if an Event of whether Default, or an Award is available event with notice and/or the passage of time, or made availableboth, and otherwise comply would constitute an Event of Default, has occurred, then such application shall be subject to the prepayment consideration computed in accordance with the provisions of Section 5.3Note). If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Awardsuch award or payment, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Awardsaid award or payment, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower shall promptly give Lender prompt notice of any the actual or threatened commencement of any proceeding for the Condemnation by any Governmental Authority of all or any part of the Property and shall deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration ThresholdThreshold Amount, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold Amount or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayedwithheld) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including but not limited to any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower shall, subject to the terms and conditions of the State Street Lease, including procedures, time frame and approval standards, shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, Property and otherwise comply with the provisions of Section 5.36.4. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower If any proceeding in condemnation is commenced, Grantor shall give promptly notify Lender prompt notice in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be nominal party in such proceeding, but Lxxxxx shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of any actual its own choice. Grantor will deliver or threatened Condemnation cause to be delivered to Lender such instruments and documentation as may be required by any Governmental Authority of Lender from time to time to permit such participation. If all or any part of the Property and shall deliver to Lender a copy is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation, or if all or any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount part of the taking does not exceed the Restoration ThresholdProperty is sold in lieu of condemnation, Borrower Lender may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property election require that all or any portion thereof is taken by of the net proceeds of the award or sale be applied to the Indebtedness or the repair or restoration of the Property. If Lender requires that all or any Governmental Authority, Borrower shall promptly commence and diligently prosecute portion of the Restoration net proceeds of the award or sale be applied to the repair or restoration of the Property, regardless and if the net proceeds of whether an Award is available the award or made availablesale are insufficient to cover the cost of rebuilding or restoration, Grantor shall pay such cost in excess of the net proceeds of the award before being entitled to any reimbursement out of such net proceeds. Any surplus which may remain out of such net proceeds after payment of such cost of rebuilding or restoration shall, at the option of Lender, be applied on account of the Indebtedness or be paid to any other party entitled thereto. In any event, so long as any portion of the Indebtedness remains unpaid, Grantor shall commence rebuilding or restoration of any remaining portion of the Property promptly after the taking and shall diligently pursue the same to completion. The net proceeds of the award or sale shall mean the award or sale after payment of all reasonable costs, expenses, and otherwise comply attorneys’ fees incurred by Lxxxxx in connection with the provisions condemnation or sale in lieu of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debtcondemnation.

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of all or any part of the any Property and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, continuing and in the event of a Condemnation where the amount value of the taking does not exceed the Restoration ThresholdThreshold as reasonably determined by Lender, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount value of the taking exceeds the Restoration Threshold Threshold, in Lender’s reasonable determination, or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the any Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, affected Property and otherwise comply with the provisions of Section 5.3. To the extent that any of the provisions of this Section 5.2.2 conflict with the terms of any Leased Fee Lease, such provisions shall not apply with respect to any Condemnation. If the any Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of If all or any part of the Property Collateral, or any interest therein or right accruing thereto, is taken as a result of, or in lieu or in anticipation of, the exercise of the right of condemnation or eminent domain, or by reason of the temporary requisition of the use or occupancy of the Mortgaged Property, in any event by any government or quasi-governmental authority, civil or military, or any other party entitled to exercise such powers by law, general or special, or is devalued or otherwise adversely affected by any of the foregoing actions, all proceeds payable with respect to any such action are assigned to Mortgagee and shall deliver be paid to Lender a copy Mortgagee. Mortgagee shall be under no obligation to question the amount of any such award or compensation and all papers served may accept the same in the amount in which the same shall be paid. The proceeds of any award or compensation so received shall, at the option of the Mortgagee, either be applied to the payment of the Debt or be paid over to the Mortgagor for the restoration of the Improvement. Mortgagor, immediately upon obtaining knowledge of the institution or threatened institution, of any proceedings for the Mortgaged Property, or any part thereof, by condemnation or eminent domain, will notify the Mortgagee of the pending of such proceedings. Mortgagee shall have the right to intervene and participate in any proceedings for and in connection with such proceedingsany taking referred to in this Paragraph. Provided no Event of Default has occurred and is continuing, in Mortgagor shall not enter into any agreement for the event of a Condemnation where the amount taking of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that Mortgaged Property or any part thereof with any person or persons authorized to acquire the same is effected by condemnation or eminent domain, unless the Mortgagee shall have consented thereto in a commercially reasonable and timely mannerwriting. In the event a Condemnation where the amount Any of the taking exceeds foregoing actions are sometimes called a “condemnation” or “taking” in this Mortgage and the Restoration Threshold or if an Event other Loan Documents. Such proceeds include, without limitation, severance damages, damages arising from the change of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense grade of any such proceedingsstreet or the access thereto, the taking of air rights and damages caused by noise, pollutants and other emissions. Notwithstanding any Condemnationsuch taking or other injury or decrease in value, Borrower or the availability of any proceeds for any of the foregoing, Mortgagor shall continue to pay the Debt at the time and in the manner provided for its payment in required by the Note Loan Documents. Mortgagee’s rights under this Paragraph will survive the foreclosure or other enforcement of this Mortgage, and in this Agreement. Lender shall not be limited Mortgagee will have the right to receive and retain all proceeds to the extent of any deficiency which exists upon such foreclosure or other enforcement, together with legal interest paid on thereon, and to the Award by any Governmental Authority but shall be entitled to receive out extent of the Award interest at the rate or rates provided herein or reasonable counsel fees, costs and disbursements incurred by Mortgagee in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply connection with the provisions collection of Section 5.3such proceeds. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender Such right shall have the right, exist whether or not a deficiency judgment on the Note shall have been sought, sought or recovered or denieddenied upon the Note. The remaining balance of such proceeds, if any, will inure to receive the Award, or a portion thereof sufficient to pay benefit of the Debtparty entitled thereto by applicable law.

Condemnation. Borrower shall reasonably promptly give Lender prompt notice of the commencement or of any actual or threatened in writing proceeding for the Condemnation by of any Governmental Authority of all or any part of the Individual Property and shall cause Mortgage Borrower and Maryland Owner to deliver to Lender a copy copies of any and all papers served by any Governmental Authority in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower Lender may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, participate in any litigation and settlement discussions in respect thereof such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by Lender it to permit such participation; provided, however, that in the event of a Condemnation with respect to an Individual Property where the amount of the taking does not exceed the Restoration Threshold, Mortgage Borrower and Maryland Owner may settle and compromise such Condemnation without Lender's participation so long as (a) no Event of Default is continuing and (b) such settlement is carried out in a commercially reasonable and timely manner. Borrower shallshall cause Mortgage Borrower and Maryland Owner, at its or their expense, to diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreementthe Loan Agreement and the Debt shall not be reduced until the Net Liquidation Proceeds After Debt Service have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award interest Net Liquidation Proceeds After Debt Service at the rate or rates provided herein or in the Note. If the any Individual Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower shall cause Mortgage Borrower and Mortgage Owner to reasonably promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, applicable Individual Property and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender 6.4 of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the DebtMortgage Loan Agreement.

Condemnation. Borrower and Equity Owner (as applicable) shall promptly give Lender prompt notice of any the actual or threatened commencement of any proceeding for the Condemnation by of any Governmental Authority of all or any part of the Individual Property and shall deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event Subject to the rights of Default has occurred and is continuingMortgage Lender under the Mortgage Loan Agreement, Lender may participate in any such proceedings (subject to the event applicable Condominium Documents) in which the Award or the costs of a Condemnation where completing the amount Restoration are equal to or greater than the larger of (x) five percent (5%) of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount Allocated Loan Amount of the taking exceeds the Restoration Threshold or if an Event of Default then existsapplicable Individual Property and (y) $1,000,000, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower and Equity Owner (as applicable) shall from time to time deliver to Lender all instruments requested by Lender it to permit such participation. Borrower shallshall (or shall cause Mortgage Borrower to) and Equity Owner shall (or shall cause Operating Lessee to), as applicable, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and reasonably cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the any Individual Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower shall (or shall cause Mortgage Borrower to) and Equity Owner shall (or shall cause Operating Lessee to), as applicable, promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, applicable Individual Property and otherwise comply with the provisions of Section 5.36.4 of the Mortgage Loan Agreement. If the Individual Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower shall give Lender prompt notice Mortgagor, immediately upon obtaining knowledge of the institution of any actual or threatened Condemnation by any Governmental Authority proceeding for either (a) the condemnation of all the Mortgaged Property or any part portion thereof, or (b) the change of grade or widening of streets affecting or abutting the Premises shall notify Mortgagee of the Property pendency of such proceeding. Mortgagee may participate in any such proceeding, in its own name and/or as Mortgagor's attorney-in-fact, as hereinbelow provided (with Mortgagee being represented in either case by attorneys selected by Mortgagee, whose fees and expenses Mortgagor shall pay upon demand), and, upon Mortgagee's request, Mortgagor shall deliver to Lender a copy Mortgagee instruments which shall facilitate such participation. Mortgagor hereby irrevocably and unconditionally (x) assigns to Mortgagee all of Mortgagor's right, title and interest in and to any and all papers served award or other compensation payable pursuant to or in connection with any such proceedingsproceeding and agrees to pay (and directs all Governmental Authorities to pay) to Mortgagee any such award or other compensation, and (y) appoints Mortgagee as Mortgagor's true and lawful attorney-in-fact, coupled with an interest, in Mortgagor's name and stead, with full power of substitution to commence, appear in and prosecute any such proceeding, to settle or compromise any claim in connection therewith, to collect and receive such award or other compensation and to take such other actions as Mortgagee may determine are necessary or desirable. Provided Mortgagee shall be under no Event obligation to question the amount of Default any such award or other compensation and may accept the same in the amount in which the same shall be paid. The proceeds of any award or other compensation so received (including any award for change of grade or widening of streets affecting or abutting the Premises) shall be applied (i) first to reimbursing Mortgagee for all costs incurred by it in any such proceeding, (ii) second to the prepayment of the principal of the Note, in whole or in part (to installments in inverse order of maturity), all accrued and unpaid interest thereon at the rate of interest provided therein and in the Loan Agreement, including any applicable Prepayment Charge, and (iii) third to the payment of such other obligations and/or liabilities of Mortgagor under the Loan Documents as Mortgagee shall determine. The balance, if any, of such proceeds shall be payable to whoever may be legally entitled to the same. Unless and until Mortgagee has occurred actually received moneys with respect to the subject matter of this Section 1.14 and applied such moneys to reduction of the indebtedness secured by this Mortgage, Mortgagor shall continue to make all payments provided for in the Loan Documents strictly in accordance with the provisions thereof. Notwithstanding the provisions of the immediately preceding paragraph, provided no default exists hereunder, Mortgagee agrees to apply any such condemnation award proceeds received by it to the reimbursement of Mortgagor's costs of restoring the Improvements. Advances of condemnation award proceeds shall be made to Mortgagor from time to time in the same manner and subject to the same conditions as advances of building loan proceeds are made under the Loan Agreement, or if this Mortgage is continuingnot a building loan mortgage, in accordance with Mortgagee's standard construction lending practices, terms and conditions; amounts not required for such purposes shall be applied, at Mortgagee's option, to the prepayment of the Note and to interest accrued and unpaid thereon (at the rate of interest provided therein regardless of the rate of interest payable on the award by the condemning authority) in such order and proportions as Mortgagee may elect. In no event shall Mortgagee be required to advance such proceeds to Mortgagor unless Mortgagee shall have (i) received satisfactory evidence that the funding/expiration dates of the commitment, if any, for the permanent financing of the Improvements have been extended for such period of time as is reasonably necessary to complete said restoration and (ii) reasonably determined that the restoration of the Improvements to an economically viable architectural whole can be completed by the then Maturity Date of the Note at a cost which does not exceed the amount of available condemnation award proceeds or, in the event that such proceeds are reasonably determined by Mortgagee to be inadequate, Mortgagee shall have received from Mortgagor a cash deposit equal to the excess of a Condemnation where said estimated cost of restoration over the amount of said available proceeds. If the taking does conditions for the advance of condemnation award proceeds for restoration set forth in clauses (i) and (ii) above are not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount satisfied within sixty (60) days of the taking exceeds the Restoration Threshold Mortgagee's receipt thereof or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent actual restoration shall not be unreasonably withheld or delayed) and Lender have been commenced within such period, Mortgagee shall have the opportunity option at any time thereafter to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time apply such condemnation award proceeds to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense payment of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest accrued and unpaid thereon (at the rate or rates of interest provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration therein regardless of the Property, regardless rate of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment interest payable on the Note shall have been sought, recovered or denied, to receive award by the Award, or a portion thereof sufficient to pay the Debtcondemning authority) in such order and proportions as Mortgagee may elect.

