Common use of Condemnation Awards Clause in Contracts

Condemnation Awards. (a) The Borrower shall promptly give the Administrative Agent notice of any actual Taking or any Taking that has been threatened in writing and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual or threatened Taking. The Administrative Agent may participate in any Taking proceedings (not to the exclusion of the Borrower), and the Borrower shall from time to time deliver to the Administrative Agent all instruments requested by it to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative Agent’s prior consent, the Borrower (i) shall not agree to any Condemnation Award and (ii) shall not take any action or fail to take any action which would cause the Condemnation Award to be determined; provided, however, that if no Event of Default exists, and upon prior written notice to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value of such Project, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent of the Condemnation Award, the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligations.

Condemnation Awards. (a) The Borrower shall promptly give the Administrative Agent notice of any actual Taking or any Taking that has been threatened in writing and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual or threatened Taking. The Administrative Agent may participate in any Taking proceedings (not to the exclusion of the Borrower), and the Borrower shall from time to time deliver to the Administrative Agent all instruments requested by it to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative Agent’s prior consent, the Borrower (i) shall not agree to any Condemnation Award and (ii) shall not take any action or fail to take any action which would cause the Condemnation Award to be determined; provided, however, that if no Event of Default exists, and upon prior written notice to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (ia) $5,000,000 and (iib) ten percent (10%) of the Appraised Value of such Project, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent of the Condemnation Award, the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligations.

Condemnation Awards. (a) The Borrower shall promptly give the Administrative Agent Lender written notice of the actual or threatened commencement of any actual Taking condemnation or any Taking that has been threatened in writing eminent domain proceeding (a “Condemnation”) and shall deliver to the Administrative Agent Lender copies of any and all papers served in connection with such actual Condemnation. Following the occurrence of a Condemnation, Borrower, regardless of whether any award or threatened Takingcompensation (an “Award”) is available, shall promptly proceed to restore, repair, replace or rebuild the applicable Project to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. The Administrative Agent Lender may participate in any Taking proceedings (not to the exclusion of the Borrower), such proceeding and the Borrower shall from time to time will deliver to the Administrative Agent Lender all instruments requested necessary or required by it Lender to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative AgentLender’s prior consent, the Borrower (ia) shall not agree to any Condemnation Award Award, and (iib) shall not take any action or fail to take any action which would cause the Condemnation Award to be determined. All Awards for the taking or purchase in lieu of condemnation of any Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awards, to give proper receipts and acquittances therefor, and in Lender’s sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the affected Project; provided, however, if the Award is less than or equal to $100,000 and Borrower requests that if no Event of Default existssuch proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and upon prior written notice parking area repairs) required to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value be made as a result of such Projectcondemnation, provided that Lender will apply the Award to such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project restoration in accordance with this Article X and otherwise comply with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments requested to confirm the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent assignment of the Condemnation AwardAwards to Lender, the Administrative Agent free and the Lenders shall have the rightclear of all liens, whether charges or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsencumbrances.

Condemnation Awards. (a) The Borrower shall promptly give the Administrative Agent Lender written notice of the actual or threatened commencement of any actual Taking condemnation or any Taking that has been threatened in writing eminent domain proceeding (a “Condemnation”) and shall deliver to the Administrative Agent Lender copies of any and all papers served in connection with such actual Condemnation. Following the occurrence of a Condemnation, Borrower, provided any award or threatened Takingcompensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. The Administrative Agent Lender may participate in any Taking proceedings (not to the exclusion of the Borrower), such proceeding and the Borrower shall from time to time will deliver to the Administrative Agent Lender all instruments requested necessary or required by it Lender to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative AgentLender’s prior consent, the Borrower (ia) shall not agree to any Condemnation Award Award, and (ii) shall not take any action or (b) fail to take any action which would cause the Condemnation Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awards, to give proper receipts and acquittances therefor, and, in Lender’s reasonable discretion, to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award is less than or equal to $100,000 and Borrower requests that if no Event of Default existssuch proceeds be used for non structural site improvements (such as landscape, driveway, walkway and upon prior written notice parking area repairs) required to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value be made as a result of such Projectcondemnation, provided that Lender will apply the Award to such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project restoration in accordance with this Article X and otherwise comply with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments requested to confirm the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent assignment of the Condemnation AwardAwards to Lender, the Administrative Agent free and the Lenders shall have the rightclear of all liens, whether charges or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsencumbrances.

Condemnation Awards. (a) The Borrower shall promptly give immediately notify Lender of the Administrative Agent notice institution of any actual Taking proceeding for the condemnation or other taking of the Project or any Taking that has been threatened in writing and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual or threatened Takingportion thereof. The Administrative Agent Lender may participate in any Taking proceedings (not to the exclusion of the Borrower), such proceeding and the Borrower shall from time to time will deliver to the Administrative Agent Lender all instruments requested necessary or required by it Lender to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative AgentLender’s prior consent, the Borrower (ia) shall not agree to any Condemnation Award compensation or award, and (iib) shall not take any action or fail to take any action which would cause the Condemnation Award compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender, which payments shall not be subject to a Prepayment Fee. Borrower authorizes Lender to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in Lender’s sole discretion to apply the same toward the payment of the Loan, which payments shall not be subject to a Prepayment Fee, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the award is less than or equal to $650,000.00 and Borrower requests that such proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the award to such restoration in accordance with disbursement procedures applicable to insurance proceeds, provided there exists no Event of Default. In the event that Lender permits such compensation or award to be applied towards restoration of the Project, any excess amounts remaining after restoration of the Project may be either applied to the reduction of the Principal Balance of the Loan, in which case no Prepayment Fee shall be payable in connection therewith, or, if no Event of Default exists, and paid to Borrower, in Xxxxxx’s sole discretion. Borrower, upon prior written notice request by Xxxxxx, shall execute all instruments requested to confirm the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) assignment of the Appraised Value awards and compensation to Xxxxxx, free and clear of such Projectall Liens, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project charges or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent of the Condemnation Award, the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsencumbrances.

Condemnation Awards. (a) The Borrower Borrowers shall promptly give the Administrative Agent written notice of the actual or threatened commencement of any actual Taking condemnation or eminent domain proceeding affecting any Taking that has been threatened in writing Borrowing Base Asset (a "Condemnation") and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual Condemnation. Following the occurrence of a Condemnation, the Borrower that owns the affected Borrowing Base Asset, regardless of whether any award or threatened Taking. The Administrative Agent may participate in any Taking proceedings compensation (not an "Award") is available, shall promptly proceed to restore, repair, replace or rebuild the same to the exclusion extent practicable to be of at least equal value and of substantially the Borrower)same character as prior to such Condemnation, and the Borrower shall from time all to time deliver to the Administrative Agent all instruments requested by it to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult be effected in accordance with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedingsapplicable Law. The Administrative Agent may participate in any such proceedings (not proceeding and the Borrowers will deliver to the exclusion of the Borrower) and may be represented therein Administrative Agent all instruments necessary or required by counsel of the Administrative Agent’s selection at the Borrower’s cost and expenseAgent to permit such participation. Without the Administrative Agent’s 's prior consent, the Borrower Borrowers (ia) shall not agree to any Condemnation Award Award, and (iib) shall not take any action or fail to take any action which would cause the Condemnation Award to be determined; provided, however, that if no Event . All Awards for the taking or purchase in lieu of Default exists, and upon prior written notice to the Administrative Agent, the Borrower shall have the right to compromise and collect condemnation of any Borrowing Base Asset or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value of such Project, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is part thereof are hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent. The Administrative Agent (on behalf is hereby irrevocably appointed as each 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 and to give proper receipts and acquittances therefor, and in the Administrative Agent's sole discretion to apply the same toward the payment of the Lenders) andLoan, except as expressly set forth in Section 10.03 hereofnotwithstanding that the Loan may not then be due and payable, shall be applied or to the repayment restoration of the Obligations. If any Project affected Borrowing Base Asset; provided, however, if the Award is less than or any portion thereof is subject equal to $100,000 and the Borrowers request that such proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a Takingresult of such Condemnation, the Borrower shall promptly commence and diligently prosecute Administrative Agent will apply the Restoration of Award to such Project restoration in accordance with this Article X and otherwise comply with the provisions disbursement procedures applicable to insurance proceeds provided there exists no Default or Event of Section 10.03Default. If such Project is soldThe Borrowers, through foreclosure or otherwise, prior to the receipt upon request by the Administrative Agent Agent, shall execute all instruments requested to confirm the assignment of the Condemnation AwardAward to the Administrative Agent, free and clear of all liens, charges or encumbrances. Anything herein to the contrary notwithstanding, if a Default or an Event of Default exists, the Administrative Agent is authorized to adjust such Award without the consent of the Borrowers and to collect such Award in the name of the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the ObligationsBorrowers.

Condemnation Awards. (a) The Borrower shall promptly give immediately notify Lender of the Administrative Agent notice institution of any actual Taking proceeding for the condemnation or other taking of any Project or any Taking that has been threatened in writing and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual or threatened Takingportion thereof. The Administrative Agent Lender may participate in any Taking proceedings (not to the exclusion of the Borrower), such proceeding and the Borrower shall from time to time will deliver to the Administrative Agent Lender all instruments requested necessary or required by it Lender to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative AgentLender’s prior consent, the Borrower (i) which shall not be unreasonably withheld, Borrower shall not, and shall not permit any Subsidiary to (1) agree to any Condemnation Award compensation or award, and (ii2) shall not take any action or fail to take any action which would cause the Condemnation Award compensation to be determined; provided. Borrower, howeveron its own behalf and on behalf of the Subsidiaries, that if no Event hereby assigns to Lender all awards and compensation to which Borrower or any Subsidiary is entitled for the taking or purchase in lieu of Default existscondemnation of any Project or any part thereof, and upon prior written notice to the Administrative Agent, the Borrower shall have the right to compromise agrees that all such awards and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value of such Project, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) compensation shall be paid to the Administrative Agent (Lender. Borrower, on its own behalf and on behalf of the Lenders) andSubsidiaries, except as expressly set forth authorizes Lender to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in Section 10.03 hereofLender’s sole discretion to apply the same toward the payment of the Loan, shall notwithstanding that the Loan may not then be applied due and payable, or to the repayment restoration of the Obligations. If any Project affected Project; however, if the award is less than or any portion thereof is subject equal to $50,000 and Borrower requests that such proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration result of such Project condemnation, Lender will apply the award to such restoration in accordance with this Article X and otherwise comply with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute or cause the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior Subsidiaries to execute all instruments requested to confirm the receipt by the Administrative Agent assignment of the Condemnation Awardawards and compensation to Lender, the Administrative Agent free and the Lenders shall have the rightclear of all liens, whether charges or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsencumbrances.

Condemnation Awards. (a) The Borrower Borrowers shall promptly give the Administrative Agent written notice of the actual or threatened commencement of any actual Taking condemnation or eminent domain proceeding affecting any Taking that has been threatened in writing Borrowing Base Asset (a “Condemnation”) and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual Condemnation. Following the occurrence of a Condemnation, the Borrower that owns the affected Borrowing Base Asset, regardless of whether any award or threatened Taking. The Administrative Agent may participate in any Taking proceedings compensation (not an “Award”) is available, shall promptly proceed to restore, repair, replace or rebuild the same to the exclusion extent practicable to be of at least equal value and of substantially the Borrower)same character as prior to such Condemnation, and the Borrower shall from time all to time deliver to the Administrative Agent all instruments requested by it to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult be effected in accordance with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedingsapplicable Law. The Administrative Agent may participate in any such proceedings (not proceeding and the Borrowers will deliver to the exclusion of the Borrower) and may be represented therein Administrative Agent all instruments necessary or required by counsel of the Administrative Agent’s selection at the Borrower’s cost and expenseAgent to permit such participation. Without the Administrative Agent’s prior consent, the Borrower Borrowers (ia) shall not agree to any Condemnation Award Award, and (iib) shall not take any action or fail to take any action which would cause the Condemnation Award to be determined; provided, however, that if no Event . All Awards for the taking or purchase in lieu of Default exists, and upon prior written notice to the Administrative Agent, the Borrower shall have the right to compromise and collect condemnation of any Borrowing Base Asset or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value of such Project, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is part thereof are hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent. The Administrative Agent (on behalf is hereby irrevocably appointed as each 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 and to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole discretion to apply the same toward the payment of the Lenders) andLoan, except as expressly set forth in Section 10.03 hereofnotwithstanding that the Loan may not then be due and payable, shall be applied or to the repayment restoration of the Obligations. If any Project affected Borrowing Base Asset; provided, however, if the Award is less than or any portion thereof is subject equal to $100,000 and the Borrowers request that such proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a Takingresult of such Condemnation, the Borrower shall promptly commence and diligently prosecute Administrative Agent will apply the Restoration of Award to such Project restoration in accordance with this Article X and otherwise comply with the provisions disbursement procedures applicable to insurance proceeds provided there exists no Default or Event of Section 10.03Default. If such Project is soldThe Borrowers, through foreclosure or otherwise, prior to the receipt upon request by the Administrative Agent Agent, shall execute all instruments requested to confirm the assignment of the Condemnation AwardAward to the Administrative Agent, free and clear of all liens, charges or encumbrances. Anything herein to the contrary notwithstanding, if a Default or an Event of Default exists, the Administrative Agent is authorized to adjust such Award without the consent of the Borrowers and to collect such Award in the name of the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the ObligationsBorrowers.

