Common use of Adjustment of Condemnation and Insurance Claims Clause in Contracts

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such Borrower. Administrative Agent is authorized, at its sole and absolute option and upon prior written Notice to a Borrower, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all of its expenses. However, so long as no Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative Agent’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security Instrument, Administrative Agent shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent for its expenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative Agent. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such Borrower. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative Agent, such further instruments or documents as may be reasonably requested by Administrative Agent to confirm the grant and assignment to Administrative Agent of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent is authorized, at its sole and absolute option and upon prior written Notice notice to a Borrower, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative Agent’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentDeed of Trust, Administrative Agent shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Deed of Trust shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative Agent. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Event of Default has occurred and is continuing, a Condemnation award of less than $1,000,000 with respect to any single Condemnation for any Property Condemnation, and Insurance Proceeds of less than Two Million Dollars ($2,000,000) and Insurance Proceeds 1,000,000 with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) Casualty, may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerProperty. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative Agent, such further instruments or documents as may be reasonably requested by Administrative Agent to confirm the grant and assignment to Administrative Agent of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom any and all of its expensesExpenses. However, so long as no Event of Default has occurred and if any Casualty or Condemnation individually or in the applicable aggregate is less than $250,000 in Claims, and if Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent will obtain such Borrower’s written consent (which consent then Lender shall not be unreasonably withheld or delayed) before making allow Borrower to make proof of loss for or settling settle or compromising compromise such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentMortgage, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Mortgage shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, in connection with any Claim in excess of $300,000, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such ClaimClaim in excess of $300,000. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim Claim, subject to Administrative AgentLender’s approvalapproval in connection with any Claim in excess of $300,000, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval . Borrower is authorized to settle or compromise any Claim of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned $300,000 or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00)less. If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentMortgages, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Mortgages shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower agrees to execute and deliver from time to time, upon the written reasonable request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice notice to a Borrower, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentMortgage, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Mortgage shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative AgentLender; provided, however, so long as no Default or Potential Event of Default has occurred and is continuing, a Condemnation award of less than $1,000,000 with respect to any single Condemnation for any Property Condemnation, and Insurance Proceeds of less than Two Million Dollars ($2,000,000) and Insurance Proceeds 1,000,000 with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) Casualty, may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerProperty. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower Grantor shall give prompt Notice to Administrative Agent Beneficiary of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such Borrowerwritten Condemnation. Administrative Agent Beneficiary is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such BorrowerGrantor’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent shall have the right to receive all Condemnation Awards and Insurance Proceeds, and Beneficiary may also deduct therefrom from any payment all of its expensesExpenses. HoweverBeneficiary agrees, however, that, so long as no Event of Default has occurred and is continuing, it will not settle or compromise any such Claim without the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent will obtain such Borrower’s prior written consent (of Grantor, which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such . If Beneficiary elects not to adjust a Claim. Each Borrower , Grantor agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each the Claim subject to Administrative AgentBeneficiary’s approval, which approval shall that will not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Beneficiary of any Condemnation Award or Insurance Proceedsinsurance proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentSection 7.2 (Foreclosure), Administrative Agent Beneficiary shall have the right to receive such funds (a) to the extent of (a) any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument this Deed of Trust shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Beneficiary for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative Agent. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such Borrower. Each Borrower Grantor agrees to execute and deliver from time to time, upon the written request of Administrative AgentBeneficiary, such further instruments or documents as may be reasonably requested by Administrative Agent Beneficiary to confirm the grant and assignment to Administrative Agent Beneficiary of any Condemnation Awards or Insurance Proceedsinsurance proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower Borrower, Guarantor and each Permitted Subsidiary shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s 's, Guarantor's and/or each Permitted Subsidiary's name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable Borrower Borrower, Guarantor and/or a Permitted Subsidiary is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s 's written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower Borrower, Guarantor and each Permitted Subsidiary agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative Agent’s Lender's approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security Instrument, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such the Security Instrument shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, Guarantor or a Permitted Subsidiary, such Borrower party shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s 's, Guarantor's or a Permitted Subsidiary's receipt of any Condemnation Awards or Insurance Proceeds, such Borrower party shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Lender. Borrower, which funds shall be used by such Borrower to restore the Property of such Borrower. Each Borrower Guarantor and each Permitted Subsidiary agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds. Notwithstanding the foregoing, Borrower shall not be required to notify Lender of de miniumus condemnation proceedings which have nominal value or do not have a Material Adverse Effect on the use or operating of the Property.