Condemnation. Borrower shall promptly give Lender prompt notice of any the actual or threatened commencement of any proceeding for the Condemnation by any Governmental Authority of all or any part of the Property and shall deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower Lender may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, participate in any litigation and settlement discussions in respect thereof such proceedings, and Borrower shall from time to time promptly deliver to Lender all instruments requested by Lender it to permit such participation. Lender shall have the right, at its option, to approve the final settlement with respect to any Condemnation in which Net Proceeds or the costs to complete the Restoration are equal to or greater than the Restoration Threshold. If a Default or an Event of Default exists, Lender shall have the exclusive right, at its option, to settle any Award in the event of a Condemnation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, Property and otherwise comply with the provisions of Section 5.37.4 hereof. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of all or any part of the Property and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; Condemnation provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, Property and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower shall give promptly notify Lender prompt notice of any actual action or threatened Condemnation by proceeding relating to any Governmental Authority of all condemnation or any part other taking, whether direct or indirect, of the Property Property, or part thereof, and Borrower shall deliver appear in and prosecute any such action or proceeding unless otherwise directed by Lender in writing. Borrower authorizes Lender, at Lender's option, as attorney-in-fact for Borrower, to Lender a copy commence, appear in and prosecute, in Lender's or Borrower's name, any action or proceeding relating to any condemnation or other taking of the Property, whether direct or indirect, and to settle or compromise any and all papers served claim in connection with such proceedingscondemnation or other taking. Provided no Event The proceeds of Default has occurred and is continuingany award, payment or claim for damages, direct or consequential, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Thresholdconnection with any condemnation or other taking, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold whether direct or if an Event of Default then existsindirect, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless or part thereof, or for conveyances in lieu of whether an Award condemnation, are hereby assigned to and shall be paid to Lender subject, if this Instrument is available on a leasehold, to the rights of lessor under the ground lease. Borrower authorizes Lender to apply such awards, payments, proceeds or made availabledamages, and otherwise comply with after the provisions deduction of Section 5.3. If Lender's expenses incurred in the collection of such amounts, at Lender's option, to restoration or repair of the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender payment of the Award, Lender shall have the rightsums secured by this Instrument, whether or not a deficiency judgment on then due, in the Note shall have been soughtorder of application set forth in paragraph 3 hereof, recovered or deniedwith the balance, if any, to receive Borrower. Unless Borrower and Lender otherwise agree in writing, any application of proceeds to principal shall not extend or postpone the Awarddue date of the monthly installments referred to in paragraphs 1 and 2 hereof or change the amount of such installments. Borrower agrees to AHFC# execute such further evidence of assignment of any awards, proceeds, damages or a portion thereof sufficient to pay the Debtclaims arising in connection with such condemnation or taking as Lender may require.

Condemnation. Borrower shall give Lender prompt notice promptly notify, or cause to be notified, Administrative Agent of any the actual or threatened commencement of any proceeding for the Condemnation by of any Governmental Authority Mortgaged Property of all which Borrower has Knowledge and deliver or any part of the Property and shall deliver cause to Lender a copy be diligently delivered to Administrative Agent copies of any and all material papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower Administrative Agent may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, participate in any litigation such proceedings, and settlement discussions in respect thereof and the Borrower shall from time to time deliver to Lender Administrative Agent all instruments requested by Lender them to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of cause to be diligently prosecuted any such proceedings. Borrower may settle and compromise the Proceeds of any Condemnation where the loss exceeds $2,500,000 (a “Material Condemnation”) only with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Borrower may settle and compromise the Proceeds of any Condemnation that is not a Material Condemnation without the consent of the Administrative Agent. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including but not limited to any transfer made in lieu of or in anticipation of the exercise of such taking), the Borrower shall continue to pay the Debt Obligations at the time and in the manner provided for its payment in herein and the Note other Loan Documents, and in this Agreementthe Obligations shall not be reduced unless and until any Proceeds shall have been actually received and applied by Administrative Agent, after the deduction of expenses of collection, to the reduction or discharge of the Obligations pursuant to the terms of Section 5.5(3) or 5.5(4) above. Lender Administrative Agent shall not be limited to the interest paid on such Proceeds by the Award by any Governmental Authority condemning authority but shall be entitled to receive out of the Award such Proceeds interest at the rate or rates provided herein applicable to the Loans. To the extent the Proceeds of any Condemnation are to be applied by Administrative Agent pursuant to Section 5.5(3) or in 5.5(4) above, the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior cause such Proceeds to be paid directly to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, Administrative Agent to receive the Award, or a portion thereof sufficient be held and applied pursuant to pay the Debtsuch provisions.

Condemnation. Borrower shall (a) promptly give Lender prompt notice of any the actual or threatened Condemnation by commencement of any Governmental Authority of all condemnation or any part of eminent domain proceeding affecting the Property and shall Land and/or the Improvements, (b) deliver to Lender a copy copies of any and all papers served in connection with such proceedingsproceedings and (c) shall promptly commence and diligently prosecute the Restoration of the Property in accordance with Section 4.4 hereof; provided, however, after the occurrence of an Annex Lease Event occurring as a result of a termination of the Annex Sublease pursuant to Section 18.01 thereof (the “Permitted Annex Termination (Condemnation)”; together with the Permitted Annex Termination (Casualty), collectively or individually (as the context requires) the “Permitted Annex Termination”), Borrower’s sole Restoration obligations with respect to the Annex Premises shall be to satisfy the Annex Restoration Conditions. Provided no Lender is hereby irrevocably appointed as Borrower’s attorney in fact coupled with an interest, with exclusive powers to collect, receive and apply to the Debt (or provide to Borrower to pay for Restoration) any award or payment for any taking accomplished through a condemnation or eminent domain proceeding and, at any time during which an Event of Default has occurred and is continuing, to make any compromise or settlement in connection therewith. All condemnation awards or proceeds shall be either (i) paid to Lender for application against the event of a Condemnation where the amount Debt or (ii) applied to Restoration of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected Property in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only accordance with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedingsSection 4.4 hereof. Notwithstanding any Condemnationtaking by any public or quasi public authority through eminent domain or otherwise (including but not limited to any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementSecurity Instrument and the Debt shall not be reduced until any award or payment therefor shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award award interest at the rate or rates provided herein or in the Note. If Any award or payment to be applied to the Property reduction or discharge of the Debt or any portion thereof may be so applied whether or not the Debt or such portion thereof is taken by any Governmental Authority, Borrower shall promptly commence then due and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3payable. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Awardaward or payment, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been or may be sought, recovered or denied, to receive the Awardaward or payment, or a portion thereof sufficient to pay the unpaid portion of the Debt. Notwithstanding anything contained in this Section 3.6 or this Security Instrument to the contrary, but subject to the provisions of Section 4.4, below, Lender may elect to (y) apply the net proceeds of any condemnation award (after deduction of Lender’s reasonable costs and expenses, if any, in collecting the same) in reduction of the Debt in such order and manner as Lender may elect, whether due or not, or (z) make the proceeds available to Borrower for the restoration or repair of the Property. Any implied covenant in this Security Instrument restricting the right of Lender to make such an election is waived by Borrower. In addition, Borrower hereby waives the provisions of any law prohibiting Lender from making such an election.