Condemnation Awards. (a) The Borrower shall promptly give notify Lender of the Administrative Agent receipt by a Borrower Party of notice of the institution of any actual Taking proceeding for the condemnation or other taking of any Property or any Taking that has been threatened in writing and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual or threatened Takingportion thereof. The Administrative Agent Lender may participate in any Taking proceedings (not such proceeding relating to the exclusion of the Borrower), a Major Damage Event and the applicable Individual Borrower shall from time to time deliver to the Administrative Agent Lender all instruments requested necessary or required by it Lender to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative AgentLender’s prior consent, the Borrower written consent (i) which consent shall not be unreasonably withheld), no Borrower Party, in connection with any Major Damage Event, shall agree to any Condemnation Award and (ii) shall not compensation or award and/or take any action or fail to take any action which would cause the Condemnation Award compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of any Property or any part thereof are hereby assigned to and shall be paid to Lender for application to the Obligations (except as expressly provided below). Borrower Parties authorize Lender to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and to apply the same toward the payment of the Obligations in such order, priority and proportions as Lender in its reasonable discretion shall deem proper (and provided no Event of Default exists as of the date Lender applies such condemnation proceeds to the Obligations, no Applicable Prepayment Fee shall be payable in connection with any such prepayment), notwithstanding that the Obligations may not then be due and payable; provided, however, that if no the condemnation in question does not constitute a Major Damage Event of Default existsand the applicable Individual Borrower requests that such proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and upon prior written notice parking area repairs) to the Administrative Agentaffected Property which are required to be made as a result of such condemnation, Lender will apply the award to such restoration in accordance with disbursement procedures applicable to Net Proceeds. Borrower Parties, upon request by Lender, shall have execute all instruments reasonably requested by Lender to confirm the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) assignment of the Appraised Value awards and compensation to Lender, free and clear of such Projectall Liens, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and charges (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly set forth in Section 10.03 hereofabove) or encumbrances. If Lender applies condemnation proceeds to the Allocated Loan Amount relating only to the affected Property, the lien of the Loan Documents shall be reduced only by the amount of such proceeds actually applied to the repayment by Lender in reduction of the Obligations. If any Project , but if such proceeds do not discharge the Obligations in full, then Lender may elect to accelerate repayment of, or any portion thereof is subject Borrower may elect to a Takingrepay, the Borrower shall promptly commence and diligently prosecute entire remaining outstanding balance of the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior Allocated Loan Amount relating only to the receipt by affected Property, such prepayment to be made in either case within one hundred twenty (120) days following notice from the Administrative Agent electing party to the other party (or such longer period as may be reasonably necessary for Borrower Parties to secure replacement financing as long as Borrower Parties are diligently pursuing said refinancing in good faith), without any Applicable Prepayment Fee due thereon so long as no Event of Default exists as of both the Condemnation Award, the Administrative Agent date Lender so accelerates or Borrower elects repayment of said Allocated Loan Amount and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsdate said Allocated Loan Amount is fully and finally repaid.

Condemnation Awards. (a) The Each Borrower shall promptly give the Administrative Agent notice of the actual or threatened commencement of any actual Taking condemnation or eminent domain proceeding (a “Condemnation”) affecting any Taking that has been threatened in writing Individual Property and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual proceedings. So long as no Event of Default has occurred, the Borrowers shall be entitled to negotiate and settle any Condemnation proceedings which involve claims of less than the Condemnation Limit and which do not have a material adverse effect on parking, access or threatened TakingImprovements at any Individual Property without obtaining the prior consent of the Administrative Agent. The If an Event of Default has occurred, or if the Condemnation involves a claim equal to or greater than the Condemnation Limit and would have a material adverse effect on parking, access or Improvements at any Individual Property, the Administrative Agent may participate in any Taking such negotiations and proceedings (not to and the exclusion reasonable out-of-pocket costs of the Borrower), Administrative Agent with respect thereto shall be at the expense of the Borrowers and the Borrower Borrowers shall from time to time deliver to the Administrative Agent all instruments requested by it required to permit participation in such participationnegotiations and proceedings. The Each Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedingsproceedings (subject, however, to the Borrower’s rights to negotiate and settle certain claims without the consultation of the Administrative Agent as set forth above). The Administrative Agent may participate is hereby irrevocably appointed as each Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and apply any award consistent with the Loan Documents and, upon any Borrower’s failure to diligently prosecute a claim for an Award, to make any compromise or settlement in connection with any such proceedings Condemnation. Notwithstanding any taking by any public or quasi-public authority through eminent domain or otherwise (including but not limited to the exclusion any transfer made in lieu of or in anticipation of the Borrower) and may be represented therein by counsel exercise of such taking), the Administrative Agent’s selection Borrowers shall continue to pay the Indebtedness at the Borrower’s cost time and expense. Without in the Administrative Agent’s prior consent, manner provided for its payment in the Borrower Notes and in this Agreement and the Indebtedness shall not be reduced until any award or payment therefor (ian “Award”) shall not agree to any Condemnation Award have been actually received and (ii) shall not take any action or fail to take any action which would cause the Condemnation Award to be determined; provided, however, that if no Event of Default exists, and upon prior written notice to applied by the Administrative Agent, after the Borrower shall have deduction of reasonable out-of-pocket expenses of collection not previously paid by the right Borrowers, to compromise and collect the reduction or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) discharge of the Appraised Value Indebtedness. The Administrative Agent shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of such Project, the Award interest at the rate or rates provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided herein or in the preceding sentence) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the ObligationsNotes. If any Project an Individual Property or any portion thereof is subject to taken by a Takingcondemning authority, the Borrower Borrowers shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X the Individual Property and otherwise comply with the provisions of Section 10.033.3 hereof. If such Project an Individual Property is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent of the Condemnation Award, the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the ObligationsIndebtedness.

Condemnation Awards. (a) The Borrower Grantor shall promptly give immediately notify Agent of the Administrative Agent notice institution of any actual Taking proceeding for the condemnation or other taking of the Mortgaged Property or any Taking that has been threatened in writing and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual or threatened Takingportion thereof. The Administrative Agent may participate in any Taking proceedings (not to the exclusion of the Borrower), and the Borrower shall from time to time deliver to the Administrative Agent all instruments requested by it to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not proceeding and Grantor will deliver to the exclusion of the Borrower) and may be represented therein Agent all instruments necessary or required by counsel of the Administrative Agent’s selection at the Borrower’s cost and expenseAgent to permit such participation. Without the Administrative Agent’s 's prior consent, the Borrower Grantor (i1) shall not agree to any Condemnation Award compensation or award, and (ii2) shall not take any action or fail to take any action which would cause the Condemnation Award compensation to be determined; provided, however, that if no Event . All awards and compensation for the taking or purchase in lieu of Default exists, and upon prior written notice to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) condemnation of the Appraised Value of such Project, provided that such condemnation does not result in Mortgaged Property or any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is part thereof are hereby assigned to and (except as provided in the preceding sentence) shall be paid to Agent for the Administrative benefit of Beneficiary to the extent there is an outstanding balance on the Financing; any excess shall be paid to Grantor. Grantor authorizes Agent (on behalf for the benefit of Beneficiary to collect and receive such awards and compensation, to give proper receipts and acquittance therefor, and in Agent's sole discretion to apply the same toward the payment of the Lenders) andFinancing, except as expressly set forth in Section 10.03 hereofnotwithstanding that the Financing may not then be due and payable, shall be applied or to the repayment restoration of the Obligations. If any Project Mortgaged Property; however, if the award is less than or any portion thereof is subject equal to $10,000.00 and Grantor requests that such proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration result of such Project condemnation, Agent will apply the award to such restoration in accordance with this Article X and otherwise comply with disbursement procedures applicable to insurance proceeds provided there exists no Event of Default. Grantor, upon request by Agent, shall execute all instruments requested to confirm the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent assignment of the Condemnation Awardawards and compensation to Agent for the benefit of Beneficiary, the Administrative Agent free and the Lenders shall have the rightclear of all liens, whether charges or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsencumbrances.

Condemnation Awards. (a) The Borrower shall promptly give immediately notify Agent of the Administrative Agent notice institution of any actual Taking proceeding for the condemnation or other taking of the Project or any Taking that has been threatened in writing and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual or threatened Takingportion thereof. The Administrative Agent may participate in any Taking proceedings (not to the exclusion of the Borrower), and the Borrower shall from time to time deliver to the Administrative Agent all instruments requested by it to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not proceeding and Borrower will deliver to Agent all instruments necessary or required by Agent to permit such participation. Where the exclusion amount of the Borrowercompensation or award is anticipated to be in excess of $25,000 (the "Award Threshold") and may be represented therein by counsel of the Administrative Borrower shall not, without Agent’s selection at the Borrower’s cost and expense. Without the Administrative Agent’s 's prior consent, the Borrower (ia) shall not agree to any Condemnation Award compensation or award, and (iib) shall not take any action or fail to take any action which would cause the Condemnation Award compensation to be determined; provided. All awards and compensation for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to Agent as security for the obligations of Borrower under this Agreement, however, that if all such awards and compensation below the Award Threshold may be paid directly to Borrower so long as no Event of Default exists, exists and upon prior written notice to restoration or repair and the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) continued operation of the Appraised Value of such Project, provided that such applicable Property is economically feasible (and the condemnation does or other taking did not result affect in any material adverse effect upon way the Project affected thereby. In Improvements) and all such awards and compensation in excess of the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) Threshold shall be paid to the Administrative Agent. Borrower authorizes Agent (on behalf to collect and receive such awards and compensation in excess of the LendersAward Threshold to give proper receipts and acquittances therefor, and in Agent's sole discretion, (a) andto apply the same (after deduction of Lender's reasonable costs and expenses, except if any in collecting the same) toward the payment of the Loan in such order and manner as expressly Agent may elect, notwithstanding that the Loan may not then be due and payable, or (b) to make the same available to Borrower for the restoration or repair of the Project. If the net proceeds of the condemnation award are made available to Borrower for restoration or repair, such proceeds shall be disbursed upon satisfaction of and in accordance with the terms and conditions set forth in Section 10.03 hereof3.2. Borrower, upon request by Agent, shall be applied execute all instruments requested to confirm the repayment assignment of the Obligations. If any Project awards and compensation to Agent, free and clear of all liens, charges or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent of the Condemnation Award, the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsencumbrances.

Condemnation Awards. (a) The Borrower Xxxxxxxx shall promptly give immediately notify Lender of the Administrative Agent notice institution of any actual Taking proceeding for the condemnation or other taking of the Property or any Taking that has been threatened in writing and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual or threatened Takingportion thereof. The Administrative Agent Lender may participate in any Taking proceedings (not to the exclusion of the Borrower), such proceeding and the Borrower shall from time to time will deliver to the Administrative Agent Lender all instruments requested necessary or required by it Lender to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative AgentXxxxxx’s prior consent, the not to be unreasonably withheld with respect to an Immaterial Condemnation (as defined below), Borrower (i1) shall not agree to any Condemnation Award compensation or award, and (ii2) shall not take any action or fail to take any action which would cause the Condemnation Award compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of the Property or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in Lender’s sole discretion, to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Property; provided, however, that if no Event of Default exists(A) the award is less than or equal to $___________________ and Borrower requests that such proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and upon prior written notice parking area repairs) required to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value be made as a result of such Project, provided that condemnation or (B) such condemnation does not result in any material adverse effect upon adversely affect the Project affected thereby. In Property or access thereto, as reasonably determined by Lender (the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly foregoing set forth in Section 10.03 hereofclauses (A) and (B), shall be applied an “Immaterial Condemnation”), Lender will apply the award to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project restoration in accordance with this Article X and otherwise comply with the provisions disbursement procedures applicable to insurance proceeds as set forth therein, provided, that there exists no Default or Event of Section 10.03Default. If such Project is soldBorrower, through foreclosure or otherwiseupon request by Xxxxxx, prior shall execute all instruments requested to confirm the receipt by the Administrative Agent assignment of the Condemnation Awardawards and compensation to Xxxxxx, free and clear of all liens, charges or encumbrances. It is expressly understood and agreed that any proceeds received by Xxxxxx pursuant to this Section 3 shall in no way be construed as being held in trust for the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsbenefit of Borrower.