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In the event that Borrower is entitled to the receipt of such caseproceeds to use the same for repair and restoration pursuant to Section 4.6 below and the amount of such Claim does not exceed $500,000.00, Administrative Agent then Borrower shall be entitled, after prior written notice to Lender, to make proof of loss for and to settle or compromise such claim and receive the proceeds thereof, not to exceed $500,000.00. Borrower covenants to use any and all such proceeds received by it pursuant hereto to pay for the costs of repair and restoration of the Property and any balance remaining shall be used to prepay the outstanding balance of the Loan. Except as otherwise provided herein, Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable is continuing and Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Eligible Property shall have been sold at sheriff’s, trustee’s or other execution sale pursuant to the provisions of the applicable Security InstrumentMortgage or a judgment under the Note, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Mortgage shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such except with respect to a Claim to which Borrower is entitled to receive the Proceeds as aforesaid, Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Except as provided below, Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all payments of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable is then continuing, and Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent (i) Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such ClaimClaim and (ii) Lender shall allow Borrower within a reasonable period of time to make proof of loss, settle or compromise any Claim below the Loss Threshold. Each Borrower Xxxxxxxx agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim, if the Claim is in excess of the Loss Threshold, subject to Administrative AgentXxxxxx’s approval, which approval shall not be unreasonably withheld or delayed; provided. Notwithstanding any provision to the contrary in this Agreement, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentMortgage, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Mortgage shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative Agent. Within Lender (other than Net Proceeds below the Loss Threshold so long as no Event of Default has occurred and is continuing) and within ten (10) days after any BorrowerXxxxxxxx’s receipt of any Condemnation Awards or Insurance ProceedsProceeds (other than such Net Proceeds below the Loss Threshold), such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower Xxxxxxxx agrees to execute and deliver from time to time, upon the written request of Administrative AgentXxxxxx, such further instruments or documents as may be reasonably requested by Administrative Agent Xxxxxx to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such BorrowerBxxxxxxx’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lxxxxx shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom any and all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lxxxxx will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower Bxxxxxxx agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentDeed of Trust, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Deed of Trust shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any BorrowerBxxxxxxx’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower Bxxxxxxx agrees to execute and deliver from time to time, upon the written request of Administrative AgentLxxxxx, such further instruments or documents as may be reasonably requested by Administrative Agent Lxxxxx to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or Condemnation threatened Condemnation with respect to in writing impacting more than five percent (5%) of the Property value of such Borrowerthe Property, as determined by Xxxxxx. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s Xxxxxxxx's name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom any and all of its expensesreasonable Expenses. However, so long as no Event of Default has occurred and the is continuing beyond expiration of any applicable notice and/or cure period and Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Xxxxxx will obtain such Borrower’s Xxxxxxxx's written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower Xxxxxxxx agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative Agent’s Xxxxxx's approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentInstruments, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such the Security Instrument instruments shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s Xxxxxxxx's receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower Xxxxxxxx agrees to execute and deliver from time to time, upon the written request of Administrative AgentXxxxxx, such further instruments or documents as may be reasonably requested by Administrative Agent Xxxxxx to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom any or all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentDeed of Trust, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Deed of Trust shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Proceeds Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.. Net Proceeds must be utilized either for payment of the Obligations or for the restoration of the Property. Net Proceeds may be utilized for the restoration of the Property only if no Default shall exist and only if in the reasonable judgment of Lender (i) there has been no material adverse change in the financial viability of the construction or operation of the Improvements, (ii) the Net Proceeds, together with other funds deposited with Lender for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications approved by Lender, and (iii) the restoration can be completed prior to the final maturity of the Loan and prior to the date required by any lease. Otherwise, Net Proceeds shall be utilized for payment of the Obligations. If Net Proceeds are to be utilized for the restoration of the Property, the Net Proceeds, together with any other funds deposited with Lender for that purpose, must be deposited in an interest-bearing account approved by and subject to a control agreement in favor of Lender, which account will be assigned to Lender as additional security for the Loan. The account will be opened, managed and controlled in a manner consistent with, and subject to, the provisions of Section 4.3 governing a Borrower’s Deposit Account, including those provisions permitting Lender to require Borrower to deposit funds in the event of a deficiency in the funds available to complete restoration as herein contemplated. Disbursements of funds from the account will be made in a manner consistent with, and subject to, the requirements for the closing and funding of the Loan and the terms of this Agreement regarding the disbursement of Loan proceeds. Notwithstanding anything to the contrary herein, this Section 4.10 shall at all times be subject to and conditioned upon the terms and conditions of any Subordination Documentation. DECLARATION OF MXXXXXX XXXXXXXXXX, EXHIBIT B PAGE 137 Case 2:15-cv-01350-JLR Document 357-2 Filed 06/23/16 Page 117 of 208