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of all or any part of the Individual Property and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Individual Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, Individual Property and otherwise comply with the provisions of Section 5.3. If the Individual Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower shall give promptly notify Lender prompt notice of any actual action or threatened Condemnation by proceeding relating to any Governmental Authority of all condemnation or any part other taking, whether direct or indirect, of the Property Property, or part thereof, and Borrower shall deliver appear in and prosecute any such action or proceeding unless otherwise directed by Lender in writing. Borrower authorizes Lender, at Lender’s option, as attorney-in-fact for Borrower, to Lender a copy commence, appear in and prosecute, in Lender’s or Borrower’s name, any action or proceeding relating to any condemnation or other taking of the Property, whether direct or indirect, and to settle or compromise any and all papers served claim in connection with such proceedingscondemnation or other taking. Provided no Event The proceeds of Default has occurred and is continuingany award, payment or claim for damages, direct or consequential, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Thresholdconnection with any condemnation or other taking, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold whether direct or if an Event of Default then existsindirect, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless or part thereof, or for conveyances in lieu of whether an Award condemnation, are hereby assigned to and shall be paid to Lender subject, if this Instrument is available or made availableon a leasehold, and otherwise comply with to the provisions rights of lessor under the ground lease. Subject to the terms of Section 5.3. If 5 above, Borrower authorizes Lender to apply such awards, payments, proceeds or damages, after the deduction of Lender’s expenses incurred in the collection of such amounts, at Lender’s option, to restoration or repair of the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender payment of the Award, Lender shall have the rightsums secured by this Instrument, whether or not a deficiency judgment on then due, in the Note shall have been soughtorder determined by Lender, recovered or deniedwith the balance, if any, to receive Borrower. Unless Borrower and Lender otherwise agree in writing, any application of proceeds to principal shall not extend or postpone the Awarddue date of the monthly installments due hereunder or under any of the Loan Documents or change the amount of such installments. Borrower agrees to execute such further evidence of assignment of any awards, proceeds, damages or a portion thereof sufficient to pay the Debtclaims arising in connection with such condemnation or taking as Lender may require.

Condemnation. Each Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of all or any part of the any Mezzanine Property (provided that notice shall not be required for a Condemnation which could result in less than $50,000 in Condemnation Proceeds) and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. At the same time any Mortgage Borrower provides Mortgage Lender with notice of any Condemnation to any Mortgage Property, Borrowers shall cause such notice to be delivered to Lender. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, a Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, a Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s Borrowers' cost, in any litigation and settlement discussions in respect thereof and each Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Each Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, each Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the any Mezzanine Property or any portion thereof is taken by any Governmental AuthorityAuthority and provided Lender permits the applicable Borrower to utilize the Net Proceeds, if any, for the Restoration of the applicable Property, each Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, such Mezzanine Property and otherwise comply with the provisions of Section 5.3. If the such Mezzanine Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower shall promptly give Lender prompt notice of any the actual or threatened commencement of any proceeding for the Condemnation by of any Governmental Authority of all Individual Property (or any part portion thereof) of the Property which Borrower has knowledge and shall deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower Lender may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, participate in any litigation such proceedings, and settlement discussions in respect thereof and Borrower Xxxxxxxx shall from time to time deliver to Lender all instruments requested by Lender it to permit such participation. Borrower shallshall (or shall cause a Tenant to, as applicable), at its expenseexpense or the expense of the Tenant, as applicable, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including but not limited to any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the any Individual Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, Property subject to and otherwise comply in accordance with the provisions of Section 5.37.4. Borrower shall pay all costs of Restoration whether or not such costs are covered by the Net Proceeds. If the any Individual Property (or portion thereof) is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt. Notwithstanding the foregoing or anything to the contrary contained herein, if, in connection with any Casualty or Condemnation, a prepayment of the Debt (in whole or in part) is required under REMIC Requirements, (a) the applicable Net Proceeds shall be applied to the Debt in accordance with Section 7.4(c) hereof and (b) to the extent that the amount of the applicable Net Proceeds actually applied to the Debt in connection therewith is insufficient under REMIC Requirements, Borrower shall, within five (5) days of demand by Lender, prepay the principal amount of the Debt in accordance with the applicable terms and conditions hereof in an amount equal to such insufficiency plus the amount of any then applicable Interest Shortfall (such prepayment, together with any related Interest Shortfall payment, collectively, the “REMIC Payment”). Lender may require Borrower to deliver a REMIC Opinion in connection with each of the foregoing.

Condemnation. Borrower The Mortgagee may, at its option, in its own name (a) appear or proceed in any condemnation proceeding, and (b) make any compromise or settlement thereof, provided that so long as the Mortgagor promptly prosecutes any compromise or settlement thereof, the Mortgagor shall control any compromise or settlement proceeding with the result thereof being subject to the Mortgagee’s approval. The Mortgagor shall give Lender prompt the Mortgagee immediate notice of the initiation of any actual or threatened Condemnation by any Governmental Authority of all or any part of the Property condemnation proceeding, and shall deliver to Lender a copy of any every pleading, notice and all papers other items served in connection any condemnation proceeding. Mortgagor hereby assigns, transfers and sets over unto the Mortgagee the entire proceeds of any award or any claim for damages for any of the Premises taken or damaged under the power of eminent domain or by condemnation. In the event the condemnation proceeds for the Premises (when aggregated with any prior condemnation proceeds for the Premises during the term of the Affiliate Notes) is less than or equal to $200,000, then, after deducting therefrom any expenses incurred in the collection thereof, such proceedings. Provided proceeds shall, if requested by Mortgagor in writing within thirty (30) days after the proceeds become available, be made available to Mortgagor for the purpose of paying the cost of rebuilding or restoring of the Improvements if (i) the Premises, in Mortgagee’s sole and absolute discretion is capable of being restored, (ii) the proceeds, together with all other funds which are to be provided by Mortgagor, are sufficient to restore the Premises, (iii) Mortgagee determines that income from the Premises shall not be materially affected following the completion of the restoration or rebuilding, (iv) no Event of Default has occurred then exists hereunder or under any other Loan Document, and no circumstance or condition exists that would constitute an Event of Default upon the giving of notice or the passage of time, or both, and (v) the rebuilding and restoration is continuingreasonably estimated to be completed at least one hundred eighty (180) days prior to the Maturity Date or any Call Date, as those terms are defined in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely mannerAffiliate Notes. In the event a Condemnation where the amount condemnation proceeds exceed $200,000 (when aggregated with prior condemnation awards as aforesaid), or if clauses (i) through (v) immediately preceding are not satisfied, Mortgagee may elect to apply the proceeds of the taking exceeds award upon or in reduction of the Restoration Threshold Guaranteed Obligations, whether due or if an Event not, or make said proceeds available for restoration or rebuilding of Default then existsthe Premises. In the event that Mortgagee makes said proceeds available to reimburse Mortgagor for the cost of the rebuilding or restoration of the Improvements, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent such proceeds shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and made available in the manner provided and under the conditions that Mortgagee may require. If Mortgagee makes the proceeds of the award available to Mortgagor for its payment in restoration, the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but Improvements shall be entitled restored or rebuilt in accordance with plans and specifications to receive out be submitted to and approved by Mortgagee prior to commencement of the Award interest at the rate any building or rates provided herein or in the Noterestoration. If the Property proceeds are made available by Mortgagee to reimburse Mortgagor for the cost of said rebuilding or restoration, any portion thereof is taken by any Governmental Authority, Borrower surplus which may remain out of said award after payment of such cost of rebuilding or restoration shall promptly commence and diligently prosecute at the Restoration option of Mortgagee be applied on account of the Property, regardless of whether an Award is available Guaranteed Obligations or made available, and otherwise comply with the provisions of Section 5.3be paid to any party entitled thereto. If the Property is sold, through foreclosure or otherwise, prior No interest shall be allowed to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment Mortgagor on the Note shall have been sought, recovered or denied, to receive proceeds of any award held by the Award, or a portion thereof sufficient to pay the DebtMortgagee.

Condemnation. Borrower shall (and shall cause Mortgage Borrower to) promptly give Lender prompt notice of any the actual or threatened commencement of any proceeding for the Condemnation by of any Governmental Authority of all Individual Property (or any part portion thereof) of the Property which Borrower or Mortgage Borrower has knowledge and shall (and shall cause Mortgage Borrower to) deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred Subject to Mortgage Lender’s rights under the Mortgage Loan Documents and is continuingMezzanine A Lender’s rights under the Mezzanine A Loan Documents, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower Lender may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, participate in any litigation and settlement discussions in respect thereof such proceedings, and Borrower shall from time to time deliver to (and cause Mortgage Borrower to deliver to) Lender all instruments requested by Lender it to permit such participation. Borrower shallshall cause Mortgage Borrower to, at its Borrower’s or Mortgage Borrower’s expense, diligently prosecute any such proceedings, and shall to consult with Lender, its attorneys and experts, and to cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including but not limited to any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the any Individual Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration of the PropertyProperty (or cause Tenant to do so, regardless of whether an Award is available or made available, and otherwise comply as applicable) in accordance with the provisions of Section 5.37.4 of the Mortgage Loan Agreement, Section 7.4 of the Mezzanine A Loan Agreement and Section 7.4 hereof. If Borrower shall cause Mortgage Borrower or Tenant, as applicable, to pay all costs of Restoration whether or not such costs are covered by the Net Proceeds. Subject to Mortgage Lender’s rights under the Mortgage Loan Documents and Mezzanine A Lender’s rights under the Mezzanine A Loan Documents, if the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.. 101

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened (in writing) Condemnation by any Governmental Authority of all or any part of the Property and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, continuing and in the event of a Condemnation where the amount value of the taking does not exceed the Restoration Threshold, in Lender’s reasonable determination, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event of a Condemnation where the amount value of the taking exceeds the Restoration Threshold Threshold, in Lender’s reasonable determination, or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments reasonably requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and reasonably cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, subject to delays due to Force Majeure, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, Property and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower shall give Lender prompt notice (a) Mortgagor hereby irrevocably assigns to the Mortgagee any award or payment which become payable by reason of any actual or threatened Condemnation by any Governmental Authority taking of all the Mortgaged Property, or any part thereof, whether directly or indirectly or temporarily or permanently, in or by condemnation or other eminent domain proceedings or by reason of sale under threat thereof, or in anticipation of the Property and shall deliver to Lender a copy exercise of the right of condemnation or other eminent domain proceedings or by reason of sale under threat thereof, or in anticipation of the exercise of the right of condemnation or other eminent domain proceedings (hereinafter called "Taking"). Forthwith upon receipt by Mortgagor of notice of the institution of any proceedings or negotiations for a Taking, Mortgagor shall give notice thereof to Mortgagee. Mortgagee may appear in any such proceedings and all papers served participate in connection with any such proceedingsnegotiations and may be represented by counsel. Provided no Event of Default has occurred and is continuingMortgagor, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower notwithstanding that Mortgagee may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity a party to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, will promptly give to Mortgagee copies of all notices, pleadings, judgments, determinations and other papers received by Mortgagor therein. Mortgagor will not enter into any agreement permitting or consenting to the taking of the Mortgaged Property, or any part thereof, or providing for the conveyance thereof in lieu of condemnation, with anyone authorized to acquire the same in condemnation or by eminent domain unless Mortgagee shall consult with Lenderfirst have consented thereto in writing, which consent will not be unreasonably withheld. All Taking awards shall be adjusted jointly by Mortgagor and Mortgagee. All awards payable as a result of a Taking shall be paid to Mortgagee, which may, at its attorneys option, apply them, after first deducting Mortgagee's and experts, and cooperate with them Mortgagor's reasonable expenses incurred in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationcollection thereof, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out payment of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the rightIndebtedness, whether or not a deficiency judgment on due and in such order of application as Mortgagee may determine, or to the repair or restoration of the Mortgaged Property, in such manner as Mortgagee may determine. Any application of taking awards to principal of the Note shall have been sought, recovered not extend or denied, to receive postpone the Award, due dates of the monthly installments payable under the Note or a portion thereof sufficient to pay change the Debtamount of such installments.