Condemnation Awards. (a) The Borrower shall promptly give notify Lender of the Administrative Agent receipt by Borrower of notice of the institution of any actual Taking proceeding for the condemnation or other taking of the Property or any Taking that has been threatened in writing and shall deliver portion thereof. Subject to the Administrative Agent copies Leases, if the condemnation award is reasonably expected to exceed $100,000 or if an Event of any and all papers served in connection with such actual or threatened Taking. The Administrative Agent Default exists, Lender may participate in any Taking proceedings (not to the exclusion of the Borrower), such proceeding and the Borrower shall from time to time deliver to the Administrative Agent Lender all instruments requested necessary or reasonably required by it Lender to permit such participation. The Borrower shallIf the condemnation award is reasonably expected to exceed $100,000, at its expensewithout Lender's prior written consent (which consent shall not be unreasonably withheld), diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative Agent’s prior consent, the Borrower (i) shall not agree to any Condemnation Award compensation or award, and (ii) shall not take any action or fail to take any action which would cause the Condemnation Award compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of the Property or any part thereof are hereby assigned to and shall be paid to Lender for application to the Obligations (except as expressly provided below), provided that Borrower shall be permitted to retain the entire award for any temporary taking (meaning a taking which lasts not more than one (1) year, so long as the temporary taking terminates prior to the Scheduled Maturity Date) so long as the NYC Leases remain in full force and effect at all times and no Event of Default exists. Borrower authorizes Lender to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and to apply the same toward the payment of the Obligations in such order, priority and proportions as Lender in its reasonable discretion shall deem proper (and provided no Event of Default has occurred and is continuing as of the date Lender applies such condemnation proceeds to the Obligations, no Applicable Prepayment Fee shall be payable in connection with any such prepayment), notwithstanding that the Obligations may not then be due and payable; provided, however, that if no Event the award is less than or equal to $100,000.00 and Borrower requests that such proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of Default existssuch condemnation, and Lender will apply the award to such restoration in accordance with disbursement procedures applicable to Net Proceeds. Borrower, upon prior written notice request by Lender, shall execute all instruments reasonably requested by Lender to confirm the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) assignment of the Appraised Value awards and compensation to Lender, free and clear of such Projectall Liens, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and charges (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly set forth in Section 10.03 hereofabove) or encumbrances. If Lender applies condemnation proceeds to the Obligations, the lien of the Loan Documents shall be reduced only by the amount of such proceeds actually applied by Lender in reduction of the Obligations, but if such proceeds do not discharge the Obligations in full, then Lender may elect to accelerate repayment of, or Borrower may elect to repay, the entire remaining outstanding balance of the Obligations, such prepayment to be made in either case within one hundred twenty (120) days following notice from the electing party to the other party (or such longer period as may be reasonably necessary for Borrower to secure replacement financing as long as Borrower is diligently pursuing said refinancing in good faith), without any Applicable Prepayment Fee due thereon so long as no Event of Default exists as of both the date Lender so accelerates or Borrower elects repayment of the ObligationsObligations and the date the Obligations are fully and finally repaid. If Regardless of whether condemnation proceeds are made available to Borrower, Borrower shall, promptly following a condemnation or other taking and diligently thereafter, undertake, (to the extent the Tenants have not undertaken), all actions necessary to keep the Property safe, secure and free from reasonably foreseeable hazards and otherwise in material compliance with applicable Legal Requirements and notwithstanding any Project condemnation or any portion thereof is subject to a Takingother taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent of the Condemnation Award, the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient continue to pay the ObligationsObligations at the time and in the manner provided for their payment in this Agreement.

Condemnation Awards. (a) The Borrower shall promptly give the Administrative Agent Lender written notice of the actual or threatened commencement of any actual Taking condemnation or any Taking that has been threatened in writing eminent domain proceeding (a "CONDEMNATION") and shall deliver to the Administrative Agent Lender copies of any and all papers served in connection with such actual Condemnation. Following the occurrence of a Condemnation, Borrower, regardless of whether any award or threatened Takingcompensation (an "AWARD") is available, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. The Administrative Agent Lender may participate in any Taking proceedings (not to the exclusion of the Borrower), such proceeding and the Borrower shall from time to time will deliver to the Administrative Agent Lender all instruments requested necessary or required by it Lender to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative Agent’s Lender's prior consent, the Borrower (ia) shall not agree to any Condemnation Award Award, and (iib) shall not take any action or fail to take any action which would cause the Condemnation Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awards, to give proper receipts and acquittances therefor, and in Lender's sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award is less than or equal to $100,000 and Borrower requests that if no Event of Default existssuch proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and upon prior written notice parking area repairs) required to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value be made as a result of such Projectcondemnation, provided that Lender will apply the Award to such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project restoration in accordance with this Article X and otherwise comply with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments requested to confirm the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent assignment of the Condemnation AwardAwards to Lender, the Administrative Agent free and the Lenders shall have the rightclear of all liens, whether charges or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsencumbrances.

Condemnation Awards. (a) The To the extent a Borrower receives written notice thereof, the Borrower shall promptly give the Administrative Agent written notice of the actual or threatened commencement of any actual Taking condemnation or eminent domain proceeding affecting all or any Taking that has been threatened in writing substantial portion of a Real Property Asset (a “Condemnation”) and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual or threatened TakingCondemnation. The Administrative Agent may participate in any Taking proceedings (Following the occurrence of a Condemnation, so long as an Event of Default does not to the exclusion of the Borrower)exist, and the Borrower shall from time be entitled to time deliver receive any award or compensation (an “Award”) paid in connection with the Condemnation and decide whether or not (and to what extent) to restore, repair, replace or rebuild the affected Real Property Asset. Upon the written request of the Administrative Agent, the applicable Borrower shall keep the Administrative Agent informed of the progress of the Condemnation proceedings, including delivering to the Administrative Agent all instruments requested by it to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with documents which are reasonably necessary for the Administrative AgentAgent be properly informed. So long as no Event of Default exists, the applicable Borrower may settle such Condemnation in such manner and for such amount as Borrower determines is acceptable in its attorneys and expertsreasonable judgment. So long as an Event of Default exists, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without however, without the Administrative Agent’s prior consent, the Borrower (ia) shall not agree to any Condemnation Award Award, and (iib) shall not take any action or fail to take any action which would cause the Condemnation Award to be determined; provided, however, that if no Event determined and all Awards for the taking or purchase in lieu of Default exists, condemnation of any Real Property Asset or any part thereof in such circumstances shall be assigned and upon prior written notice paid to the Administrative Agent. If the applicable Facility Operating Lease is not terminated, then, to the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value of such Project, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) shall be paid to extent the Administrative Agent (on behalf of receives the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent of the Condemnation Award, the Administrative Agent shall make such Award available to the applicable Eligible Tenant under the terms and conditions of its Facility Operating Lease. Anything herein to the contrary notwithstanding, if an Event of Default exists and the Lenders shall have applicable Facility Operating Lease is terminated, the rightAdministrative Agent is authorized to adjust such Award without the consent of the Borrower and to collect such Award in the name of the Administrative Agent and the Borrower. In such event and in the Administrative Agent’s reasonable discretion, whether the Administrative Agent may apply any such Award it may receive to Obligations owing under the Credit Documents in such order and manner as the Administrative Agent in its sole discretion determines, or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, allow all or a portion thereof sufficient of such Award to pay be used for the Obligationsrestoration of the affected Real Property Asset.

Condemnation Awards. (a) The Borrower Borrowers shall promptly give the notify Administrative Agent notice of the actual or threatened commencement of any actual Taking condemnation or eminent domain proceeding affecting any Taking that has been threatened in writing Project (a “Condemnation”) and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual Condemnation. Following the occurrence of a Condemnation, Borrowers, regardless of whether any award or threatened Taking. The Administrative Agent may participate in any Taking proceedings compensation (not an “Award”) is available, shall promptly commence and diligently complete the preparation of plans and specifications for the restoration and shall thereafter diligently pursue the restoration to completion to the exclusion extent practicable to be of at least equal value and of substantially the Borrower)same character as prior to such Condemnation, and the Borrower all to be effected in accordance with all Requirements of Law. Borrowers shall from time to time deliver to the Administrative Agent all instruments requested by it to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, proceeding and shall consult with Administrative Agent in connection therewith. Without limiting the Administrative Agentforegoing, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings proceeding (not to the exclusion for itself and on behalf of the BorrowerLenders) and may be represented therein Borrowers will deliver to Administrative Agent all instruments reasonably necessary or required by counsel of the Administrative Agent’s selection at the Borrower’s cost and expenseAgent to permit such participation. Without the Administrative Agent’s prior consentwritten consent (which consent shall not be unreasonably withheld, the Borrower (i) conditioned or delayed), Borrowers shall not agree to any Condemnation Award Award. All Awards for the taking or purchase in lieu of condemnation of any Project or any part thereof are hereby assigned to and (ii) shall not take any action or fail be paid to take any action which would cause the Condemnation Award Administrative Agent to be determinedheld and disbursed or applied as hereinafter provided. Administrative Agent is hereby irrevocably appointed as Borrowers’ attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any Award, and to give proper receipts and acquittances therefor, and in Administrative Agent’s sole discretion (in consultation with the Required Lenders) to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the applicable Project; provided, however, if the Award is less than or equal to $250,000 and Borrowers request that such proceeds be used for nonstructural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such Condemnation, Administrative Agent will apply the Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrowers, upon written request by Administrative Agent, shall execute all instruments reasonably requested to confirm the assignment of the Awards to Administrative Agent, free and clear of all liens, charges or encumbrances (except for Permitted Exceptions). Anything herein to the contrary notwithstanding, if no an Event of Default or Potential Default exists, Administrative Agent is authorized to adjust such Award without the consent of Borrowers and upon prior written notice to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation such Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value of such Project, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) shall be paid to the name of Administrative Agent (on behalf of itself and the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent of the Condemnation Award, the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the ObligationsBorrowers.

Condemnation Awards. (a) The Borrower shall promptly give prompt notice to Lender of the Administrative Agent notice institution of any actual Taking proceeding for the condemnation or other taking of the Property or any Taking that has been threatened in writing and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual or threatened Takingportion thereof. The Administrative Agent Lender may participate in any Taking proceedings (not to the exclusion of the Borrower), such proceeding and the Borrower shall from time to time will deliver to the Administrative Agent Lender all instruments requested necessary or required by it Lender to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative AgentLender’s prior consent, the not to be unreasonably withheld with respect to an Immaterial Condemnation (as defined below), Borrower (i1) shall not agree to any Condemnation Award compensation or award, and (ii2) shall not take any action or fail to take any action which would cause the Condemnation Award compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of the Property or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in Lender’s sole discretion, to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Property; provided, however, that if no Event of Default exists(A) the Exhibit 36942122.8 award is less than or equal to $1,000,000.00 and Borrower requests that such proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and upon prior written notice parking area repairs) required to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value be made as a result of such Projectcondemnation, provided that (B) such condemnation does not result in any material adverse effect upon adversely affect the Project affected thereby. In Property or access thereto, as reasonably determined by Lender, or (C) Borrower is obligated to repair and restore the event of such Taking, Property under the Condemnation Award payable is hereby assigned to and Amazon Lease (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly foregoing set forth in Section 10.03 hereofclauses (A), shall be applied (B), and/or (C), an “Immaterial Condemnation”), Lender will apply the award to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project restoration in accordance with this Article X and otherwise comply with the provisions disbursement procedures applicable to insurance proceeds as set forth therein, provided, that there exists no Default or Event of Section 10.03Default. If such Project is soldBorrower, through foreclosure or otherwiseupon request by Lender, prior shall execute all instruments requested to confirm the receipt by the Administrative Agent assignment of the Condemnation Awardawards and compensation to Lender, free and clear of all liens, charges or encumbrances other than Permitted Encumbrances. It is expressly understood and agreed that any proceeds received by Lender pursuant to this Section 3 shall in no way be construed as being held in trust for the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligations.benefit of Borrower. Exhibit 36942122.8 EXHIBIT 5.11