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation Condemnation. Borrower shall cause the applicable IDOT Guarantor, at its expense, to diligently prosecute any such proceedings, and to consult with respect to Lender, its attorneys and experts, and cooperate with them in the Property carrying on or defense of any such Borrowerproceedings. Administrative Agent If an Event of Default occurs hereunder, Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrowerthe applicable IDOT Guarantor’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom any payment all of its expensesExpenses. However, so long as no Default has occurred and Borrower agrees to cause the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees IDOT Guarantor to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentDeed of Trust, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Deed of Trust shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to Borrower or any BorrowerIDOT Guarantor, Borrower or such Borrower IDOT Guarantor shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s or IDOT Guarantor’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall or shall cause the applicable IDOT Guarantor to deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower agrees to or to cause each IDOT Guarantor to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds. Utilization of Net Proceeds. Net Proceeds must be utilized either for payment of the Obligations or for the restoration of the Property. Net Proceeds shall be utilized for the restoration of the Property provided that no Event of Default shall have occurred and if in the reasonable judgment of Lender (i) there has been no material adverse change in the financial viability of the construction or operation of the Improvements and (ii) the Net Proceeds, together with other funds deposited with Lender for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications approved by Lender. Otherwise, Net Proceeds shall be utilized for payment of the Obligations. If Net Proceeds are to be utilized for the restoration of the Property, the Net Proceeds, together with any other funds deposited with Lender for that purpose, must be deposited in an interest-bearing account with Lender, which account will be assigned to Lender as additional security for the Loan (the “Deposit Account”). In the event of a deficiency in the funds available to complete restoration as herein contemplated Borrower shall deposit funds in an amount equal to such deficiency in the Deposit Account. Lender shall have the exclusive right to manage and control all funds in the Borrower’s Deposit Account, but Lender shall have no fiduciary duty with respect to such funds. Advances of the deposited funds will be made from time to time for the payment of deficient line item amounts, prior to the advance of proceeds of the Loan for such amounts. Disbursements of funds from the Deposit Account will be made in a manner consistent with, and subject to, the Lender’s then standard requirements for the closing and funding of construction loans. Any account fees and charges may be deducted from the balance, if any, in the Borrower’s Deposit Account. Borrower grants to Lender a security interest in the Borrower’s Deposit Account and all such deposited funds hereafter deposited to such deposit account, and any proceeds thereof, as security for the Obligations. Such security interest shall be governed by the Uniform Commercial Code of the State, and Lender shall have available to it all of the rights and remedies available to a secured party thereunder. The Borrower’s Deposit Account may be established and held in such name or names as Lender shall deem appropriate, including in the name of Lender.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentMortgage, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Mortgage shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.. NPCHLT1:500113.7-TBF-(KMROCHEK) 900000-02386 Section 4.6

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such Borrowerwhich is threatened in writing. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent shall Lender shall, subject to the provisions of the Lease, have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom any or all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable is continuing and Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Borrower will obtain such BorrowerLender’s written consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed) before making proof of loss for or settling or compromising such Claimeach Claim if Lender is not exercising any of its rights pursuant to this Section, except Borrower shall have the right to make proof of loss for all covered property insurance claims without Lender’s written consent if less than $2,000,000. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim , except approval is equal to or greater granted herein for covered property insurance claims less than Ten Million and No/100 Dollars ($10,000,000.00)2,000,000. If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentMortgage, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the applicable Mortgage shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. Notwithstanding anything herein to the contrary, all Condemnation Awards and Casualty Proceeds shall be applied in accordance with the Lease and the Lock Box Agreement. If any Condemnation Awards or Insurance Casualty Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative Agent. Within immediately (and no later than ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer thereof) deposit the same in accordance with the Lock Box Agreement, except to Administrative Agent; provided, howeverthe extent already distributed to Borrower in accordance with the preceding sentence. Notwithstanding anything contained in this Section to the contrary, so long as any Obligations remain outstanding, no Default Condemnation Awards or Potential Default has occurred and is continuingCasualty Proceeds shall be distributed to Borrower or on behalf of Borrower other than pursuant to the provisions of the Lock Box Agreement if Borrower elects not to repair, a Condemnation award with respect rebuild or restore the portion of the Project subject to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single such Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such Borroweror Condemnation. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentMortgage, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Mortgage shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.. NPCHLT1:500113.7-TBF-(KMROCHEK) 900000-02386