Condemnation. Borrower shall promptly give Lender prompt notice of any the actual or threatened (in writing) commencement of any proceeding for the Condemnation by any Governmental Authority of all or any part portion of the Property and shall deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event Subject to the rights of Default has occurred and is continuingSenior Lender under the Senior Loan Documents, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower Lender may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, participate in any litigation and settlement discussions in respect thereof such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by Lender it to permit such participation. Borrower shall, at its expense, diligently prosecute (or cause Owner to diligently prosecute) any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note Notes and in this AgreementAgreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of reasonable out-of-pocket expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but the condemning authority but, subject to the rights of Senior Lender, shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the NoteNotes. If the Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property (or cause Owner to promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, ) and otherwise comply with the provisions of Section 5.35.4, whether or not an Award is available to pay the costs of such Restoration. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, subject to the rights of Senior Lender and whether or not a deficiency judgment on the Note Notes shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower shall promptly give Lender prompt Agent notice of any the actual or threatened Condemnation (upon receipt by Borrower of written notice of such threat) commencement of any Governmental Authority of all or any part proceeding for the condemnation of the Property and shall deliver to Lender a copy Agent copies of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation condemnation where the amount of the taking does not exceed the Restoration ThresholdFive Million Dollars ($5,000,000), Borrower may settle and compromise such Condemnationcondemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation condemnation where the amount of the taking exceeds the Restoration Threshold Five Million Dollars ($5,000,000) or if an Event of Default then exists, Borrower may settle and compromise the Condemnation condemnation only with the prior written consent of Lender Agent (which consent shall not be unreasonably withheld or delayed) and Lender Agent shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender Agent all instruments requested by Lender it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with LenderAgent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through condemnation or otherwise (including but not limited to any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay all amounts payable under the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the NoteLoan Documents. If the Property Project or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, Property and otherwise comply with the provisions of Section 5.3this Agreement. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender Lenders of the Awardany condemnation award, Lender Lenders shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Awardsuch award, or a portion thereof sufficient to pay the Debtremaining indebtedness.

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of If all or any part portion of the Property and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold be damaged or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender taken through condemnation (which consent term when used in this Mortgage shall not be unreasonably withheld include any damage or delayed) taking by any governmental or quasi-governmental authority and Lender shall have any transfer or grant by private sale made in anticipation of or in lieu thereof), either temporarily or permanently, then the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower entire Indebtedness shall, at its expensethe option of Mortgagee, diligently prosecute become immediately due and payable without prepayment premium and without notice to Borrower or any other person or entity. Promptly upon learning of the institution or the proposed, contemplated or threatened institution of any condemnation proceeding, Borrower shall notify Mortgagee of the pendency of such proceedings, and no settlement respecting awards in such proceedings shall consult with Lender, its attorneys and experts, and cooperate with them in be effected without the carrying on or defense consent of any such proceedingsMortgagee. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but Mortgagee shall be entitled to receive out all compensation, awards, proceeds and other payments or relief relating to or payable as a result of the Award interest such condemnation. Mortgagee is hereby authorized, at the rate or rates provided herein its option, to commence, appear in and prosecute, in its own or in the Notename of Borrower, any action or proceeding relating to any condemnation, and to settle or compromise any claim in connection therewith. All such compensation, awards, damages, claims, rights of action and proceeds and the right thereto are hereby assigned by Borrower to Mortgagee. If Mortgagee does not elect to declare the entire Indebtedness immediately due and payable, as provided above, then Mortgagee, after deducting from said condemnation proceeds all of its expenses incurred in the collection and administration of such sums, including, without limitation, attorneys' fees, may apply the net proceeds or any part thereof, at its option, [i] to a prepayment of the Agreement, without prepayment premium, [ii] to the repair and/or restoration of the Property upon such conditions as Mortgagee may determine, and/or [iii] for any other purposes or objects for which Mortgagee is entitled to advance funds under this Mortgage, all without reducing or impairing the lien of this Mortgage or any portion thereof is taken by obligations secured hereby. Any balance of such moneys then remaining shall be paid to Borrower or any Governmental Authorityother person or entity lawfully entitled thereto. Mortgagee shall not be obligated to see to the proper application of any amount paid over to Borrower. Borrower agrees to execute such further assignment of any compensation, Borrower shall promptly commence awards, damages, claims, rights of action and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3proceeds as Mortgagee may require. If the Property is sold, through foreclosure or otherwiseIf, prior to the receipt by Lender Mortgagee of such award or proceeds, the Award, Lender shall have the right, whether or not a deficiency judgment on the Note Property shall have been soughtsold on foreclosure of this Mortgage, recovered or deniedas a result of other legal action relating to this Notwithstanding the foregoing, Mortgagee shall release the net proceeds of any award paid to it for any taking of a portion of the Property to Borrower to be utilized by Borrower in the restoration of the Property and the improvements thereon to as good or better condition as existed immediately prior to such taking, to receive the Awardextent possible in light of the taking (the "Restoration"), or a portion thereof sufficient provided that such net proceeds shall be released upon such conditions as Mortgagee shall determine, including fulfillment of the following conditions to pay the Debt.satisfaction of Mortgagee, Mortgagee exercising its sole discretion:

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of If all or any part of the Property Collateral, or any interest therein or right accruing thereto, is taken as a result of, or in lieu or in anticipation of, the exercise of the right of condemnation or eminent domain, or by reason of the temporary requisition of the use or occupancy of the Mortgaged Property, in any event by any government or quasi-governmental authority, civil or military, or any other party entitled to exercise such powers by law, general or special, or is devalued or otherwise adversely affected by any of the foregoing actions, all proceeds payable with respect to any such action are assigned to Mortgagee and shall deliver be paid to Lender a copy Mortgagee. Mortgagee shall be under no obligation to question the amount of any such award or compensation and all papers served may accept the same in the amount in which the same shall be paid. The proceeds of any award or compensation so received shall, at the option of the Mortgagee, either be applied to the payment of the Debt or be paid over to the Mortgagor for the restoration of the Improvement. Mortgagor, immediately upon obtaining knowledge of the institution or threatened institution, of any proceedings for the Mortgaged Property, or any part thereof, by condemnation or eminent domain, will notify the Mortgagee of the pending of such proceedings. Mortgagee shall have the right to intervene and participate in any proceedings for and in connection with such proceedingsany taking referred to in this section. Provided no Event of Default has occurred and is continuing, in Mortgagor shall not enter into any agreement for the event of a Condemnation where the amount taking of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that Mortgaged Property or any part thereof with any person or persons authorized to acquire the same is effected by condemnation or eminent domain, unless the Mortgagee shall have consented thereto in a commercially reasonable and timely mannerwriting. In the event a Condemnation where the amount Any of the taking exceeds foregoing actions are sometimes called a “condemnation” or “taking” in this Mortgage and the Restoration Threshold or if an Event other Loan Documents. Such proceeds include, without limitation, severance damages, damages arising from the change of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense grade of any such proceedingsstreet or the access thereto, the taking of air rights and damages caused by noise, pollutants and other emissions. Notwithstanding any Condemnationsuch taking or other injury or decrease in value, Borrower or the availability of any proceeds for any of the foregoing, Mortgagor shall continue to pay the Debt at the time and in the manner provided for its payment in required by the Note Loan Documents. Mortgagee’s rights under this paragraph will survive the foreclosure or other enforcement of this Mortgage, and in this Agreement. Lender shall not be limited Mortgagee will have the right to receive and retain all proceeds to the extent of any deficiency which exists upon such foreclosure or other enforcement, together with legal interest paid on thereon, and to the Award by any Governmental Authority but shall be entitled to receive out extent of the Award interest at the rate or rates provided herein or reasonable counsel fees, costs and disbursements incurred by Mortgagee in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply connection with the provisions collection of Section 5.3such proceeds. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender Such right shall have the right, exist whether or not a deficiency judgment on the Note shall have been sought, sought or recovered or denieddenied upon the Note. The remaining balance of such proceeds, if any, will inure to receive the Award, or a portion thereof sufficient to pay benefit of the Debtparty entitled thereto by applicable law.

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of all or any part of the Property and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive and collect all Condemnation Proceeds, and all such compensation, awards, damages and other payments or relief, together with all rights and causes of action relating thereto or arising out of any Taking, are hereby assigned to Lender. Borrower shall execute such further assignments of the Award interest at Condemnation Proceeds as Lender may from time to time reasonably require. Without limiting the rate or rates provided herein or in generality of the Note. If foregoing, following the Property or occurrence of any portion thereof is taken by any Governmental AuthorityTaking, Borrower shall promptly commence give prompt notice thereof to Lender and diligently prosecute shall cause all Condemnation Proceeds payable as a result of such Taking to be paid to Lender as additional collateral security hereunder subject to the Restoration lien of the Mortgage and applied in accordance with Section 2.5. In the event of a Taking, Borrower shall cause all the Condemnation Proceeds in respect of such Taking to be paid to Lender which shall, except as provided in Section 7.8, apply such Condemnation Proceeds to reduce the Indebtedness in accordance with Section 2.5. All Condemnation Proceeds received in respect of a temporary Taking shall be deposited and maintained in the Cash Collateral Account, to be applied by Lender in the same manner as Rents (other than security deposits) received from Borrower with respect to the operation of the Property; provided, regardless however, that if the Condemnation Proceeds of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Awardsuch temporary Taking are paid in a lump sum in advance, Lender shall have hold such Condemnation Proceeds in a segregated interest-bearing escrow account with Lender or Servicer, as applicable, and Lender shall estimate the rightnumber of months that the Property will be affected by such temporary Taking, whether or not a deficiency judgment on and shall disburse from such escrow account into the Note shall have been sought, recovered or denied, to receive Cash Collateral Account each month during the Award, or a portion thereof sufficient pendency of such temporary Taking such Condemnation Proceeds required to pay the Debtfor such repair/restoration in such month.