Condemnation Awards. (a) The Borrower shall promptly give Grantor, immediately upon obtaining knowledge of the Administrative Agent notice institution of any actual Taking proceedings for the condemnation of the Premises or any Taking that has been threatened in writing and shall deliver to portion thereof, will notify the Administrative Agent copies Beneficiary of any and all papers served in connection with the pendency of such actual or threatened Takingproceedings. The Administrative Agent Beneficiary may participate in any Taking such proceedings (not to the exclusion of the Borrower), and the Borrower shall Grantor from time to time will deliver to the Administrative Agent Beneficiary all instruments requested by it to permit such participation. The Borrower shallSubject to the terms and conditions of the Leases, at its expense, diligently prosecute any such proceedings, all awards and shall consult with compensation payable to the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense Grantor as a result of any such proceedings. The Administrative Agent may participate condemnation, or other taking or purchase in any such proceedings (not to the exclusion lieu thereof, of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative Agent’s prior consentPremises or any part thereof, the Borrower (i) shall not agree to any Condemnation Award and (ii) shall not take any action or fail to take any action which would cause the Condemnation Award to be determined; provided, however, that if no Event of Default exists, and upon prior written notice to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value of such Project, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is are hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf Beneficiary. Subject to the terms and conditions of the Lenders) Leases, the Grantor hereby authorizes the Beneficiary to collect and receive such awards and compensation, to give proper receipts and acquittances therefor and, except as expressly set forth in Section 10.03 hereofthe Beneficiary's sole discretion, to apply the same toward the payment of the Indebtedness, notwithstanding the fact that the Indebtedness may not then be due and payable, or to the restoration of the Improvements. In the event that any portion of the condemnation awards or compensation shall be used to reduce the Indebtedness, same shall be applied by the Beneficiary in any manner it shall designate, including, but not limited to, the application of such award or compensation to then unpaid installments of the principal balance of the Indebtedness in the inverse order of their maturity so that the regular payments under the Loan Agreement shall not be reduced or altered in any manner. The Grantor, upon request by the Beneficiary, shall make, execute and deliver any and all instruments requested for the purpose of confirming the assignment of the aforesaid awards and compensation to the repayment Beneficiary free and clear of any liens, charges or encumbrances of any kind or nature whatsoever. The Beneficiary shall not be limited to the interest paid on the proceeds of any award or compensation, but shall be entitled to the payment by the Grantor of interest at the applicable rate provided for herein or in the Loan Agreement. Notwithstanding the voiding of the Obligations. If any Project original sale(s) or leasing(s) of all or any portion thereof is subject to a Takingof the Premises, the Borrower Grantor shall promptly commence continue to pay the Indebtedness at the time and diligently prosecute in the Restoration manner provided for its payment in the Loan Agreement and in this Leasehold Deed of Trust and the Indebtedness shall not be reduced until any payment therefor shall have been actually received and applied by the Beneficiary to the discharge of the Indebtedness. The Beneficiary may apply any such Project payment to the discharge of the Indebtedness whether or not then due and payable in accordance with this Article X such priority and otherwise comply with proportions as the provisions of Section 10.03Beneficiary in its discretion shall deem to be proper. If such Project is the Premises are sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent Beneficiary of the Condemnation Awardsuch payment, the Administrative Agent and the Lenders Beneficiary shall have the right, whether or not a deficiency judgment on under the Notes Loan Agreement shall have been sought, recovered or denied, to receive the Condemnation Awardsaid payment, or a portion thereof sufficient to pay the ObligationsIndebtedness, whichever is less. The Grantor, after obtaining the prior written consent of the Beneficiary, shall file and prosecute its claim or claims for any such payment in good faith and with due diligence and cause the same to be collected and paid over to the Beneficiary, and hereby irrevocably authorizes and empowers the Beneficiary, in the name of the Grantor or otherwise, to collect and receipt for any such payment and to file and prosecute such claim or claims, and although it is hereby expressly agreed that the same shall not be necessary in any event, the Grantor shall, upon demand of the Beneficiary, make, execute and deliver any and all assignments arid other instruments sufficient for the purpose of assigning any such payment to the Beneficiary, free and clear of any encumbrances of any kind or nature whatsoever.

Condemnation Awards. (a) The Borrower shall promptly give the Administrative Agent Lender written notice of the actual or threatened commencement of any actual Taking condemnation or any Taking that has been threatened in writing eminent domain proceeding (a "CONDEMNATION") and shall deliver to the Administrative Agent Lender copies of any and all papers served in connection with such actual Condemnation. Following the occurrence of a Condemnation, Borrower, provided any award or threatened Takingcompensation (an "AWARD") is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. The Administrative Agent Lender may participate in any Taking proceedings (not to the exclusion of the Borrower), such proceeding and the Borrower shall from time to time will deliver to the Administrative Agent Lender all instruments requested necessary or required by it Lender to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative Agent’s Lender's prior consent, the Borrower (ia) shall not agree to any Condemnation Award Award, and (iib) shall not take any action or fail to take any action which would cause the Condemnation Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awards, to give proper receipts and acquittances therefor, and in Lender's sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award is less than or equal to $100,000 and Borrower requests that if no Event of Default existssuch proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and upon prior written notice parking area repairs) required to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value be made as a result of such Projectcondemnation, provided that Lender will apply the Award to such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project restoration in accordance with this Article X and otherwise comply with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments requested to confirm the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent assignment of the Condemnation AwardAwards to Lender, the Administrative Agent free and the Lenders shall have the rightclear of all liens, whether charges or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsencumbrances.

Condemnation Awards. (a) The Borrower Borrowers shall promptly give immediately notify Agent of the Administrative Agent notice institution of any actual Taking or threatened commencement of any proceeding for the condemnation or other taking of any Project or any Taking that has been threatened in writing and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual or threatened Takingportion thereof. The Administrative Agent may participate in any Taking proceedings (not to the exclusion of the Borrower), and the Borrower shall from time to time deliver to the Administrative Agent all instruments requested by it to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not proceeding and Borrowers will deliver to the exclusion of the Borrower) and may be represented therein Agent all instruments necessary or required by counsel of the Administrative Agent’s selection at the Borrower’s cost and expenseAgent to permit such participation. Without the Administrative Agent’s prior consent, the Borrower Borrowers (ia) shall not agree to any Condemnation Award compensation or award, and (iib) shall not take any action or fail to take any action which would cause the Condemnation Award compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of the Projects or any part thereof are hereby assigned to and shall be paid to Agent. Borrowers authorize Agent to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in Agent’s sole discretion, (a) to apply the same (after deduction of Lender’s reasonable costs and expenses, if any in collecting the same) toward the payment of the Loans in such order and manner as Agent may elect, notwithstanding that the Loans may not then be due and payable; provided, however, that if the compensation or award is less than or equal to $100,000 and provided there exists no Event of Default existsDefault, and upon prior written notice Borrowers request that such proceeds be used for nonstructural site improvements (such as landscape, driveway, walkway, and parking area repairs) required to be made as a result of such condemnation, Agent will apply such compensation or award to such restoration in accordance with disbursement procedures applicable to insurance proceeds, or (b) to make the Administrative Agent, same available to Borrowers for the Borrower shall have the right to compromise and collect restoration or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) repair of the Appraised Value Projects. If the net proceeds of the condemnation award are made available to Borrower for restoration or repair, such Project, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) proceeds shall be paid to disbursed upon satisfaction of and in accordance with the Administrative Agent (on behalf of the Lenders) and, except as expressly terms and conditions set forth in Section 10.03 hereof3.2. Borrowers, upon request by Agent, shall be applied execute all instruments requested to confirm the repayment assignment of the Obligations. If any Project awards and compensation to Agent, free and clear of all Liens, charges or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent of the Condemnation Award, the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsencumbrances.

Condemnation Awards. (a) The Borrower shall promptly give immediately notify the Administrative Agent notice Lender of the institution of any actual Taking proceeding for the condemnation or other taking of the Property or any Taking that has been threatened in writing and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual or threatened Takingportion thereof. The Administrative Agent Lender may participate in any Taking proceedings (not to the exclusion of the Borrower), such proceeding and the Borrower shall from time to time will deliver to the Administrative Agent Lender all instruments requested necessary or required by it the Lender to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative AgentLender’s prior consent, not to be unreasonably withheld with respect to an Immaterial Condemnation (as defined below), the Borrower (i1) shall not agree to any Condemnation Award compensation or award, and (ii2) shall not take any action or fail to take any action which would cause the Condemnation Award compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of the Property or any part thereof are hereby assigned to and shall be paid to the Lender. The Borrower authorizes the Lender to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in the Lender’s sole discretion, to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Property; provided, however, that if no Event of Default exists, (A) the award is less than or equal to $___________________ and upon prior written notice to the Administrative Agent, the Borrower shall have the right requests that such proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value be made as a result of such Project, provided that condemnation or (B) such condemnation does not result in any material adverse effect upon adversely affect the Project affected thereby. In Property or access thereto, as reasonably determined by the event of such Taking, Lender (the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly foregoing set forth in Section 10.03 hereofclauses (A) and (B), shall be applied to the repayment of the Obligations. If any Project or any portion thereof is subject to a Takingan “Immaterial Condemnation”), the Borrower shall promptly commence and diligently prosecute Lender will apply the Restoration of award to such Project restoration in accordance with this Article X the disbursement procedures applicable to insurance proceeds as set forth therein, provided, that there exists no Default or Event of Default. The Borrower, upon request by the Lender, shall execute all instruments requested to confirm the assignment of the awards and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior compensation to the receipt Lender, free and clear of all liens, charges or encumbrances. It is expressly understood and agreed that any proceeds received by the Administrative Agent Lender pursuant to this Section 3 shall in no way be construed as being held in trust for the benefit of the Condemnation Award, the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the ObligationsBorrower.

Condemnation Awards. (a) The Borrower shall promptly give immediately notify Agent of the Administrative Agent notice institution of any actual Taking proceeding for the condemnation or other taking of the Project or any Taking that has been threatened in writing and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual or threatened Takingportion thereof. The Administrative Agent may participate in any Taking proceedings (not to the exclusion of the Borrower), and the Borrower shall from time to time deliver to the Administrative Agent all instruments requested by it to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not proceeding and Borrower will deliver to the exclusion of the Borrower) and may be represented therein Agent all instruments necessary or required by counsel of the Administrative Agent’s selection at the Borrower’s cost and expenseAgent to permit such participation. Without the Administrative Agent’s prior consentconsent not to be unreasonably withheld, the conditioned or delayed, Borrower (i1) shall not agree to any Condemnation Award compensation or award, and (ii2) shall not take any action or fail to take any action which would cause the Condemnation Award compensation to be determined. Subject to the immediately following sentence, all awards and compensation for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Agent. Borrower authorizes Agent to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in Agent’s sole discretion to apply the same toward the payment of the Loan (provided, however, no Spread Maintenance shall be due in connection with any such payment), notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the award is less than or equal to $10,000,000 and Borrower requests that if such proceeds be used for improvements required to be made as a result of such condemnation, Agent will apply the award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Event of Default existsDefault, and upon prior written notice subject to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value of such Project, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except same conditions as provided in the preceding sentence) shall be paid are applicable to the Administrative Agent (on behalf application of the Lenders) and, except as expressly set forth in insurance proceeds to restoration under Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent of the Condemnation Award, the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligations.3.2

Condemnation Awards. (a) The Borrower shall promptly give immediately notify Senior Lender of the Administrative Agent notice institution of any actual Taking proceeding for the condemnation or other taking of all or any Taking that has been threatened in writing and shall deliver to the Administrative Agent copies portion of any and all papers served in connection with such actual or threatened TakingProperty (the "Taken Property"). The Administrative Agent Senior Lender may participate in any Taking proceedings (not to the exclusion of the Borrower), such proceeding and the Borrower shall from time to time will deliver to the Administrative Agent Senior Lender all instruments requested necessary or required by it Senior Lender to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative Agent’s Senior Lender's prior reasonable consent, the No Borrower Party (i1) shall not agree to any Condemnation Award and compensation or award, or (ii2) shall not take any action or fail to take any action which would cause the Condemnation Award compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of the Taken Property are hereby assigned to and shall be paid to Senior Lender. Borrower authorizes Senior Lender to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in Senior Lender's sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Taken Property; provided, however, that if Borrower requests that such proceeds be used for either (a) non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation or (b) to restore, replace or rebuild the Taken Property to the extent practicable to be of at least equal value and of substantially the same character as prior to such condemnation or taking and consistent with the Loan Application, all to be effected in accordance with applicable law, then, Senior Lender shall apply the award to such restoration in accordance with the disbursement procedures applicable to insurance proceeds set forth in Section 3.2 above so long as (i) there exists no Potential Default or Event of Default existsDefault, (ii) such award and upon prior written notice to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that compensation does not exceed the lesser of (i) $5,000,000 Restoration Threshold, and (iiiii) ten percent such restoration or replacement shall be completed within six (10%6) of the Appraised Value of such Project, provided that months after such condemnation does not result or taking and in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and at least one hundred eighty (except as provided in the preceding sentence180) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, days prior to the receipt Maturity Date. Borrower upon request by Senior Lender, shall execute all instruments requested to confirm the Administrative Agent assignment of the Condemnation Awardawards and compensation to Senior Lender, the Administrative Agent free and the Lenders shall have the rightclear of all liens, whether charges or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligations.encumbrances. Section 3.4

Condemnation Awards. (a) The Borrower shall promptly give the Administrative Agent Lender written notice of the actual, or threatened commencement of any actual Taking condemnation or any Taking that has been threatened in writing eminent domain proceeding (a "CONDEMNATION") and shall deliver to the Administrative Agent Lender copies of any and all papers served in connection with such actual Condemnation. Following the occurrence of a Condemnation, Borrower, regardless of whether any award or threatened Takingcompensation (an "AWARD") is available, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. The Administrative Agent Lender may participate in any Taking proceedings (not to the exclusion of the Borrower), such proceeding and the Borrower shall from time to time will deliver to the Administrative Agent Lender all instruments requested necessary or required by it Lender to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative Agent’s Lender's prior consent, the Borrower (ia) shall not agree to any Condemnation Award Award, and (iib) shall not take any action or fail to take any action which would cause the Condemnation Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awards, to give proper receipts and acquittances therefor, and in Lender's sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award is less than or equal to $100,000 and Borrower requests that if no Event of Default existssuch proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and upon prior written notice parking area repairs) required to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value be made as a result of such Projectcondemnation, provided that Lender will apply the Award to such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project restoration in accordance with this Article X and otherwise comply with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments requested to confirm the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent assignment of the Condemnation AwardAwards to Lender, the Administrative Agent free and the Lenders shall have the rightclear of all liens, whether charges or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsencumbrances.