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation Condemnation. Borrower shall cause the applicable IDOT Guarantor, at its expense, to diligently prosecute any such proceedings, and to consult with respect to Lender, its attorneys and experts, and cooperate with them in the Property carrying on or defense of any such Borrowerproceedings. Administrative Agent If an Event of Default occurs hereunder, Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrowerthe applicable IDOT Guarantor’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom any payment all of its expensesExpenses. However, so long as no Default has occurred and Borrower agrees to cause the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees IDOT Guarantor to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentDeed of Trust, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Deed of Trust shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to Borrower or any BorrowerIDOT Guarantor, Borrower or such Borrower IDOT Guarantor shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s or IDOT Guarantor’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall or shall cause the applicable IDOT Guarantor to deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower agrees to or to cause each IDOT Guarantor to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such Borrower. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice notice to a Borrower, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security Instrument, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative AgentLender; provided, however, so long as no Default or Potential Event of Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars (1) $2,000,0001,000,000.00 if the outstanding principal balance of the Loan is equal to or greater than $60,000,000.00, or (2) $500,000.00 if the outstanding principal balance of the Loan is less than $60,000,000.00, and Insurance Proceeds with respect to any single Casualty at for any Property of less than Two Million Dollars (1) $2,000,0001,000,000.00 if the outstanding principal balance of the Loan is equal to or greater than $60,000,000.00, or (2) $500,000.00 if the outstanding principal balance of the Loan is less than $60,000,000.00, may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such Borrower. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower (a) The Lessee shall give prompt Notice notice to Administrative the Agent of any the Casualty or any Condemnation or threatened Condemnation with respect to the Property of such Borrowerwritten Condemnation. Administrative The Agent is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s the Lessee's name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative the Agent shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may also deduct therefrom from any payment all of its expensesExpenses. HoweverThe Agent agrees, however, that, so long as no Event of Default has occurred and occurred, it will not settle or compromise any such Claim without the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent will obtain such Borrower’s prior written consent (of the Lessee, which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such . If the Agent elects not to adjust a Claim. Each Borrower , the Lessee agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each the Claim subject to Administrative the Agent’s approval, 's approval which approval shall will not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative the Agent of any Condemnation Award or Insurance Proceedsinsurance proceeds, the subject Property Lease shall have been sold terminated pursuant to the provisions of Section 17.1 hereof, the applicable Security Instrument, Administrative Agent shall have the right to receive such funds (a) to the extent of (i) any deficiency found to be due upon such sale or amounts otherwise owing under the Lease or the Operative Documents with interest thereon (whether or not a deficiency judgment on such Security Instrument shall have been sought or recovered or denied), and (bii) to the extent necessary to reimburse Administrative the Agent for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative Agent. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such Borrower. Each Borrower The Lessee agrees to execute and deliver from time to time, upon the written request of Administrative the Agent, such further instruments or documents as may be reasonably requested by Administrative the Agent to confirm the grant and assignment to Administrative the Agent of any Condemnation Awards or Insurance Proceedsinsurance proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom payment of all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable is continuing and Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentDeed of Trust, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Deed of Trust shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within Subject Section 4.11, within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, in connection with any Claim in excess of $300,000, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such ClaimClaim in excess of $300,000. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim Claim, subject to Administrative AgentLender’s approvalapproval in connection with any Claim in excess of $300,000, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval . Borrower is authorized to settle or compromise any Claim of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned $300,000 or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00)less. If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentCollateral Instruments, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Collateral Instruments shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower agrees to execute and deliver from time to time, upon the written reasonable request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards Compensation and Insurance Proceeds, and may deduct therefrom any payment all of its related costs and expenses. However, so long as no Event of Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Compensation and Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentDeed of Trust, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Deed of Trust shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its related costs and expenses. If any Condemnation Awards or Insurance Compensation and Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Compensation and Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Compensation and Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower Grantor shall give prompt Notice to Administrative Agent Grantee of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Grantee is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s Grantor's name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim claim in connection therewith, or to permit Grantor to do so. In such case, Administrative Agent Grantee shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom any or all of its expenses. However, so long as no Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative Agent’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security Instrument, Administrative Agent shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent for its expensesCosts. If any Condemnation Awards or Insurance Proceeds are paid to any BorrowerGrantor, such Borrower Grantor shall receive the same in trust for Administrative AgentGrantee. Within ten (10) days after any Borrower’s Grantor's receipt of any Condemnation Awards or Insurance Proceeds, such Borrower Grantor shall deliver such awards or proceeds to Administrative Agent Grantee in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerGrantee. Each Borrower Grantor agrees to execute and deliver from time to time, upon the written request of Administrative AgentGrantee, such further instruments or documents as may be reasonably requested by Administrative Agent Grantee to confirm the grant and assignment to Administrative Agent Grantee of any Condemnation Awards or Insurance Proceeds. If no Default exists, Grantee will permit Net Proceeds for the restoration of the Property if: (i) in the reasonable judgment of Grantee, there has been no material adverse change in the financial viability of the construction or operation of the Improvements, (ii) in the reasonable judgment of Grantee, the Net Proceeds, together with other funds deposited with Grantee for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications approved by Grantee, (iii) the restoration can be completed prior to the final maturity of the Notes and other Obligations and prior to the date required by any Lease, (iv) Grantee is provided an appraisal and other information necessary in the reasonable judgment of Grantee to reflect that the appraised value of the Improvements and other Property after such restoration shall not have been reduced from the fair value prior to the loss, and (v) Grantor satisfies such other conditions reasonably required by Grantee for the use of such proceeds including the satisfaction of conditions typically required by Grantee in making commercial construction loans. Otherwise, Net Proceeds shall be utilized for payment of the Obligations. If Net Proceeds are to be utilized for the restoration of the Property, the Net Proceeds, together with any other funds deposited with Grantee for that purpose, shall be deposited in an interest-bearing account with Grantee, which account will be assigned to Grantee as additional security for the Loan and other Obligations. The account will be opened, managed and controlled in a manner consistent with, and subject to, the provisions of the Loan Agreement. Disbursements of funds from the account will be made in a manner consistent with the manner typically used by Grantee in disbursing commercial construction loans including the requirements (at Grantor's expense) of inspections of construction and certifications by contractors and architects.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom any or all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentDeed of Trust, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Deed of Trust shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Proceeds Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds. Net Proceeds must be utilized either for payment of the Obligations or for the restoration of the Property. Net Proceeds may be utilized for the restoration of the Property only if no Default shall exist and only if in the reasonable judgment of Lender (i) there has been no material adverse change in the financial viability of the construction or operation of the Improvements, (ii) the Net Proceeds, together with other funds deposited with Lender for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications approved by Lender, and (iii) the restoration can be completed prior to the final maturity of the Loan and prior to the date required by any lease. Otherwise, Net Proceeds shall be utilized for payment of the Obligations. If Net Proceeds are to be utilized for the restoration of the Property, the Net Proceeds, together with any other funds deposited with Lender for that purpose, must be deposited in an interest-bearing account approved by and subject to a control agreement in favor of Lender, which account will be assigned to Lender as additional security for the Loan. The account will be opened, managed and controlled in a manner consistent with, and subject to, the provisions of Section 4.3 governing a Borrower’s Deposit Account, including those provisions permitting Lender to require Borrower to deposit funds in the event of a deficiency in the funds available to complete restoration as herein contemplated. Disbursements of funds from the account will be made in a manner consistent with, and subject to, the requirements for the closing and funding of the Loan and the terms of this Agreement regarding the disbursement of Loan proceeds. Notwithstanding anything to the contrary herein, this Section 4.10 shall at all times be subject to and conditioned upon the terms and conditions of any Subordination Documentation.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or Condemnation threatened Condemnation with respect to in writing impacting more than five percent (5%) of the Property value of such Borrowerthe Property, as determined by Lender. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom any and all of its expensesreasonable Expenses. However, so long as no Event of Default has occurred and the is continuing beyond expiration of any applicable notice and/or cure period and Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentInstruments, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such the Security Instrument instruments shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such Borrower. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative Agent, such further instruments or documents as may be reasonably requested by Administrative Agent to confirm the grant and assignment to Administrative Agent of any Condemnation Awards or Insurance Proceeds.,