Condemnation. Borrower shall promptly give Lender prompt notice of any the actual or threatened commencement of any proceeding for the Condemnation by any Governmental Authority of all or any part of the Property (or any portion thereof) of which Borrower has actual knowledge and shall cause Mortgage Borrower to deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event Subject to the rights of Default has occurred and is continuingMortgage Lender under the Mortgage Loan Agreement, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower Lender may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, participate in any litigation and settlement discussions in respect thereof such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by Lender it to permit such participation. Borrower shall, at its expense, cause Mortgage Borrower to diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including but not limited to any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of reasonable expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If any portion (but less than all) of the Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, Property and otherwise comply with the provisions of Section 5.37.4 of the Mortgage Loan Agreement. If the Property (or any portion thereof) is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, but subject to the rights of Mortgage Lender under the Mortgage Loan Documents, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower If the Project or any portion thereof shall give Lender prompt notice be damaged or taken through condemnation (which term, when used in this Agreement, shall include any damage or taking by any governmental authority, quasi-governmental authority, any party having the power of condemnation, or any transfer by private sale in lieu thereof), either temporarily or permanently, then Borrower, promptly upon obtaining knowledge of the institution of any actual or threatened Condemnation by any Governmental Authority of all or any part proceeding therefore, shall notify the Agent of the Property pendency of such proceeding. The Borrower authorizes the Agent, at the Agent’s option (but in no event shall the Agent be obligated to), as attorney in fact for Borrower, to commence, appear in and shall deliver prosecute, in the Agent’s or Borrower’s name, any action or proceeding relating to Lender a copy any condemnation or other taking of the Project and to settle or compromise any and all papers served claim in connection with such proceedings. Provided condemnation or other taking; provided, however, that so long as no Default or Event of Default has occurred and is continuing, continuing and so long as Borrower shall in the event of a Condemnation where the amount of the taking does not exceed the Restoration Thresholdgood faith diligently pursue such claim, Borrower may settle make proof of loss and compromise appear in any proceedings or 49 negotiations with respect to the settlement of such Condemnation; provided claim, except that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and not settle, adjust or compromise the Condemnation only with any such claim without the prior written consent of Lender (the Agent, which consent shall not be unreasonably withheld withheld; provided, further, that Borrower may make proof of loss and adjust and compromise any claim which is of an amount less than $1,000,000.00 so long as no Default or delayed) Event of Default has occurred and Lender is continuing and so long as Borrower shall have in good faith diligently pursue such claim. The proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation, or other taking of the opportunity Project, or part thereof, or for conveyances in lieu of condemnation, are hereby assigned and shall be paid to participatethe Agent. The Borrower authorizes the Agent to apply such awards, proceeds or damages, after the deduction of the Agent’s expenses incurred in the collection of such amounts, at Borrowerthe Agent’s costoption, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on restoration or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out repair of the Award interest at the rate Project or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration to payment of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the rightObligations, whether or not a deficiency judgment on then due (and in such order as the Note Agent may determine), with the balance, if any, to Borrower. Notwithstanding anything in this §7.9 to the contrary, the Agent shall make the net condemnation award available to Borrower to restore and repair the Project, provided that (a) no Default or Event of Default shall have occurred and be continuing, (b) Borrower shall have provided to the Agent additional cash security in an amount equal to the amount reasonably estimated by the Agent to be the amount in excess of such award which would be required to complete such repair or restoration, (c) the Agent shall determine that such repair or reconstruction can be completed prior to the Maturity Date, (d) the Agent shall have determined that the Project can be restored to the same value, utility and substantially similar condition existing immediately prior to such taking, (e) the plans and specifications, construction budget, construction contracts and construction schedule for any such repair, rebuilding or restoration are furnished to the Agent in form and substance satisfactory to the Agent and are approved by the Agent, and (f) the Agent receives evidence satisfactory to it that any such restoration, repair or rebuilding complies in all material respects with any and all applicable state, federal and local laws, ordinances and regulations, including without limitation, zoning laws, ordinances and regulations, and that all required permits, licenses and approvals relative thereto have been soughtissued and remain in full force and effect. Any excess condemnation award shall be applied to the payment of the Obligations. Borrower agrees to execute such further assignment of any awards, recovered proceeds, damages or denied, to receive claims arising in connection with such condemnation or injury that the Award, or a portion thereof sufficient to pay the DebtAgent may reasonably require.

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of all or any part of the Property and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, continuing and in the event of a Condemnation where the amount value of the taking does not exceed the Restoration Threshold, in Lender’s reasonable determination, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount value of the taking exceeds the Restoration Threshold Threshold, in Lender’s reasonable determination, or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower Bxxxxxxx shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, Property and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender Lxxxxx of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower shall promptly give Lender prompt notice of any the actual or threatened commencement of any proceeding for the Condemnation by any Governmental Authority of all or any part of the Property and shall deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, Lender may participate in the event any such proceedings that relate to a Condemnation of a Condemnation where the amount material portion of the taking does not exceed the Restoration ThresholdProperty, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and in the case of such proceedings that relate to a Condemnation of a material portion of the Property, shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If any portion of the Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, Property pursuant to Section 6.4 hereof and otherwise comply with the provisions of Section 5.36.4 hereof. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower and Baltimore Owner shall promptly give Lender prompt notice of any the actual or threatened commencement of any proceeding for the Condemnation by of any Governmental Authority of all or any part of the Individual Property and shall deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower Lender may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, participate in any litigation and settlement discussions in respect thereof such proceedings, and Borrower and Baltimore Owner shall from time to time deliver to Lender all instruments requested by Lender it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower and Baltimore Owner shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the any Individual Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower and Baltimore Owner shall promptly with reasonable diligence commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available applicable Individual Property or made available, any portion thereof and otherwise comply with the provisions of Section 5.36.4. If the any Individual Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt. Notwithstanding the foregoing, or any other provision herein to the contrary, Borrower’s and Baltimore Owner’s obligation to commence and pursue Restoration of an Individual Property shall not be deemed to obligate Borrower and Baltimore Owner to acquire any additional land to substitute for any portion of any Individual Property which may be taken by Condemnation.

Condemnation. Borrower shall give promptly notify Lender prompt notice of any actual action or threatened Condemnation by proceeding relating to any Governmental Authority of all condemnation or any part other taking, whether direct or indirect, of the Property Property, or part thereof, and Borrower shall deliver appear in and prosecute any such action or proceedings unless otherwise directed by Lender in writing. Borrower authorizes Lender, after consultation with Borrower, at Lender's option, as attorney-in-fact for Borrower to Lender a copy commence, appear in and prosecute, in Lender's or Borrower's name any action or proceeding relating to any condemnation or other taking of the Property, whether direct or indirect, and to settle or compromise any and all papers served claim in connection with such proceedingscondemnation or other taking. Provided no Event The proceeds of Default has occurred and is continuingany award, payment or claim for damages, direct or consequential, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Thresholdconnection with any condemnation or other taking, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold whether direct or if an Event of Default then existsindirect, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless or part thereof, or for conveyances in lieu of whether an Award is available condemnation, are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to apply such awards, payments, proceeds or made availabledamages, and otherwise comply with after the provisions deduction of Section 5.3. If Lender's expenses incurred in the collection of such amounts, at Lender's option, to restoration or repair of the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender payment of the Award, Lender shall have the rightsums secured by this Instrument, whether or not a deficiency judgment on then due, in the Note shall have been soughtorder of application set forth in paragraph 3 hereof, recovered or deniedwith the balance, if any, to receive Borrower. Unless Borrower and Lender otherwise agree in writing, any application of proceeds to principal shall not extend or postpone the Awarddue date of the monthly installments referred to in paragraphs 1 and 2 hereof or charge the amount of such installments. Borrower agrees to execute such further evidence of assignment of any awards, proceeds, damages or a portion thereof sufficient to pay the Debtclaims arising in connection with such condemnation or taking as Lender may require.

Condemnation. Borrower Mortgagor shall promptly give Lender prompt each Mortgagee notice of any the actual or threatened Condemnation by commencement of any Governmental Authority of all condemnation or any part of the Property eminent domain proceeding and shall deliver to Lender a copy each Mortgagee copies of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower A Mortgagee may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, participate in any litigation such proceedings, and settlement discussions in respect thereof and Borrower Mortgagor shall from time to time deliver to Lender such Mortgagee all instruments requested by Lender such Mortgagee to permit such participation. Borrower Mortgagor shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lendereach Mortgagee, its respective attorneys and experts, and cooperate with each of them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through eminent domain or otherwise (including but not limited to any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower Mortgagor shall continue to pay the Debt Debts at the time and in the manner provided for its payment in the Note Debentures and in this AgreementSecurity Instrument and the Debts shall not be reduced until any award or payment therefor shall have been actually received and applied by the Mortgagees, after the deduction of expenses of collection, to the reduction or discharge of the Debts. Lender A Mortgagee shall not be limited to the interest paid on the Award award by any Governmental Authority the condemning authority but each shall be entitled to receive out of the Award award interest at the rate or rates provided herein or in the NoteDebentures. If the Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower Mortgagor shall promptly commence and diligently prosecute the Restoration of the remaining portion of the Property, regardless of whether an Award is available or made availableif any, and otherwise comply with the provisions of Section 5.34.3 of this Security Instrument, except in instances where the Mortgagees have failed or elected not to disburse Net Proceeds to Mortgagor under such Section 4.3 (provided that such exception shall not apply if the failure to disburse is attributable to Mortgagor’s failure to comply with the conditions set forth in clauses (A), (D) or (I) of Subsection 4.3(b)(i) or in Subsection 4.3(b)(ii) or any other conditions set forth in Section 4.3 which Mortgagor has the practical ability to satisfy). If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender the Mortgagees of the Awardaward or payment, Lender a Mortgagee shall have the right, whether or not a deficiency judgment on the Note Debentures shall have been sought, recovered or denied, to receive the Awardaward or payment, or a portion thereof sufficient to pay the DebtDebts.