Condemnation Awards. (a) The Borrower shall promptly give immediately notify Lender of the Administrative Agent notice institution of any actual Taking proceeding for the condemnation or other taking of the Project or any Taking that has been threatened in writing and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual or threatened Takingportion thereof. The Administrative Agent Lender may participate in any Taking proceedings (not to the exclusion of the Borrower), such proceeding and the Borrower shall from time to time will deliver to the Administrative Agent Lender all instruments requested necessary or required by it Lender to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative AgentLender’s prior consent, the Borrower (ia) shall not agree to any Condemnation Award compensation or award, and (iib) shall not take any action or fail to take any action which would cause the Condemnation Award compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender, which payments shall not be subject to a Prepayment Fee. Borrower authorizes Lender to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in Lender’s sole discretion to apply the same toward the payment of the Loan, which payments shall not be subject to a Prepayment Fee, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the award is less than or equal to $650,000.00 and Borrower requests that such proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the award to such restoration in accordance with disbursement procedures applicable to insurance proceeds, provided there exists no Event of Default. In the event that Lender permits such compensation or award to be applied towards restoration of the Project, any excess amounts remaining after restoration of the Project may be either applied to the reduction of the Principal Balance of the Loan, in which case no Prepayment Fee shall be payable in connection therewith, or, if no Event of Default exists, and paid to Borrower, in Lender’s sole discretion. Borrower, upon prior written notice request by Lender, shall execute all instruments requested to confirm the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) assignment of the Appraised Value awards and compensation to Lender, free and clear of such Projectall Liens, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project charges or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent of the Condemnation Award, the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsencumbrances.

Condemnation Awards. (a) The Borrower Borrowers shall promptly give immediately notify the Administrative Agent notice of the institution of any actual Taking proceeding for the condemnation or other taking of any Project or any Taking that has been threatened in writing and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual or threatened Taking. The Administrative Agent may participate in any Taking proceedings (not to the exclusion of the Borrower), and the Borrower shall from time to time deliver to the Administrative Agent all instruments requested by it to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedingsportion thereof. The Administrative Agent may participate in any such proceedings (not proceeding and the Borrowers will deliver to the exclusion Administrative Agent (on behalf of the BorrowerLenders) and may be represented therein all instruments necessary or required by counsel of the Administrative Agent’s selection at the Borrower’s cost and expenseAgent to permit such participation. Without the Administrative Agent’s 's prior consentconsent (subject to the approval of the Majority Lenders), the Borrower Borrowers (ia) shall not agree to any Condemnation Award compensation or award, and (iib) shall not take any action or fail to take any action which would cause the Condemnation Award compensation to be determined; provided, however, that if no Event . All awards and compensation for the taking or purchase in lieu of Default exists, and upon prior written notice to the Administrative Agent, the Borrower shall have the right to compromise and collect condemnation of a Project or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value of such Project, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is part thereof are hereby assigned to and shall (except as provided in to the preceding sentenceextent such moneys are not required to be applied differently under any applicable Leasehold Property Lease approved by Administrative Agent) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations). If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by The Borrowers hereby authorize the Administrative Agent (on behalf of the Condemnation AwardLenders) to collect and receive such awards and compensation, to give proper receipts and acquaintances therefor, and in the Administrative Agent's sole discretion (to the extent such moneys are not required to be applied differently under any applicable Leasehold Property Lease approved by Administrative Agent) to apply the same toward the payment of the Loans, notwithstanding that the Loans may not then be due and payable, or to the restoration of the affected Project; PROVIDED, HOWEVER, THAT, if the award is less than or equal to $100,000 and the Borrowers request that such proceeds be used for the restoration of the remaining portions of such a Project or non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, the Administrative Agent will apply the award to such restoration in accordance with disbursement procedures applicable to insurance proceeds pursuant to SECTION 3.02 hereof, provided there exists no Potential Default or Event of Default. The Borrowers, upon request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation to the Lenders shall have the rightAdministrative Agent, whether free and clear of all liens, charges or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsencumbrances.

Condemnation Awards. (a) The Borrower shall promptly give the Administrative Agent written notice of the actual or threatened commencement of any actual Taking condemnation or eminent domain proceeding affecting any Taking that has been threatened in writing Project (a “Condemnation”) and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual Condemnation. Following the occurrence of a Condemnation, Borrower, regardless of whether any award or threatened Taking. The Administrative Agent may participate in any Taking proceedings compensation (not an “Award”) is available, shall promptly proceed to restore, repair, replace or rebuild the same to the exclusion extent practicable to be of at least equal value and of substantially the Borrower)same character as prior to such Condemnation, and the Borrower shall from time all to time deliver to the Administrative Agent all instruments requested by it to permit such participationbe effected in accordance with applicable law. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings proceeding (not to the exclusion for itself and on behalf of the BorrowerLenders) and may be represented therein Xxxxxxxx will deliver to Administrative Agent all instruments necessary or required by counsel of the Administrative Agent’s selection at the Borrower’s cost and expenseAgent to permit such participation. Without the Administrative Agent’s prior consent, the Borrower (ia) shall not agree to any Condemnation Award Award, and (iib) shall not take any action or fail to take any action which would cause the Condemnation Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the a Project or any part thereof are hereby assigned to and shall be paid to Administrative Agent. Administrative Agent is hereby irrevocably appointed as Xxxxxxxx’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 and to give proper receipts and acquittances therefor, and in Administrative Agent’s sole discretion (in consultation with the Required Lenders) to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the applicable Project; provided, however, if the Award is less than or equal to $100,000 and Borrower requests that such proceeds be used for nonstructural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such Condemnation, Administrative Agent will apply the Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Administrative Agent, shall execute all instruments requested to confirm the assignment of the Awards to Administrative Agent, free and clear of all liens, charges or encumbrances. Anything herein to the contrary notwithstanding, if no a Potential Default or Event of Default exists, Administrative Agent is authorized to adjust such Award without the consent of Borrower and upon prior written notice to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation such Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value of such Project, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) shall be paid to the name of Administrative Agent (on behalf of itself and the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent of the Condemnation Award, the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the ObligationsBorrower.

Condemnation Awards. (a) The Borrower shall promptly give the Administrative Agent Lender written notice of the actual or threatened commencement of any actual Taking condemnation or any Taking that has been threatened in writing eminent domain proceeding (a "CONDEMNATION") and shall deliver to the Administrative Agent Lender copies of any and all papers served in connection with such actual Condemnation. Following the occurrence of a Condemnation which affects any material improvements constructed on the Project, Borrower, regardless of LOAN AGREEMENT - Page 7 Fixxx Xxxxxx Xxxs./78416 12 whether any award or threatened Takingcompensation (an "AWARD") is available, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. The Administrative Agent Lender may participate in any Taking proceedings (not to the exclusion of the Borrower), such proceeding and the Borrower shall from time to time will deliver to the Administrative Agent Lender all instruments requested necessary or required by it Lender to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative Agent’s Lender's prior consent, the Borrower (ia) shall not agree to any Condemnation Award Award, and (iib) shall not take any action or fail to take any action which would cause the Condemnation Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awards, to give proper receipts and acquittances therefor, and in Lender's sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award is less than or equal to $100,000 and Borrower requests that if no Event of Default existssuch proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and upon prior written notice parking area repairs) required to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value be made as a result of such Projectcondemnation, provided that Lender will apply the Award to such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project restoration in accordance with this Article X and otherwise comply with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments requested to confirm the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent assignment of the Condemnation AwardAwards to Lender, the Administrative Agent free and the Lenders shall have the rightclear of all liens, whether charges or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsencumbrances.

Condemnation Awards. (a) The Borrower Borrowers shall promptly give immediately notify Agent of the Administrative Agent notice institution of any actual Taking proceeding for the condemnation or other taking of any Project or any Taking that has been threatened in writing and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual or threatened Takingportion thereof. The Administrative Agent may participate in any Taking proceedings (not to the exclusion of the Borrower), and the Borrower shall from time to time deliver to the Administrative Agent all instruments requested by it to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not proceeding and Borrowers will deliver to the exclusion of the Borrower) and may be represented therein Agent all instruments necessary or required by counsel of the Administrative Agent’s selection at the Borrower’s cost and expenseAgent to permit such participation. Without the Administrative Agent’s 's prior consent, the Borrower Borrowers (ia) shall not agree to any Condemnation Award compensation or award, and (iib) shall not take any action or fail to take any action which would cause the Condemnation Award compensation to be determined; provided. All awards and compensation for the taking or purchase in lieu of condemnation of the Projects or any part thereof are hereby assigned to and shall be paid to Agent. Borrowers authorize Agent to collect and receive such awards and compensation and to give proper receipts and acquittances therefore. Provided that (i) no monetary default, however, that if no material non-monetary default or Event of Default existshas occurred and is continuing hereunder or under any of the other Loan Documents, (ii) the restoration and upon prior written notice repair and the continued operation of the applicable Project is economically feasible and (iii) the condemnation or other taking did not affect in any way the applicable Improvements (other than the sidewalks and landscaping), the net proceeds of any condemnation award of not more than the greater of (a) $50,000 and (b) one-half percent (.5%) of the Allocated Loan Amount set forth on Schedule 3.2(a) attached hereto for the Project subject to such condemnation shall be made available to Borrowers for restoration or repair of the applicable Project. With respect to the Administrative Agent, net proceeds of any condemnation award of more than the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser greater of (i) $5,000,000 50,000 and (ii) ten one-half percent (10.5%) of the Appraised Value of such Project, provided that such condemnation does not result in any material adverse effect upon Allocated Loan Amount set forth on Schedule 3.2(a) attached hereto for the Project affected therebysubject to such condemnation, Agent shall, in its sole discretion, (a) apply the same (after deduction of Lender's reasonable out-of-pocket costs and expenses, if any, in collecting the same) toward the payment of the Loan in such order and manner as Agent may elect, notwithstanding that the Loan may not then be due and payable, or (b) make the same available to Borrowers for the restoration or repair of the Projects. In If the event net proceeds of the condemnation award are made available to Borrower for restoration or repair, such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) proceeds shall be paid to disbursed upon satisfaction of and in accordance with the Administrative Agent (on behalf of the Lenders) and, except as expressly terms and conditions set forth in Section 10.03 hereof3.2. Borrowers, upon request by Agent, shall be applied execute all instruments requested to confirm the repayment assignment of the Obligations. If any Project awards and compensation to Agent, free and clear of all liens, charges or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent of the Condemnation Award, the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsencumbrances.

