Common use of Condemnation Proceeds Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Condemnation Proceeds. Mortgagor All Condemnation Proceeds in respect of each of the Mortgaged Properties and the right thereto are hereby assignsirrevocably assigned and pledged by each Loan Party to the Administrative Agent for the benefit of the Lenders, transfers and sets over unto Mortgagee the Administrative Agent on behalf of the Lenders is authorized, at its entire interest in option, to collect and receive all such Condemnation Proceeds and to give proper receipts and acquittances therefor; provided, however, (x) that such assignment and pledge with respect to any such Mortgaged Property is subject to any requirements of any Ground Lease affecting such Mortgaged Property, (y) if no Event of Default shall have occurred and be continuing and the proceeds (Borrower certifies to the “Administrative Agent that the Restoration of the affected Property will be commenced within sixty days of the occurrence of the receipt of Condemnation Proceeds”) , will be completed within one year thereafter and not later than June 30, 2004 and access to the affected Property will not be cut off, such Loan Party shall have the right to direct the Administrative Agent to pay such Loan Party all Condemnation Proceeds with respect to a Taking affecting a Mortgaged Property. Each Loan Party agrees to execute, and to cause each of its Subsidiaries to execute, such further assignments of any award Condemnation Proceeds in respect of any Mortgaged Property as the Administrative Agent may reasonably require and shall otherwise cooperate with the Administrative Agent in obtaining for the Administrative Agent and the Lenders the benefit of any Condemnation Proceeds lawfully or equitably payable in respect of such Mortgaged Property, subject to the provisos above. Upon the occurrence and during the continuance of an Event of Default (but not otherwise), the Administrative Agent is hereby authorized and empowered by each Loan Party to settle, adjust or compromise any claims for Condemnation Proceeds with or without the consent of such Loan Party or any of its Subsidiaries (and the Borrower hereby irrevocably appoints and constitutes the Administrative Agent as its lawful attorney-in-fact, coupled with an interest and with full power of substitution, for such purpose). In no event shall any Loan Party or any of its Subsidiaries settle, adjust or compromise any claim for damages for Condemnation Proceeds in respect of any Mortgaged Property without the prior written consent of the Property taken or damaged under Administrative Agent; provided, however, that this provision shall not restrict the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“Condemnation”), unless, notwithstanding the foregoing, such taking, damage or condemnation does not cause a material diminution in the value right of the Premises. So long as the portion of the Premises taken in such Condemnation does not exceed fifteen percent lessor under any applicable Ground Lease (15%1) of the total square footage of the Premises and the portion of the Improvements taken in such Condemnation does not exceed five percent (5%) of the total gross leaseable area of the Improvements, Mortgagee shall be obligated to make the Condemnation Proceeds available to Mortgagor settle or compromise any claim for the restoration of the Property, if Mortgagor satisfies all of the conditions set forth in Section 5.5 hereof for disbursement of insurance proceeds. In all other cases Mortgagee shall have the right, if so directed by the Required Lenders, to apply the Condemnation Proceeds to payment the extent such lessor is granted the power to do so under such Ground Lease or (2) to approve any settlement or compromise of the Secured Obligations, whether due or not. If the any claim for Condemnation Proceeds are required to be used as aforesaid to reimburse Mortgagor for the cost of rebuilding or restoring buildings or improvements on extent the Property, or if Mortgagee elects that the Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in Section 5.5 hereof for the payment of insurance proceeds toward the cost of rebuilding or restoration approval of such buildings and other improvements. Any surplus which may remain out of the Condemnation Proceeds after payment of lessor is required under such cost of rebuilding or restoration shall, at the option of Mortgagee, be applied on account of the indebtedness secured hereby or be paid to any other party entitled theretoGround Lease.

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

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

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

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

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

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