Condemnation. Borrower shall give represents to Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of all that to Borrower's knowledge and belief no eminent domain proceedings affecting the Property or any part of the Property and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely mannerthereof are pending or threatened. In the event Borrower acquires knowledge or notice that any entity (public or private) having the right of eminent domain (herein called a Condemnation where "Condemning Authority") may or does intend to acquire or has threatened to institute or has instituted condemnation proceedings to acquire the amount of the taking exceeds the Restoration Threshold Property, any part thereof or if an Event of Default then existsany interest therein, Borrower may settle shall promptly give Lender written notice of full details with regard thereto. Lender shall be notified of and compromise have the Condemnation only right to participate in all negotiations with any Condemning Authority and Borrower shall not grant to any Condemning Authority any right, title or interest in or to the Property or any part thereof (in lieu of eminent domain or condemnation proceedings or otherwise) without the prior written consent of Lender to, and the joinder of Lender with Borrower in, any such grant. Borrower has transferred and assigned, and does hereby transfer and assign unto Lender (which consent i) the full amount of and right to receive and be paid the full amount of all consideration and, or, damages for injury or damage to the Property paid or to be paid by any Condemning Authority for and, or, by virtue of the grant, in lieu of eminent domain or condemnation proceeding, of any right, title or interest in the Property, and (ii) all judgments, decrees and awards or payments for the taking of and, or, for injury or damage to the Property (including but not limited to all awards and judgments pursuant to any condemnation proceedings), including interest thereon, and Lender shall apply all sums actually paid to and received by Lender pursuant to any such grant, judgment, decree or award first to reimbursement of all costs and expenses (including but not limited to attorneys' fees) incurred by Lender in connection with any such matters, and the balance shall be unreasonably withheld or delayed) applied to the Loan in such manner as Lender may elect. Notwithstanding the foregoing, Lender will allow Borrower to use the net proceeds for restoration if no Event of Default exists and the net proceeds plus funds of Borrower are adequate to restore the Property, as reasonably determined by Lender. Lender shall have the opportunity right to participate, at Borrower’s costparticipate in any such condemnation proceedings and Lender is hereby authorized, in any litigation and settlement discussions in respect thereof and Borrower shall from time the name of Borrower, to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute direct the conduct of any such proceedings, compromise and shall consult with Lendersettle any such proceedings and, its attorneys or, to execute and expertsdeliver valid satisfactions of, and cooperate with them to appeal from, any award, judgment or decree in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debtcondemnation proceeding.

Condemnation. In the event that all or any portion of the Collateral Property shall be damaged or taken through condemnation (which term shall include any damage or taking by any governmental authority, quasi-governmental authority, any party having the power of condemnation, or any transfer by private sale in lieu thereof), or any such condemnation shall be threatened, solely to the extent permitted under the Mortgage Loan Documents, Borrower shall give Lender prompt written notice of any actual or threatened Condemnation by any Governmental Authority of all or any part of the Property to Lender. Borrower shall not, and shall deliver not permit Owner to, settle or compromise any claim, action or proceeding relating to Lender a copy such damage or condemnation without the prior written consent of Lender; provided that Borrower or Owner may make proof of loss and settle or compromise any and all papers served in connection with such proceedings. Provided claim, action or proceeding solely to the extent permitted under the Mortgage Loan Documents so long as no Default or Event of Default has occurred and is continuing. Any proceeds, in award or damages from such damage or condemnation which are not (a) applied to the event of a Condemnation where the amount balance of the taking does not exceed loan evidenced by the Restoration Thresholdapplicable Mortgage Loan Documents, Borrower may settle or (b) used for the restoration and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount repair of the taking exceeds Collateral Property pursuant to the Restoration Threshold or if an Event terms of Default then existsthe Mortgage Loan Documents, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent such shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver paid to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited applied to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out payment of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, Obligations whether or not a deficiency judgment on then due less reasonable out-of-pocket expenses incurred in connection with the Note shall have been soughtsettlement or compromise of such claim, recovered action or deniedproceeding. Notwithstanding anything contained in the Loan Documents to the contrary, Lender hereby agrees that Borrower and Owner may use all condemnation proceeds, awards and damages to restore and repair the Collateral Property, provided -37- that such use is permitted under the terms of the Mortgage Loan Documents subject, however, to receive disbursement, oversight, inspection and monitoring requirements and controls required by the AwardMortgage Lender so long as the Mortgage Loan is outstanding and, or a portion thereof sufficient thereafter, subject to pay the Debtdisbursement, oversight, inspection and monitoring requirements and controls customary for construction loans for similar type properties in similar geographic areas.

Condemnation. Borrower Borrowers shall promptly give Lender prompt notice of any the actual or threatened commencement of any proceeding for the Condemnation by of any Governmental Authority of all Property or any part of the Property thereof and shall cause Mortgage Borrowers to deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event Lender may participate in any such proceedings with respect to any Condemnation in which Borrowers’ reasonable estimate (based on any statement of Default has occurred and is continuing, value submitted to the condemning authority or any other reasonable evidence in the event of a Condemnation where the amount Lender’s reasonable judgment) of the taking does not exceed Net Proceeds or the costs of completing the Restoration are equal to or greater than the Restoration Threshold, and the applicable Borrower may settle and compromise such Condemnation; provided that shall, or shall cause the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then existsapplicable Mortgage Borrower to, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments reasonably requested by Lender it to permit such participation. Borrower Borrowers shall, or shall cause Mortgage Borrowers to, at its their expense, diligently prosecute any such proceedings, and shall shall, to the extent required hereunder, consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including, Borrower but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrowers shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the any Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower Borrowers shall, or shall cause Mortgage Borrowers to, promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, applicable Property and otherwise comply with the provisions of Section 5.36.4 of the Mortgage Loan Agreement, provided, that if (A) Mortgage Lender is obligated to make Net Proceeds available to Mortgage Borrowers for purposes of Restoration in accordance with Section 6.4 of the Mortgage Loan Agreement, (B) Mortgage Lender has received such Net Proceeds, and (C) Mortgage Lender has not made such Net Proceeds available to Mortgage Borrowers, then Mortgage Borrowers shall not be obligated to repair and restore such Property unless and until such Net Proceeds are made available to Mortgage Borrowers. If the such Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency 140 judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. So long as no Event of Default shall have occurred and be continuing, the Borrower is hereby authorized, at its option, to commence, appear in and prosecute, any action or proceeding relating to any condemnation of the Facility or any part thereof, or sale in lieu of condemnation, and, subject to the rights of the Landlord under the Lease, to settle or compromise any claim in connection therewith, provided, however, that the Bank shall give Lender prompt notice approve any such settlement or compromise by the Borrower. If an Event of Default shall have occurred and be continuing, the Bank is hereby authorized, at its option, to commence, appear in and prosecute, in its own or in the Borrower’s name, any and all actions or proceedings relating to any condemnation of the Property or any part thereof, or sale in lieu of condemnation, and to settle or compromise any claim in connection therewith. Notwithstanding any taking by eminent domain, sale in lieu of condemnation, alteration of the grade of any actual street or threatened Condemnation other injury to, or decrease in, the value of the Facility by any Governmental Authority governmental authority, the Borrower will continue to pay the Borrower’s Bond Obligations and the Borrower’s Credit Obligations as and when the same shall become due and payable, and any reduction in the Borrower’s Bond Obligations or the Borrower’s Credit Obligations resulting from the application of all any Condemnation Award shall be deemed to take effect only on the date of such receipt. All or any part of the Property and any Condemnation Award so received shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only be deposited with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) Bank and Lender shall have the opportunity to participate, at Borrower’s cost, applied as set forth in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participationSection 9.7 hereof. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwiseIf, prior to the receipt by Lender the Bank of such Condemnation Award, the Borrower’s interest in the Facility or any part thereof shall have been sold pursuant to the provisions of the AwardSecurity Agreement or the Assignment of Lease, Lender the Bank shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, right to receive such Condemnation Award to the extent of (a) any deficiency found to be due upon such sale, with legal interest thereon, and (b) the reasonable attorneys’ fees, costs and disbursements incurred by the Bank in connection with the collection of such Condemnation Award. The Borrower agrees to execute and deliver, from time to time, upon the request of the Bank, such further instruments or a portion thereof sufficient documents as may be requested by the Bank or the Issuer to pay confirm the Debtgrant and assignment to the Bank or the Issuer of any such condemnation award.

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of all or any part of the Property and shall deliver to Lender a copy of any and all notices or papers served in connection with such Condemnation or related proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the any Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s costcost and expense, in any applicable litigation or proceeding and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its cost and expense, diligently prosecute any such litigations or proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such litigations or proceedings. Upon the occurrence and during the continuance of an Event of Default, Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any Award and to make any compromise or settlement in connection with any Condemnation. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in this Agreement, the Note and in this Agreementthe other Loan Documents. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If any portion of the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute to completion the Restoration of the Property, regardless of whether an Award is available or made available, Property and otherwise comply with the provisions of Section 5.35.3 hereof provided that Net Proceeds are made available to Borrower for such purpose. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, Award or a portion thereof sufficient to pay the DebtDebt in full.