Condemnation Awards. (a) The Borrower shall promptly give Grantor, immediately upon obtaining knowledge of the Administrative Agent notice institution of any actual Taking proceedings for the condemnation of the Premises or any Taking that has been threatened in writing and shall deliver to portion thereof, will notify the Administrative Agent copies Beneficiary of any and all papers served in connection with the pendency of such actual or threatened Takingproceedings. The Administrative Agent Beneficiary may participate in any Taking such proceedings (not to the exclusion of the Borrower), and the Borrower shall Grantor from time to time will deliver to the Administrative Agent Beneficiary all instruments requested by it to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, All awards and shall consult with compensation payable to the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense Grantor as a result of any such proceedings. The Administrative Agent may participate condemnation or other taking or purchase in any such proceedings (not to the exclusion lieu thereof, of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative Agent’s prior consentPremises or any part thereof, the Borrower (i) shall not agree to any Condemnation Award and (ii) shall not take any action or fail to take any action which would cause the Condemnation Award to be determined; provided, however, that if no Event of Default exists, and upon prior written notice to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value of such Project, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is are hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf Beneficiary. The Grantor hereby authorizes the Beneficiary to collect and receive such awards and compensation, to give proper receipts and acquittances therefor and, in the Beneficiary's sole discretion, to apply the same toward the payment of the Lenders) andIndebtedness, except as expressly set forth in Section 10.03 hereofnotwithstanding the fact that the Indebtedness may not then be due and payable, or to the restoration of the Improvements. In the event that any portion of the condemnation awards or compensation shall be used to reduce the Indebtedness, same shall be applied by the Beneficiary in any manner it shall designate, including, but not limited to, the application of such award or compensation to the repayment then unpaid installments of the Obligationsprincipal balance of the Indebtedness in the inverse order of their maturity so that the regular payments under the Notes shall not be reduced or altered in any manner. If The Grantor, upon request by the Beneficiary, shall make, execute and deliver any Project and all instruments requested for the purpose of confirming the assignment of the aforesaid awards and compensation to the Beneficiary free and clear of any liens, charges or encumbrances of any kind or nature whatsoever. The Beneficiary shall not be limited to the interest paid on the proceeds of any award or compensation, but shall be entitled to the payment by the Grantor of interest at the applicable rate provided for herein or in the Original Note. Notwithstanding the voiding of the original sale(s) or leasing(s) of all or any portion thereof is subject to a Takingof the Premises, the Borrower Grantor shall promptly commence continue to pay the Indebtedness at the time and diligently prosecute in the Restoration manner provided for its payment in the Notes and in this Deed of Trust and the Indebtedness shall not be reduced until any payment therefor shall have been actually received and applied by the Beneficiary to the discharge of the Indebtedness. The Beneficiary may apply any such Project payment to the discharge of the Indebtedness whether or not then due and payable in accordance with this Article X such priority and otherwise comply with proportions as the provisions of Section 10.03Beneficiary in its discretion shall deem to be proper. If such Project is the Premises are sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent Beneficiary of the Condemnation Awardsuch payment, the Administrative Agent and the Lenders Beneficiary shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Awardsaid payment, or a portion thereof sufficient to pay the ObligationsIndebtedness, whichever is less. The Grantor, after obtaining the prior written consent of the Beneficiary, shall file and prosecute its claim or claims for any such payment in good faith and with due diligence and cause the same to be collected and paid over to the Beneficiary, and hereby irrevocably authorizes and empowers the Beneficiary, in the name of the Grantor or otherwise, to collect and receipt for any such payment and to file and prosecute such claim or claims, and although it is hereby expressly agreed that the same shall not be necessary in any event, the Grantor shall, upon demand of the Beneficiary, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such payment to the Beneficiary, free and clear of any encumbrances of any kind or nature whatsoever.

Condemnation Awards. (a) The Borrower Borrowers shall promptly give immediately notify Agent of the Administrative Agent notice institution of any actual Taking proceeding for the condemnation or other taking of any Project or any Taking that has been threatened in writing and shall deliver portion thereof. With respect to the Administrative Agent copies of any and all papers served in connection with such actual or threatened Taking. The Administrative Agent may participate in any Taking proceedings (not to the exclusion of the Borrower)claim other than a Minor Claim, and the Borrower shall from time to time deliver to the Administrative Agent all instruments requested by it to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not proceeding and Borrowers will deliver to the exclusion of the Borrower) and may be represented therein Agent all instruments necessary or required by counsel of the Administrative Agent’s selection at the Borrower’s cost and expenseAgent to permit such participation. Without the Administrative Agent’s prior consent, the Borrower with respect to any claim other than a Minor Claim, Borrowers (ia) shall not agree to any Condemnation Award compensation or award, and (iib) shall not take any action or fail to take any action which would cause the Condemnation Award compensation to be determined; provided. All awards and compensation for the taking or purchase in lieu of condemnation of the Projects or any part thereof are hereby assigned to and shall be paid to Agent. Borrowers authorize Agent to collect and receive such awards and compensation, however, to give proper receipts and acquittances therefor. Agent agrees that if proceeds of any Minor Claim may be made available directly to the Borrowers provided that no Event of Default exists, is then in existence and upon prior written notice to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value of such Project, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except so long as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall Borrowers promptly commence and diligently prosecute pursue to completion any required restoration work utilizing such proceeds. With respect to any other claim associated with a condemnation or taking of any Project, Agent may elect, in Agent’s sole discretion, to either (a) apply the Restoration proceeds of any claim related to the same (after deduction of Lender’s reasonable costs and expenses, if any in collecting the same) toward the payment of the Loan in such Project order and manner as Agent may elect, notwithstanding that the Loan may not then be due and payable (but without payment of any Exit Fee with respect to the amount so applied), or (b) make the same available to Borrowers for the restoration or repair of the Projects. If the net proceeds of the condemnation award are made available to Borrowers for restoration or repair, such proceeds shall be disbursed upon satisfaction of and in accordance with this Article X the terms and otherwise comply with conditions set forth in ‎Section 3.2. Borrowers, upon request by Agent, shall execute all instruments requested to confirm the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent assignment of the Condemnation Awardawards and compensation to Agent, the Administrative Agent free and the Lenders shall have the rightclear of all liens, whether charges or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsencumbrances.

Condemnation Awards. (a) The Borrower shall promptly give immediately notify the Administrative Agent notice of the institution of any actual Taking proceeding for the condemnation or other taking of a Property or any Taking that has been threatened in writing and shall deliver to portion thereof. In the Administrative Agent copies case of any and all papers served in connection with such actual a condemnation or threatened Taking. The other taking of a Project, the Administrative Agent may participate in any Taking proceedings (not to the exclusion of the Borrower), such proceeding and the Borrower shall from time to time will deliver to the Administrative Agent all instruments requested necessary or required by it the Administrative Agent to permit such participation. The Borrower shallIn the case of a condemnation or other taking of a Project, at its expense, diligently prosecute any such proceedings, and shall consult with without the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings 's prior consent (not subject to the exclusion approval of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative Agent’s prior consentMajority Lenders), the Borrower (i1) shall not agree to any Condemnation Award compensation or award, and (ii2) shall not take any action or fail to take any action which would cause the Condemnation Award compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of a Project or any part thereof are hereby assigned to and shall be paid to the Administrative Agent and applied by Administrative Agent as if the same were insurance proceeds and as provided in Section 3.2. If and for so long as an Event of Default, Potential Default or Borrowing Base Imbalance exists and is continuing, Borrower authorizes the Administrative Agent to collect and receive awards and compensation relating to any of the Projects, to give proper receipts and acquittances therefor, and in the Administrative Agent's sole discretion (which the Administrative Agent shall exercise at the direction of the Majority Lenders) to apply the same in accordance with Section 2.7(7), notwithstanding that the Obligations may not then be due and payable, or to the restoration of a Project; provided, however, that if the award is less than or equal to $250,000 and Borrower requests that such proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, the Administrative Agent will apply the award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default, Event of Default or Borrowing Base Imbalance, and if, after such restoration is completed and all costs relating thereto have been paid, there is an excess condemnation award or other compensation and no Event of Default, Potential Default or Borrowing Base Imbalances exists, the Administrative Agent shall remit such excess to Borrower. If, after such restoration is completed and all costs relating thereto have been paid, there is an excess condemnation award or other compensation which is being held by or for Administrative Agent and an Event of Default, Potential Default or Borrowing Base Imbalance exists, the Administrative Agent may, in its sole discretion (which the Administrative Agent shall exercise at the direction of the Majority Lenders), apply the same in accordance with Section 2.7(7), it being understood that if any such Event of Default, Potential Default or Borrowing Base Imbalance is cured prior to such application, then the Administrative Agent shall remit such excess condemnation award or other compensation to Borrower. Borrower, upon prior written notice request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation to the Administrative Agent, the Borrower shall have the right to compromise free and collect clear of all liens, charges or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value of such Project, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent of the Condemnation Award, the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsencumbrances.

Condemnation Awards. (a) The Borrower shall promptly give Mortgagor, immediately upon obtaining knowledge of the Administrative Agent notice institution of any actual Taking proceedings for the condemnation of the Premises or any Taking that has been threatened in writing and shall deliver to portion thereof, will notify the Administrative Agent copies Mortgagee of any and all papers served in connection with the pendency of such actual or threatened Takingproceedings. The Administrative Agent Mortgagee may participate in any Taking such proceedings (not to the exclusion of the Borrower), and the Borrower shall Mortgagor from time to time will deliver to the Administrative Agent Mortgagee all instruments requested by it to permit such participation. The Borrower shallSubject to the terms and conditions of the Leases, at its expense, diligently prosecute any such proceedings, all awards and shall consult with compensation payable to the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense Mortgagor as a result of any such proceedings. The Administrative Agent may participate condemnation or other taking or purchase in any such proceedings (not to the exclusion lieu thereof, of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative Agent’s prior consentPremises or any part thereof, the Borrower (i) shall not agree to any Condemnation Award and (ii) shall not take any action or fail to take any action which would cause the Condemnation Award to be determined; provided, however, that if no Event of Default exists, and upon prior written notice to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value of such Project, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is are hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf Mortgagee. Subject to the terms and conditions of the Lenders) Leases, the Mortgagor hereby authorizes the Mortgagee to collect and receive such awards and compensation, to give proper receipts and acquittances therefor and, except as expressly set forth in Section 10.03 hereofthe Mortgagee's sole discretion, to apply the same toward the payment of the Indebtedness, notwithstanding the fact that the Indebtedness may not then be due and payable, or to the restoration of the Improvements. In the event that any portion of the condemnation awards or compensation shall be used to reduce the Indebtedness, same shall be applied by the Mortgagee in any manner it shall designate, including, but not limited to, the application of such award or compensation to then unpaid installments of the principal balance of the Indebtedness in the inverse order of their maturity so that the regular payments under the Loan Agreement shall not be reduced or altered in any manner. The Mortgagor, upon request by the Mortgagee, shall make, execute and deliver any and all instruments requested for the purpose of confirming the assignment of the aforesaid awards and compensation to the repayment Mortgagee free and clear of any liens, charges or encumbrances of any kind or nature whatsoever. The Mortgagee shall not be limited to the interest paid on the proceeds of any award or compensation, but shall be entitled to the payment by the Mortgagor of interest at the applicable rate provided for herein or in the Loan Agreement . Notwithstanding the voiding of the Obligations. If any Project original sale(s) or leasing(s) of all or any portion thereof is subject to a Takingof the Premises, the Borrower Mortgagor shall promptly commence continue to pay the Indebtedness at the time and diligently prosecute in the Restoration manner provided for its payment in the Loan Agreement and in this Mortgage and the Indebtedness shall not be reduced until any payment therefor shall have been actually received and applied by the Mortgagee to the discharge of the Indebtedness. The Mortgagee may apply any such Project payment to the discharge of the Indebtedness whether or not then due and payable in accordance with this Article X such priority and otherwise comply with proportions as the provisions of Section 10.03Mortgagee in its discretion shall deem to be proper. If such Project is the Premises are sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent Mortgagee of the Condemnation Awardsuch payment, the Administrative Agent and the Lenders Mortgagee shall have the right, whether or not a deficiency judgment on under the Notes Loan Agreement shall have been sought, recovered or denied, to receive the Condemnation Awardsaid payment, or a portion thereof sufficient to pay the ObligationsIndebtedness, whichever is less. The Mortgagor, after obtaining the prior written consent of the Mortgagee, shall file and prosecute its claim or claims for any such payment in good faith and with due diligence and cause the same to be collected and paid over to the Mortgagee, and hereby irrevocably authorizes and empowers the Mortgagee, in the name of the Mortgagor or otherwise, to collect and receipt for any such payment and to file and prosecute such claim or claims, and although it is hereby expressly agreed that the same shall not be necessary in any event, the Mortgagor shall, upon demand of the Mortgagee, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such payment to the Mortgagee, free and clear of any encumbrances of any kind or nature whatsoever.

Condemnation Awards. (a) The Borrower shall promptly give the Administrative Agent Lender written notice of the actual or threatened commencement of any actual Taking condemnation or any Taking that has been threatened in writing eminent domain proceeding (a “Condemnation”) and shall deliver to the Administrative Agent Lender copies of any and all papers served in connection with such actual Condemnation. Following the occurrence of a Condemnation, Borrower, regardless of whether any award or threatened Takingcompensation (an “Award”) is available, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. The Administrative Agent Lender may participate in any Taking proceedings (not to the exclusion of the Borrower), such proceeding and the Borrower shall from time to time will deliver to the Administrative Agent Lender all instruments requested necessary or required by it Lender to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative AgentLender’s prior consentconsent which shall not be unreasonably withheld, the conditioned or delayed, Borrower (ia) shall not agree to any Condemnation Award Award, and (iib) shall not take any action or fail to take any action which would cause the Condemnation Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awards, to give proper receipts and acquittances therefor, and in Lender’s sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award is less than or equal to Two Hundred Fifty Thousand Dollars ($250,000.00) and Borrower requests that if such proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Event of Default existsthat would not be cured by such application of the Award. Borrower, upon request by Lender, shall execute all instruments requested to confirm the assignment of the Awards to Lender, free and upon prior written notice clear of all liens, charges or encumbrances. Any portion of any Award not applied toward payment of the Loan or to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) restoration of the Appraised Value of such Project, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) shall be paid disbursed promptly to the Administrative Agent Borrower, but in no event more than thirty (on behalf of the Lenders30) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the days from receipt by the Administrative Agent of the Condemnation Award, the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the ObligationsLender.