Condemnation. Borrower Borrowers shall promptly give Lender prompt notice of any the actual or threatened commencement of any proceeding for the Condemnation by of any Governmental Authority of all Property or any part of the Property thereof and shall deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event Lender may participate in any such proceedings with respect to any Condemnation in which Borrowers’ reasonable estimate (based on any statement of Default has occurred and is continuing, value submitted to the condemning authority or any other reasonable evidence in the event of a Condemnation where the amount Lender’s reasonable judgment) of the taking does not exceed Net Proceeds or the costs of completing the Restoration are equal to or greater than the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and applicable Borrower shall from time to time deliver to Lender all instruments reasonably requested by Lender it to permit such participation. Borrower Borrowers shall, at its their expense, diligently prosecute any such proceedings, and shall shall, to the extent required hereunder, consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including, Borrower but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrowers shall continue to pay the Debt at the time and in the manner provided for its payment in the Note Notes and in this AgreementAgreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the NoteNotes. If the any Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower Borrowers shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, applicable Property and otherwise comply with the provisions of Section 5.36.4 hereof, provided, that if (A) Lender is obligated to make Net Proceeds available to Borrowers for purposes of Restoration in accordance with Section 6.4 hereof, (B) Lender has received such Net Proceeds, and (C) Lender has not made such Net Proceeds available to Borrowers, then Borrowers shall not be obligated to repair and restore such Property unless and until such Net Proceeds are made available to Borrowers. If the such Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on either of the Note Notes shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower If, subsequent to the date hereof and prior to the Closing Date, any proceeding, judicial, administrative or otherwise, which shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority relate to the proposed taking of all or any substantial portion of the Real Property by condemnation or eminent domain or any action in the nature of eminent domain, or the taking or closing of any right of access to the Real Property, is instituted or commenced, Company shall have the right and option to terminate this Agreement as to all properties comprising the Property if the cost to restore the Property exceeds $20,000,000.00; otherwise, to terminate this Agreement only as to such properties which have been taken or condemned by giving Contributor written notice to such effect within ten (10) days after actual receipt of written notification of any such occurrence or occurrences. Failure to give such notice within such time shall be conclusive evidence that Company has waived the option to terminate by reason of the occurrence or occurrences of which it has received notice, and Company shall be credited with or be assigned all Contributor's right to any proceeds therefrom. Contributor hereby agrees to furnish Company written notification in respect to any such proceedings within five (5) days of Contributor's receipt of any such written notification or commencement of the institution of such proceedings. Should Company be entitled to elect to so terminate this Agreement and does, in fact, so terminate this Agreement, in the case of such termination as to all Properties the Deposit (less $137,500.00, which sum shall be retained by Contributor), and any earnings thereon, shall be returned forthwith to Company, and the parties hereto shall be released from any and all further obligations hereunder, and in the case of termination as to such Property which has been taken or condemned, the Purchase Price shall be reduced by the amount allocated to such property on Schedule 10, and the parties shall make any other adjustments as agreed upon. If the Closing Date is less than ten (10) days following the last day on which Company is entitled to elect to terminate this Agreement, then the closing shall be delayed until Company makes such election. Notwithstanding the foregoing, if such proceeding by way of condemnation or eminent domain shall be "insubstantial" Company shall not have the right to terminate this Agreement but shall be credited with or be assigned all Contributor's right to any proceeds therefrom. An "insubstantial" proceeding shall be one which (i) does not relate to the taking or closing of any right of access to the Real Property, (ii) affects only the perimeter of the Real Property and does not involve more than the equivalent of $500,000.00 in value, (iii) does not give rise to the right to cause an acceleration of the loan secured by the Mortgages, (iv) does not involve any relocation of utility facilities serving the Real Property (providing this latter condition shall be deemed deleted if Contributor shall agree to pay any cost of relocation of any of the same and may use such part of the Property and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount proceeds of the taking award allocable thereto for such purpose), and (v) does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in give rise to a commercially reasonable and timely manner. In the event a Condemnation where the amount right to terminate any of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested Leases by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debttenant.

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of all or any part of the any Individual Property and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration ThresholdThreshold with respect to an Individual Property, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event of a Condemnation where the amount of the taking exceeds the Restoration Threshold for such Individual Property or if an Event of Default then exists, Borrower may settle and compromise the such Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the any Individual Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, such Individual Property and otherwise comply with the provisions of Section 5.35.3 hereof. If the such Individual Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower The Agreement and the interest of the BOCES shall give Lender prompt notice terminate as to a Project or portion thereof on Leased Property and the Leased Property appertaining thereto condemned or taken by eminent domain when title thereto vests in the party condemning or taking the same (hereinafter referred to as the "termination date"). The BOCES hereby irrevocably assigns to the Authority all right, title and interest of the BOCES in and to any net proceeds of any actual award, compensation or threatened Condemnation by any Governmental Authority of all or any part of the Property and shall deliver damages (hereinafter referred to Lender a copy of any and all papers served as an "award"), payable in connection with any such proceedingscondemnation or taking during the Lease Term. Provided no Event of Default has occurred Such net proceeds shall be initially paid to the Authority for deposit and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely mannerapplication as hereinafter provided. In the event a Condemnation where of any such condemnation or taking the amount BOCES shall within ninety (90) days after the termination date therefor determine whether or not to repair, reconstruct, restore or improve such Project and give written notice of such determination to the Authority. If the BOCES elects to repair, reconstruct, restore or improve such Project, so long as the BOCES is not in default under Section 8.0 1(a) hereof, any such net proceeds received by the Authority shall be deposited to the credit of the taking exceeds Construction Fund and be applied to finance the Restoration Threshold costs of such repairs, reconstruction, restoration or if an Event improvements in the same manner and upon the same conditions set forth in the Resolution for the payment of Default then existsthe Costs of the Project from the Construction Fund. In the event the BOCES elects not to repair, Borrower may settle reconstruct, restore or improve such Project, the award shall be paid to the Authority, as a prepayment of the Rentals hereunder, for deposit to the Debt Service Fund and compromise application to the Condemnation only redemption of Outstanding Bonds or for payment to the Trustee, to be held by the Trustee, in trust, pursuant to Section 12.01 of the Resolution for the payment of Outstanding Bonds in accordance with the prior written instructions of an Authorized Officer of the Authority. The Authority shall cooperate fully with the BOCES in the handling and conduct of any prospective or pending condemnation proceedings with respect to a Project on Leased Property or any part thereof and will, to the extent it may lawfully do so, permit the BOCES to litigate in any such proceeding in the name and behalf of the Authority. In no event will the Authority voluntarily settle, or consent to the settlement of, any prospective or pending condemnation proceedings with respect to a Project on Leased Property or any part thereof without the written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the DebtBOCES.

Condemnation. Borrower shall promptly give Lender prompt written notice of any the actual or threatened Condemnation by commencement of any Governmental Authority of all condemnation or any part of eminent domain proceeding affecting the Mortgaged Property and shall deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event No taking by any public or quasi-public authority through eminent domain or otherwise (including but not limited to any transfer made in lieu of Default has occurred or in anticipation of the exercise of such taking) shall limit or otherwise affect Borrower's obligations under the Loan Agreement, this Security Instrument, or any of the other Loan Documents to which Borrower is a party. Lender is authorized, at its option, to commence, appear in, and is continuingprosecute, through counsel selected by Lender, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Thresholdits own or in Borrower's name, Borrower may settle and compromise any action or proceeding relating to any such Condemnation; condemnation, provided that, if Lender's determines that the same is effected compensation, award, or payment or relief to be collected from such action or proceeding will likely be less than the Casualty Benchmark (as defined in a commercially reasonable and timely mannerSection 3.07 below), then Lender shall not unreasonably withhold its consent to permitting Borrower the sole right to prosecute any such action or proceeding. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if If an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity sole and exclusive right to participatecompromise or settle any claim for compensation. All such compensation, at Borrower’s costawards, in any litigation damages, claims, rights of action, and settlement discussions in respect thereof proceeds and the right thereto are hereby assigned by Borrower shall from time to time deliver to Lender, and Lender all instruments requested by Lender to permit such participation. Borrower shallis authorized, at its expenseoption, diligently prosecute to collect and receive all such compensation, awards, or damages and to give proper receipts and acquittances therefor without any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in obligation to question the carrying on or defense amount of any such proceedingscompensation, awards, or damages. Notwithstanding any CondemnationLender will be entitled to all compensation, awards, and other payments or relief therefor; provided that if the amount of such compensation, awards, and other payments or relief is equal to or less than the Casualty Benchmark, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreementmay collect same. Lender shall not be limited to the interest paid on the Award award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award award interest at the rate or rates provided herein or and in the Note. If the Property or any portion thereof is taken by any Governmental AuthorityAny such compensation, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made availableawards, and otherwise comply other payments received by Lender, after deducting therefrom all of Lender's expenses incurred in the collection and administration of such sums, including reasonable attorney's fees actually incurred, shall be applied and disbursed in accordance with the provisions of Section 5.33.07 below. If the Mortgaged Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Awardsuch award or payment, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Awardsaid award or payment, or a portion thereof sufficient to pay the DebtSecured Obligations. Borrower shall file and prosecute or cause to be filed and prosecuted its claim or claims for any such award or payment in good faith and with due diligence and cause the same to be paid over to Lender, and hereby irrevocably authorizes and empowers Lender, in the name of Borrower or otherwise, to collect and receive any such award or payment and to file and prosecute such claim or claims, and although it is hereby expressly agreed that the same shall not be necessary in any event, Borrower shall, upon demand of Lender, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to Lender, free and clear of any encumbrances of any kind or nature whatsoever.

Condemnation. Borrower Mortgagor shall promptly give Lender prompt Mortgagee written notice of any the actual or threatened Condemnation by commencement of any Governmental Authority of all condemnation or any part of the Property eminent domain proceeding and shall deliver to Lender a copy Mortgagee copies of any and all papers served in connection with such proceedings. Provided no Event Mortgagee is hereby irrevocably appointed as Xxxxxxxxx's attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any award or payment for said condemnation or eminent domain and to make any compromise or settlement in connection with such proceeding, subject to the provisions of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedingsthis Mortgage. Notwithstanding any Condemnationtaking by any public or quasi-public authority through eminent domain or otherwise (including but not limited to any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower Mortgagor shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and Note, in this Agreement. Lender Mortgage and the other Loan Documents and the Debt shall not be limited reduced until any award or payment therefor shall have been actually received after expenses of collection and applied by Mortgagee to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out discharge of the Award interest at Debt. Mortgagor shall cause the rate award or rates payment made in any condemnation or eminent domain proceeding with respect to the Mortgaged Property, which is payable to Mortgagor, to be paid directly to Mortgagee. Mortgagee may apply any such award or payment to the reduction or discharge of the Debt whether or not then due and payable (such application to be free from any prepayment consideration provided herein or in the Note, except that if an Event of Default, or an event which with notice and/or the passage of time, or both, would constitute an Event of Default, has occurred, then such application shall be subject to the full prepayment consideration computed in accordance with the Note). If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Mortgaged Property is sold, through foreclosure or otherwise, prior to the receipt by Lender Mortgagee of the Awardsuch award or payment, Lender Mortgagee shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Awardsaid award or payment, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of If, during the Lease Term, all or any part material portion of the Property Premises shall be taken as the result of the exercise of the power of eminent domain or conveyed under threat thereof (hereinafter referred to as the "PROCEEDINGS"), this Lease and all right, title and interest of Tenant hereunder shall deliver terminate on the earlier of taking of possession by the condemning authority or the date of vesting of title pursuant to Lender such Proceedings. Landlord and Tenant each shall be entitled to an allocation of the award to be made in such Proceedings relative to their respective interests in the Premises; provided that Tenant shall not be entitled to receive any award for Tenant's loss of its leasehold interest, the right to such award being hereby assigned by Tenant to Landlord. For purposes hereof, any portion so taken shall be deemed "material" if the taking would prevent or materially interfere with the use of the Building or the Premises for the purpose for which it is then being used. If, during the Lease Term, less than a copy material portion of the Premises shall be taken, this Lease, upon the earlier of taking of possession by the condemning authority or vesting of title in the Proceedings, shall terminate as to the parts so taken, and the proceeds of the award for such taking shall be delivered to Landlord to restore that portion of the Premises not so taken to a complete architectural and mechanical unit and otherwise to make the remaining Premises appropriate for the use and occupancy of Tenant. In the event of any termination of this Lease, or any part thereof, as a result of any such Proceedings, Tenant shall pay to Landlord all Rent and all papers served in connection other charges payable hereunder with respect to that portion of the Premises so taken, apportioned to the date of such proceedingstermination. Provided no Event of Default has occurred and is continuing, in In the event of a Condemnation where taking of less than a material portion of the amount Premises, the Rent payable hereunder during the period from and after the earlier of the taking does not exceed of possession by the Restoration Threshold, Borrower condemning authority and the date of vesting of title in such Proceedings through to the expiration or termination of this Lease (as the Lease Term may settle and compromise such Condemnation; provided be extended) shall abatx xxx be diminished in proportion to that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount part of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (Premises which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have has been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debttaken.