Condemnation Awards. (a) The Borrower shall promptly give immediately notify Agent of the Administrative Agent notice institution of any actual Taking proceeding for the condemnation or other taking of any Project or any Taking that has been threatened in writing and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual or threatened Takingportion thereof. The Administrative Agent may participate in any Taking proceedings (not to the exclusion of the Borrower), and the Borrower shall from time to time deliver to the Administrative Agent all instruments requested by it to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not proceeding and Borrower will deliver to Agent all instruments necessary or required by Agent to permit such participation. Where the exclusion amount of the Borrowercompensation or award is anticipated to be in excess of $25,000 (the "Award Threshold") and may be represented therein by counsel of the Administrative Borrower shall not, without Agent’s selection at the Borrower’s cost and expense. Without the Administrative Agent’s 's prior consent, the Borrower (ia) shall not agree to any Condemnation Award compensation or award, and (iib) shall not take any action or fail to take any action which would cause the Condemnation Award compensation to be determined; provided. All awards and compensation for the taking or purchase in lieu of condemnation of the Projects or any part thereof are hereby assigned to Agent as security for the obligations of Borrower under this Agreement, however, that if all such awards and compensation below the Award Threshold may be paid directly to Borrower so long as no Event of Default exists, exists and upon prior written notice to restoration or repair and the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) continued operation of the Appraised Value of such Project, provided that such applicable Property is economically feasible (and the condemnation does or other taking did not result affect in any material adverse effect upon way the Project affected thereby. In Improvements) and all such awards and compensation in excess of the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) Threshold shall be paid to the Administrative Agent. Borrower authorizes Agent (on behalf to collect and receive such awards and compensation in excess of the LendersAward Threshold to give proper receipts and acquittances therefor, and in Agent's sole discretion, (a) andto apply the same (after deduction of Lender's reasonable costs and expenses, except if any in collecting the same) toward the payment of the Loan in such order and manner as expressly Agent may elect, notwithstanding that the Loan may not then be due and payable, or (b) to make the same available to Borrower for the restoration or repair of the affected Project. If the net proceeds of the condemnation award are made available to Borrower for restoration or repair, such proceeds shall be disbursed upon satisfaction of and in accordance with the terms and conditions set forth in Section 10.03 hereof3.2. Borrower, upon request by Agent, shall be applied execute all instruments requested to confirm the repayment assignment of the Obligations. If any Project awards and compensation to Agent, free and clear of all liens, charges or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent of the Condemnation Award, the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsencumbrances.

Condemnation Awards. (a) The Borrower shall promptly give the Administrative Agent Lender written notice of the actual or threatened commencement of any actual Taking condemnation or any Taking that has been threatened in writing eminent domain proceeding (a "Condemnation") and shall deliver to the Administrative Agent Lender copies of any and all papers served in connection with such actual Condemnation. Following the occurrence of a Condemnation, Borrower, to the extent that any award or threatened Takingcompensation (an "Award") is available, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. The Administrative Agent Lender may participate in any Taking proceedings (not to the exclusion of the Borrower), such proceeding and the Borrower shall from time to time will deliver to the Administrative Agent Lender all instruments requested necessary or required by it Lender to permit such participation. The Borrower shallWithout Lender's prior consent (which shall not be unreasonably withheld), at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative Agent’s prior consent, the Borrower (ia) shall not agree to any Condemnation Award Award, and (ii) shall not take any action or (b) fail to take any action which would cause the Condemnation Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awards, to give proper receipts and acquittances therefor, and in Lender's sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award is less than or equal to $100,000 and Borrower requests that if such proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default, and provided further that Lender will make such Award available for restoration to the extent required by any of the anchor tenant leases and provided there shall not then exist an Event of Default existsor Potential Default hereunder. Borrower, and upon prior written notice request by Lender, shall execute all instruments requested to confirm the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) assignment of the Appraised Value Awards to Lender, free and clear of such Projectall liens, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project charges or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent of the Condemnation Award, the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsencumbrances.

Condemnation Awards. (a) The Borrower shall promptly give the Administrative Agent written notice of the actual or threatened commencement of any actual Taking condemnation or eminent domain proceeding affecting any Taking that has been threatened in writing Real Property Asset (a “Condemnation”) and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual Condemnation. Following the occurrence of a Condemnation, the Borrower, regardless of whether any award or threatened Taking. The Administrative Agent may participate in any Taking proceedings compensation (not an “Award”) is available, shall promptly proceed to restore, repair, replace or rebuild the same to the exclusion extent practicable to be of at least equal value and of substantially the Borrower)same character as prior to such Condemnation, and the Borrower shall from time all to time deliver to the Administrative Agent all instruments requested by it to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult be effected in accordance with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedingsapplicable Law. The Administrative Agent may participate in any such proceedings (not proceeding and the Borrower will deliver to the exclusion of the Borrower) and may be represented therein Administrative Agent all instruments necessary or required by counsel of the Administrative Agent’s selection at the Borrower’s cost and expenseAgent to permit such participation. Without the Administrative Agent’s prior consent, the Borrower (ia) shall not agree to any Condemnation Award Award, and (iib) shall not take any action or fail to take any action which would cause the Condemnation Award to be determined; provided, however, that if no Event . All Awards for the taking or purchase in lieu of Default exists, and upon prior written notice to the Administrative Agent, the Borrower shall have the right to compromise and collect condemnation of any Real Property Asset or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value of such Project, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is part thereof are hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent. The Administrative Agent (on behalf is hereby irrevocably appointed as the 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 and to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole discretion to apply the same toward the payment of the Lenders) andLoan, except as expressly set forth in Section 10.03 hereofnotwithstanding that the Loan may not then be due and payable, shall be applied or to the repayment restoration of the Obligations. If any Project affected Real Property Asset; provided, however, if the Award is less than or any portion thereof is subject equal to $100,000 and the Borrower requests that such proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a Takingresult of such Condemnation, the Borrower shall promptly commence and diligently prosecute Administrative Agent will apply the Restoration of Award to such Project restoration in accordance with this Article X and otherwise comply with the provisions of Section 10.03disbursement procedures applicable to insurance proceeds provided there exists no Default or Event. If such Project is soldThe Borrower, through foreclosure or otherwise, prior to the receipt upon request by the Administrative Agent Agent, shall execute all instruments requested to confirm the assignment of the Condemnation AwardAward to the Administrative Agent, free and clear of all liens, charges or encumbrances. Anything herein to the contrary notwithstanding, if an Event of Default exists, the Administrative Agent is authorized to adjust such Award without the consent of the Borrower and to collect such Award in the name of the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligations.Borrower. CREDIT AGREEMENT – Page 61 Omega SNF Portfolio

Condemnation Awards. (a) The Borrower shall promptly give immediately notify Lender of the Administrative Agent notice institution of any actual Taking proceeding for the condemnation or other taking of the Project or any Taking that has been threatened in writing and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual or threatened Takingportion thereof. The Administrative Agent Lender may participate in any Taking proceedings (not to the exclusion of the Borrower), such proceeding and the Borrower shall from time to time will deliver to the Administrative Agent Lender all instruments requested necessary or required by it Lender to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative AgentLender’s prior consent, the Borrower (ia) shall not agree to any Condemnation Award compensation or award, and (iib) shall not take any action or fail to take any action which would cause the Condemnation Award compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender, which payments shall not be subject to a Prepayment Fee. Borrower authorizes Lender to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in Lender’s sole discretion to apply the same toward the payment of the Loan, which payments shall not be subject to a Prepayment Fee, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the award is less than or equal to $250,000.00 and Borrower requests that such proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the award to such restoration in accordance with disbursement procedures applicable to insurance proceeds, provided there exists no Event of Default. In the event that US_ACTIVE\123288794\V-8 Lender permits such compensation or award to be applied towards restoration of the Project, any excess amounts remaining after restoration of the Project may be either applied to the reduction of the Principal Balance of the Loan, in which case no Prepayment Fee shall be payable in connection therewith, or, if no Event of Default exists, and paid to Borrower, in Xxxxxx’s sole discretion. Borrower, upon prior written notice request by Xxxxxx, shall execute all instruments requested to confirm the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) assignment of the Appraised Value awards and compensation to Xxxxxx, free and clear of such Projectall Liens, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project charges or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent of the Condemnation Award, the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsencumbrances.

Condemnation Awards. Borrower shall promptly, after it becomes aware, notify Lender of the institution of any proceeding for the condemnation or other taking (aa “Condemnation”) The of the Project or any portion thereof. Following the occurrence of a Condemnation provided the condemnation award or compensation is made available (the “Award”) to Borrower, Borrower shall promptly give proceed to restore, repair, replace or rebuild the Administrative Agent notice of any actual Taking or any Taking that has been threatened in writing and shall deliver same to the Administrative Agent copies extent reasonably practicable to be of any at least equal value and of substantially the same character as prior to such Condemnation, all papers served to be effected in connection accordance with such actual or threatened Takingapplicable law. The Administrative Agent Lender may (at Lender’s sole cost and expense prior to the existence of an Event of Default) participate in any Taking proceedings (not to the exclusion of the Borrower), such proceeding and the Borrower shall from time to time will deliver to the Administrative Agent Lender all instruments requested necessary or reasonably required by it Lender to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative AgentLender’s prior consent, the which consent will not be unreasonably withheld, Borrower (ia) shall not agree to any Condemnation Award in excess of $2,000,000.00, and (ii) shall not take any action or (b) fail to take any action which would cause the Condemnation Award to be determined; . All Awards for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to Lender, but shall be paid to Borrower, provided, however, that if no an Event of Default exists, has occurred and upon prior written notice to during the Administrative Agentcontinuance thereof, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value of such Project, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) Awards shall be paid to Lender. Borrower authorizes Lender, following the Administrative Agent (on behalf occurrence and during the continuance of an Event of Default, to collect and receive such Awards, to give proper receipts and acquittances therefor, and in Lender’s sole discretion to apply the same toward the payment of the Lenders) andLoan, except as expressly set forth in Section 10.03 hereofnotwithstanding that the Loan may not then be due and payable, shall be applied or to the repayment restoration of the Obligations. If any Project Project; provided, however, if the Award is less than or any portion thereof is subject equal to $2,000,000.00 and Borrower requests that such proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration result of such Project Condemnation, Lender will apply the Award to such restoration in accordance with this Article X and otherwise comply with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments reasonably requested to confirm the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent assignment of the Condemnation AwardAwards to Lender, the Administrative Agent free and the Lenders shall have the rightclear of all liens, whether charges or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsencumbrances.

Condemnation Awards. (a) The To the extent any Borrower receives written notice thereof, such Borrower shall promptly give the Administrative Agent written notice of the actual or threatened commencement of any actual Taking condemnation or eminent domain proceeding affecting all or any Taking that has been threatened in writing substantial portion of a Real Property Asset (a “Condemnation”) and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual Condemnation. Following the occurrence of a Condemnation, so long as an Event of Default does not exist, the applicable Borrower shall be entitled to receive any award or threatened Takingcompensation (an “Award”) paid in connection with the Condemnation and decide whether or not (and to what extent) to restore, repair, replace or rebuild the affected Real Property Asset. The Upon the written request of the Administrative Agent, the applicable Borrower shall keep the Administrative Agent may participate in any Taking proceedings (not to the exclusion informed of the Borrower)progress of the Condemnation proceedings, and the Borrower shall from time to time deliver including delivering to the Administrative Agent all instruments requested by it to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with documents which are reasonably necessary for the Administrative AgentAgent be properly informed. So long as no Event of Default exists, the applicable Borrower may settle such Condemnation in such manner and for such amount as such Borrower determines is acceptable in its attorneys and expertsreasonable judgment. So long as an Event of Default exists, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without however, without the Administrative Agent’s prior consent, the Borrower Borrowers (ia) shall not agree to any Condemnation Award Award, and (iib) shall not take any action or fail to take any action which would cause the Condemnation Award to be determined; provided, however, that if no Event determined and all Awards for the taking or purchase in lieu of Default exists, condemnation of any Real Property Asset or any part thereof in such circumstances shall be assigned and upon prior written notice paid to the Administrative Agent. If the applicable Facility Lease is not terminated, then, to the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value of such Project, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) shall be paid to extent the Administrative Agent (on behalf of receives the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent of the Condemnation Award, the Administrative Agent shall make such Award available to the applicable Eligible Tenant under the terms and conditions of its Facility Lease. Anything herein to the contrary notwithstanding, if an Event of Default exists and the Lenders shall have applicable Facility Lease is terminated, the rightAdministrative Agent is authorized to adjust such Award without the consent of the applicable Borrower and to collect such Award in the name of the Administrative Agent and such Borrower. In such event and in the Administrative Agent’s reasonable discretion, whether the Administrative Agent may apply any such Award it may receive to Obligations owing under the Credit Documents in such order and manner as the Administrative Agent in its sole discretion determines, or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, allow all or a portion thereof sufficient of such Award to pay be used for the Obligationsrestoration of the affected Real Property Asset.

Condemnation Awards. (a) The Borrower shall promptly give immediately notify the Administrative Agent notice of the institution of any actual Taking proceeding for the condemnation or other taking of the Project or any Taking that has been threatened in writing and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual or threatened Taking. The Administrative Agent may participate in any Taking proceedings (not to the exclusion of the Borrower), and the Borrower shall from time to time deliver to the Administrative Agent all instruments requested by it to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedingsportion thereof. The Administrative Agent may participate in any such proceedings (not proceeding and Borrower will deliver to the exclusion of the Borrower) and may be represented therein Administrative Agent all instruments necessary or required by counsel of the Administrative Agent’s selection at the Borrower’s cost and expenseAgent to permit such participation. Without the Administrative Agent’s prior consentconsent (subject to the approval of the Majority Lenders), the Borrower (i1) shall not agree to any Condemnation Award compensation or award; and (ii2) shall not take any action or fail to take any action which would cause the Condemnation Award compensation to be determined; provided. Except as otherwise provided in Section 9.17(2), however, that if no Event all awards and compensation for the taking or purchase in lieu of Default exists, and upon prior written notice to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) condemnation of the Appraised Value of such Project, provided that such condemnation does not result in Project or any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is part thereof are hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent. Borrower authorizes the Administrative Agent to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole discretion (on behalf which the Administrative Agent shall exercise at the direction of the Majority Lenders) andto apply the same toward the payment of the Loans, except notwithstanding that the Loans may not then be due and payable, or to the restoration of the Project; provided, however, if the award is less than or equal to the Threshold Amount and Borrower requests that such proceeds be used for non structural site improvements (such as expressly landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, the Administrative Agent will apply the award to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 10.03 hereof3.3 provided there exists no Potential Default or Event of Default. Borrower, shall be applied to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt upon request by the Administrative Agent Agent, shall execute all instruments requested to confirm the assignment of the Condemnation Award, awards and compensation to the Administrative Agent Agent, free and the Lenders shall have the rightclear of all liens, whether charges or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsencumbrances.

Condemnation Awards. (a) The Borrower shall promptly give the Administrative Agent Lender written notice of the actual or threatened commencement of any actual Taking condemnation or any Taking that has been threatened in writing eminent domain proceeding (a “Condemnation”) and shall deliver to the Administrative Agent Mortgagee copies of any and all papers served in connection with such actual Condemnation. Following the occurrence of a Condemnation, Mortgagor, to the extent any award or threatened Takingcompensation (an “Award”) is made available, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. The Administrative Agent Lender may participate in any Taking proceedings (not to the exclusion of the Borrower), such proceeding and the Borrower shall from time to time will deliver to the Administrative Agent Lender all instruments requested necessary or required by it Lender to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative AgentLender’s prior consentconsent (which consent shall not be unreasonably withheld or delayed), the Borrower (ia) shall not agree to any Condemnation Award compensation or award, and (iib) shall not take any action or fail to take any action which would cause the Condemnation Award compensation to be determined. All Awards for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awards, to give proper receipts and acquittances therefor, and in Lender’s sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the award is less than or equal to $50,000 and Borrower requests that if no Event of Default existssuch proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and upon prior written notice parking area repairs) required to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value be made as a result of such Projectcondemnation, provided that Lender will apply the award to such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project restoration in accordance with this Article X and otherwise comply with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments requested to confirm the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent assignment of the Condemnation AwardAwards to Lender, the Administrative Agent free and the Lenders shall have the rightclear of all liens, whether charges or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsencumbrances.

Condemnation Awards. Borrower shall, within five (a5) The Business Days of actual receipt by Borrower shall promptly of such notice, give the Administrative Agent Lender written notice of the actual or threatened commencement of any actual Taking condemnation or eminent domain proceeding affecting any Taking that has been threatened in writing Project (a “Condemnation”) and shall deliver to the Administrative Agent Lender copies of any and all papers served in connection with such actual or threatened TakingCondemnation. The Administrative Agent may participate in any Taking proceedings (not Notwithstanding anything contained herein to the exclusion contrary, following the occurrence of the a Condemnation, regardless of whether any award or compensation (an “Award”) is available or paid to Borrower), and the Borrower shall from time promptly proceed to time deliver restore, repair, replace or rebuild the same to the Administrative Agent extent practicable to be of substantially equal value and of substantially the same character as prior to such Condemnation, all instruments requested by it to permit such participationbe effected in accordance with and subject to applicable law. The With respect to any Condemnation for which the Award is reasonably anticipated to be less than or equal to the Condemnation Threshold, Borrower shallshall be permitted to agree, at its expensewithout Lender's prior consent, diligently prosecute to any such proceedingsAward and such Award shall be paid directly to Borrower. With respect to any Condemnation for which the Award is reasonably anticipated to exceed the Condemnation Threshold, and shall consult with (a) to the Administrative Agentextent permitted by applicable law, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent Lender may participate in any such proceedings proceeding and Borrower will deliver to Lender all instruments necessary or required by Lender to permit such participation; (not to the exclusion of the Borrowerb) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative Agentwithout Lender’s prior consent, the which consent shall not be unreasonably withheld, conditioned or delayed, Borrower (i) shall not agree to any Condemnation such Award and (ii) shall not or knowingly take any action or fail to take any action which would cause the Condemnation an Award to be determined; providedand (c) the entirety of each such Award shall be paid to Lender, howeverexcept that Lender shall make available to Borrower the portion of the Award necessary and specifically identified or allocated for restoration of the applicable Project, that and Lender may elect, in its sole discretion, to either apply the remainder of such Award as a prepayment pursuant to Section 2.4 or remit the same to Borrower. Anything herein to the contrary notwithstanding, if no an Event of Default exists, Lender is authorized to adjust any Award without the consent of Borrower and upon prior written notice to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation such Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value of such Project, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) shall be paid name of Lender and Borrower and apply the entirety thereof as a prepayment pursuant to the Administrative Agent (on behalf of the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by the Administrative Agent of the Condemnation Award, the Administrative Agent and the Lenders shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligations2.4.

Condemnation Awards. (a) The Borrower shall promptly give immediately notify the Administrative Agent notice of the institution of any actual Taking proceeding for the condemnation or other taking of the Project or any Taking that has been threatened in writing and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual or threatened Taking. The Administrative Agent may participate in any Taking proceedings (not to the exclusion of the Borrower), and the Borrower shall from time to time deliver to the Administrative Agent all instruments requested by it to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedingsportion thereof. The Administrative Agent may participate in any such proceedings (not proceeding and Borrower will deliver to the exclusion of the Borrower) and may be represented therein Administrative Agent all instruments necessary or required by counsel of the Administrative Agent’s selection at the Borrower’s cost and expenseAgent to permit such participation. Without the Administrative Agent’s prior consentconsent (subject to the approval of the Majority Lenders), the Borrower (i1) shall not agree to any Condemnation Award compensation or award, and (ii2) shall not take any action or fail to take any action which would cause the Condemnation Award compensation to be determined; provided. Except as otherwise provided in Section 9.17(2), however, that if no Event all awards and compensation for the taking or purchase in lieu of Default exists, and upon prior written notice to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) condemnation of the Appraised Value of such Project, provided that such condemnation does not result in Project or any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is part thereof are hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent. Borrower authorizes the Administrative Agent to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole discretion (on behalf which the Administrative Agent shall exercise at the direction of the Majority Lenders) andto apply the same toward the payment of the Loans, except notwithstanding that the Loans may not then be due and payable, or to the restoration of the Project; provided, however, if the award is less than or equal to the Threshold Amount and Borrower requests that such proceeds be used for non structural site improvements (such as expressly landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, the Administrative Agent will apply the award to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 10.03 hereof3.3 provided there exists no Potential Default or Event of Default. Borrower, shall be applied to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt upon request by the Administrative Agent Agent, shall execute all instruments requested to confirm the assignment of the Condemnation Award, awards and compensation to the Administrative Agent Agent, free and the Lenders shall have the rightclear of all liens, whether charges or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsencumbrances.

Condemnation Awards. (a) The Borrower shall promptly give notify the Administrative Agent notice of the institution of any actual Taking proceeding for the condemnation or other taking of the Project or any Taking that has been threatened in writing and shall deliver to the Administrative Agent copies of any and all papers served in connection with such actual or threatened Taking. The Administrative Agent may participate in any Taking proceedings (not to the exclusion of the Borrower), and the Borrower shall from time to time deliver to the Administrative Agent all instruments requested by it to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedingsportion thereof. The Administrative Agent may participate in any such proceedings (not proceeding and Borrower will deliver to the exclusion of the Borrower) and may be represented therein Administrative Agent all instruments necessary or required by counsel of the Administrative Agent’s selection at the Borrower’s cost and expenseAgent to permit such participation. Without the Administrative Agent’s prior consentconsent (subject to the approval of the Majority Lenders), the Borrower (i1) shall not agree to any Condemnation Award compensation or award, and (ii2) shall not take any action or fail to take any action which would cause the Condemnation Award compensation to be determined; provided, however, that if no Event . All awards and compensation for the taking or purchase in lieu of Default exists, and upon prior written notice to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser of (i) $5,000,000 and (ii) ten percent (10%) condemnation of the Appraised Value of such Project, provided that such condemnation does not result in Project or any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is part thereof are hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the ObligationsAgent. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03. If such Project is sold, through foreclosure or otherwise, prior to the receipt by authorizes the Administrative Agent to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole discretion (which the Administrative Agent shall exercise at the direction of the Condemnation AwardMajority Lenders) to apply the same toward the payment of the Loans (provided there is a concomitant reduction in the Allocated Loan Amount for such Project), notwithstanding that the Loans may not then be due and payable, or to the restoration of the Project; however, if the award is less than or equal to the $50,000, and Borrower requests that such proceeds be used for non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, the Administrative Agent will apply the award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation to the Lenders shall have the rightAdministrative Agent, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsfree and clear of all Liens.

Condemnation Awards. (a) The Borrower If the entire Premises shall promptly give be condemned for public purposes, or in the Administrative Agent notice event Landlord shall convey the Property, or a portion thereof, to any public authority in settlement of a threat of condemnation, the Rent shall be adjusted to the date of such taking or conveyance and this Lease shall thereupon terminate. If only a portion of the Premises or Property shall be so taken or conveyed, then, at Landlord's sole discretion, this Lease may be terminated. If Landlord does not terminate this Lease then this Lease shall not terminate, but effective as of the date of such taking or conveyance, the Rent hereunder shall be abated in an amount proportionate to the area of the Premises taken or conveyed. All compensation awarded for any actual Taking taking of the Premises or the Property or any Taking that has been threatened interest in writing either shall belong to and shall deliver be the property of Landlord, Tenant hereby assigning to the Administrative Agent copies of any and Landlord all papers served in connection rights with such actual or threatened Taking. The Administrative Agent may participate in any Taking proceedings (not to the exclusion of the Borrower), and the Borrower shall from time to time deliver to the Administrative Agent all instruments requested by it to permit such participation. The Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. The Administrative Agent may participate in any such proceedings (not to the exclusion of the Borrower) and may be represented therein by counsel of the Administrative Agent’s selection at the Borrower’s cost and expense. Without the Administrative Agent’s prior consent, the Borrower (i) shall not agree to any Condemnation Award and (ii) shall not take any action or fail to take any action which would cause the Condemnation Award to be determinedrespect thereto; provided, however, that nothing contained herein shall prevent Tenant from applying for reimbursement from the condemning authority (if no Event permitted by law) for moving expenses, or the expense of Default existsremoval of Tenant's trade fixtures, and upon prior written notice to the Administrative Agent, the Borrower shall have the right to compromise and collect or receive any Condemnation Award that does not exceed the lesser loss of (i) $5,000,000 and (ii) ten percent (10%) of the Appraised Value of such Project, provided that such condemnation does not result in any material adverse effect upon the Project affected thereby. In the event of such Taking, the Condemnation Award payable is hereby assigned to and (except as provided in the preceding sentence) shall be paid to the Administrative Agent (on behalf of the Lenders) and, except as expressly set forth in Section 10.03 hereof, shall be applied to the repayment of the Obligations. If any Project or any portion thereof is subject to a Taking, the Borrower shall promptly commence and diligently prosecute the Restoration of such Project in accordance with this Article X and otherwise comply with the provisions of Section 10.03Tenant's business good will. If such Project is sold, through foreclosure or otherwise, prior to evacuation by Tenant reduces the receipt by the Administrative Agent amount of the Condemnation Awardaward or other compensation otherwise recoverable from the condemning authority by Landlord or the owner of the fee simple estate in the Property, the Administrative Agent and the Lenders then Tenant agrees to make prompt reimbursement to Landlord therefor. Tenant shall have the right, whether or not no claim against Landlord as a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Condemnation Award, or a portion thereof sufficient to pay the Obligationsresult of such taking.