Condemnation. Borrower shall promptly give Lender prompt notice of any the actual or threatened Condemnation by commencement of any Governmental Authority of all condemnation or any part of eminent domain proceeding affecting the Property (a "Condemnation") and shall deliver to Lender a copy copies of any and all papers served in connection with such proceedingsCondemnation. Provided Following the occurrence of a Condemnation, Borrower, regardless of whether an Award is available, shall promptly proceed to restore, repair, replace or rebuild the Property in accordance with Legal Requirements to the extent practicable to be of at least equal value and of substantially the same character (and to have the same utility) as prior to such Condemnation. If a Condemnation occurs where the award or payment in respect thereof (an "Award") does not exceed $250,000 or which results in the taking of 5% or less of the Property, provided no Event of Default has occurred and is continuing, Borrower may make any compromise, adjustment or settlement in connection with such Condemnation with the prior consent of Lender, not to be unreasonably withheld or delayed; provided such adjustment is carried out in a competent and timely manner, and Borrower is hereby authorized to collect and receipt for the Award. In the event of a Condemnation where the amount Award is in excess of $250,000 or which results in the taking of more than 5% of the taking does not exceed the Restoration ThresholdProperty, Borrower may settle Lender is hereby irrevocably appointed as Borrower's attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an retain any Award and, so long as no Event of Default then existsis continuing, Borrower may settle and compromise the Condemnation only with the prior written Borrower's consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participatemake any compromise, at Borrower’s cost, adjustment or settlement in any litigation and settlement discussions in respect thereof and connection with such Condemnation. Borrower shall from time cause any Award that is payable to time deliver Borrower to Lender all instruments requested by Lender be paid directly to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the hold such Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the NoteCasualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof. If Borrower authorizes Lender to apply such Award, after the deduction of Lender's expenses incurred in the collection of such amounts, at Lender's option, to restoration or repair of the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration to payment of the Property, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt sums secured by Lender of the Award, Lender shall have the rightthis Instrument, whether or not a deficiency judgment on then due, in the Note shall have been soughtorder determined by Lender, recovered or deniedwith the balance, if any, to receive Borrower. Unless Borrower and Lender otherwise agree in writing, any application of proceeds to principal shall not extend or postpone the Awarddue date of the monthly installments due hereunder or under any of the Loan Documents or change the amount of such installments. Borrower agrees to execute such further evidence of assignment of any awards, proceeds, damages or a portion thereof sufficient to pay the Debtclaims arising in connection with such condemnation or taking as Lender may require.

Condemnation. Borrower shall promptly give Lender prompt notice of any the actual or threatened Condemnation by commencement of any Governmental Authority of all condemnation or any part of the Property eminent domain proceeding and shall deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided no Event Notwithstanding any taking by any public or quasi-public authority through eminent domain or otherwise (including but not limited to any transfer made in lieu of Default has occurred and is continuing, or in the event of a Condemnation where the amount anticipation of the taking does exercise of such taking), and whether or not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold any award or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, payment made in any litigation and settlement discussions condemnation or eminent domain proceeding (an “Award”) is made available to Borrower for Restoration in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult accordance with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any CondemnationSection 3.7, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementSecurity Instrument and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If Borrower shall cause the Award made in any condemnation or eminent domain proceeding, which is payable to Borrower, to be paid directly to Lender. Subject to Section 3.7, Lender may apply any Award to the reduction or discharge of the Debt whether or not then due and payable. In the event that the Property or any portion thereof is taken by any Governmental Authoritycondemning authority, Borrower shall promptly commence proceed to restore, repair, replace or rebuild the Property in a workmanlike manner to the extent practicable to be of at least equal value and diligently prosecute substantially the same character as prior to such condemnation or eminent domain proceeding (the “Condemnation Restoration”; the Condemnation Restoration of and the Property, regardless of whether an Award is available or made available, and otherwise comply with Casualty Restoration are collectively hereinafter referred to as the provisions of Section 5.3“Restoration”). If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Borrower Each Obligor holding title to a Collateral Property shall give Lender prompt notice notify Administrative Agent immediately (of which Administrative Agent shall promptly notify the Lenders) of any actual threatened or threatened Condemnation by pending proceeding for condemnation affecting any Governmental Authority Collateral Property or arising out of all or damage to any part of Collateral Property, and the Property and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower applicable Obligor shall, at its expense, diligently prosecute any such proceedings, and . Administrative Agent for the benefit of Lenders shall consult with Lender, its attorneys and experts, and cooperate with them have the right (but not the obligation) to participate in the carrying on or defense of any such proceedingsproceeding and to be represented by counsel of its own choice. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but Administrative Agent shall be entitled to receive out any and all sums which may be awarded or become payable to an Obligor for the condemnation of any portion of any Collateral Property 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 such Obligor for damages caused by public works or construction on or near any Collateral Property but only to the extent of the Award interest at Obligation. All such sums are hereby assigned to Administrative Agent for the rate or rates provided herein or benefit of Lenders and each Obligor shall, upon request of Administrative Agent, make, execute, acknowledge, and deliver any and all additional assignments and documents as may be necessary from time to time to enable Administrative Agent to collect and receive any such sums. Administrative Agent may apply all such sums actually received by Administrative Agent to the payment of the Obligation in the Notesuch order and manner as is set forth herein. If the any Collateral Property or any portion part thereof is taken by any Governmental Authoritycondemned, Borrower so long as no Event of Default shall have occurred and shall be continuing, and provided the applicable Obligor promptly commence files all claims and diligently prosecutes the condemnation proceeding, such Obligor shall have the right to file, adjust, settle and prosecute any claim for any such awards or compensation relating to any such condemnation proceeding; provided, however, such Obligor shall not agree to any adjustment or settlement of any such claim payable with respect to any such condemnation proceeding which awards and proceeds are reasonably estimated by Administrative Agent to be equal to or greater than $500,000; and provided, further, in the Restoration of the Propertyevent that Administrative Agent determines that such Obligor is not diligently prosecuting such claim, regardless of whether an Award is available or made available, and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender Administrative Agent shall have the right, whether or but not a deficiency judgment on the Note shall have been sought, recovered or deniedobligation, to revoke such Obligor's right to adjust, settle and prosecute any claim for any such awards or compensation relating to such any such condemnation proceeding by delivering a notice of same to such Obligor, which revocation shall be effective immediately upon such Obligor's receipt of such notice and to take such actions in such Obligor's stead. Notwithstanding the foregoing, if any Collateral Property or any part thereof is condemned and the awards and proceeds of condemnation are reasonably estimated by Administrative Agent to equal or exceed $500,000, then such Obligor authorizes and empowers Administrative Agent, at Administrative Agent's option, as attorney-in-fact for such Obligor, to commence, appear in and prosecute, in Administrative Agent's or such Obligor's name, any action or proceeding relating to any condemnation of any Collateral Property or any portion thereof, to settle or compromise any claim in connection with such condemnation, to collect and receive condemnation awards and to deduct Administrative Agent's expenses in the Awardsettlement process. Administrative Agent shall provide such Obligor with a written summary of all expenses deducted from such awards. If Administrative Agent elects not to participate in such condemnation proceeding, then such Obligor shall, at its expense, diligently prosecute any such proceeding. Neither Administrative Agent nor Lenders shall be, under any circumstances, liable or responsible for failure to collect, or a portion thereof sufficient exercise diligence in the collection of, any of such sums. Any sums so collected shall be applied by Administrative Agent, first, to pay the Debtreasonable expenses, if any, of collection, and then in the same manner and under the same conditions as insurance proceeds are applied as set forth in SECTION 9.8.

Condemnation. Borrower Borrowers and Operating Lessees shall promptly give Lender prompt notice of any the actual or threatened commencement of any proceeding for the Condemnation by any Governmental Authority of all or any part portion of the any Property and shall deliver to Lender a copy copies of any and all papers served in connection with such proceedings. Provided Lender may participate in any such proceedings, and Borrowers and Operating Lessees shall from time to time deliver to Lender all instruments reasonably requested by it to permit such participation. Borrowers and Operating Lessees shall, at their expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding the foregoing, provided no Event of Default has occurred and is continuing, in the event of a Condemnation with respect to a Property where the amount of the taking does not exceed the Restoration ThresholdThreshold Amount for such Property, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation with respect to a Property where the amount of the taking exceeds the Restoration Threshold Amount for such Property or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnationtaking by any public or quasi-public authority through Condemnation or otherwise (including, Borrower but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrowers shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this AgreementAgreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the any Property or any portion thereof is taken by any Governmental Authoritya condemning authority, Borrower Borrowers and Operating Lessees shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, such Property and otherwise comply with the provisions of Section 5.35.4, whether or not an Award is available to pay the costs of such Restoration. If the such Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Condemnation. Each Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of all or any part of the any Property (provided that notice shall not be required for a Condemnation which could result in less than $50,000 in Condemnation Proceeds) and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing, in the event of a Condemnation where the amount of the taking does not exceed the Restoration Threshold, a Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the amount of the taking exceeds the Restoration Threshold or if an Event of Default then exists, a Borrower may settle and compromise the Condemnation only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s Borrowers' cost, in any litigation and settlement discussions in respect thereof and each Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Each Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, each Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the any Property or any portion thereof is taken by any Governmental AuthorityAuthority and provided Lender permits the applicable Borrowers to utilize the Net Proceeds, if any, for the Restoration of the applicable Property, each Borrower shall promptly commence and diligently prosecute the Restoration of the Property, regardless of whether an Award is available or made available, such Property and otherwise comply with the provisions of Section 5.3. If the such Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.