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Except as provided below, Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all payments of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable is then continuing, and Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent (i) Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such ClaimClaim and (ii) Lender shall allow Borrower within a reasonable period of time to make proof of loss, settle or compromise any Claim below the Loss Threshold. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim, if the Claim is in excess of the Loss Threshold, subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided. Notwithstanding any provision to the contrary in this Agreement, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentMortgage, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Mortgage shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative Agent. Within Lender (other than Net Proceeds below the Loss Threshold so long as no Event of Default has occurred and is continuing) and within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance ProceedsProceeds (other than such Net Proceeds below the Loss Threshold), such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or Condemnation threatened Condemnation with respect to in writing impacting more than five percent (5%) of the Property value of such Borrowerthe Property, as determined by Lender. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s 's name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom any and all of its expensesreasonable Expenses. However, so long as no Event of Default has occurred and the is continuing beyond expiration of any applicable notice and/or cure period and Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s 's written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative Agent’s Lender's approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentInstruments, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such the Security Instrument instruments shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s 's receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice notice to a Borrower, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentDeed of Trust, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Deed of Trust shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative AgentLender; provided, however, so long as no Default or Potential Event of Default has occurred and is continuing, a Condemnation award of less than $1,000,000 with respect to any single Condemnation for any Property Condemnation, and Insurance Proceeds of less than Two Million Dollars ($2,000,000) and Insurance Proceeds 1,000,000 with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) Casualty, may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerProperty. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such Borrower. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice notice to a Borrower, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security Instrument, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative AgentLender; provided, however, so long as no Default or Potential Event of Default has occurred and is continuing, a Condemnation award of less than $500,000 with respect to any single Condemnation for the Iron Point Property or $1,000,000 with respect to any Property single Condemnation for the West Loop Property, and Insurance Proceeds of less than Two Million Dollars ($2,000,000) and Insurance Proceeds 500,000 with respect to any single Casualty at for the Iron Point Property or $1,000,000 with respect to any Property of less than Two Million Dollars ($2,000,000) single Casualty for the West Loop Property, may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such Borrower. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such in Borrower’s nameand/or ASF's name or names, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom any or all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable Borrower and/or ASF is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed, with Borrower obtaining ASF's consent if deemed necessary) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert or cause to be asserted its and/or ASF's rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentMortgage, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Mortgage shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any ASF or Borrower, such Borrower shall in each case receive the same or cause the same to be received in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds, including obtaining any such documents requested by Lender from ASF.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent is authorized, at its sole and absolute option and upon prior written Notice notice to a BorrowerXxxxxxxx, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all of its expensesExpenses. However, so long as no Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent will obtain such BorrowerXxxxxxxx’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower Xxxxxxxx agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative Agent’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security Instrument, Administrative Agent shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent for its expenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative Agent. Within ten (10) days after any BorrowerXxxxxxxx’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award of less than One Million Dollars ($1,000,000) with respect to any single Condemnation for any Property Condemnation, and Insurance Proceeds of less than Two One Million Dollars ($2,000,0001,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) Casualty, may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerProperty. Each Borrower Xxxxxxxx agrees to execute and deliver from time to time, upon the written request of Administrative Agent, such further instruments or documents as may be reasonably requested by Administrative Agent to confirm the grant and assignment to Administrative Agent of any Condemnation Awards or Insurance Proceeds.or

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent of any Casualty or any Condemnation or threatened Condemnation Condemnation, and, if Borrower obtains knowledge of same, of any casualty or any condemnation or threatened condemnation of any of the Common Elements. Subject to the Condominium Documents with respect to the Property of such Borrower. Common Elements, Administrative Agent is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom any or all of its expensesExpenses. However, so long as no uncured Event of Default has occurred exists and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative Agent’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentMortgage, Administrative Agent shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Mortgage shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentAgent for use in accordance with the provisions of Section 4.6. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance ProceedsProceeds in excess of One Hundred Thousand Dollars ($100,000), such Borrower shall deliver such awards or proceeds to Administrative Agent in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such Borrower. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative Agent, such further instruments or documents as may be reasonably requested by Administrative Agent to confirm the grant and assignment to Administrative Agent of any Condemnation Awards or Insurance Proceeds. Borrower has made proof of loss and is pursuing resolution of the Balcony Glass Claim. Borrower represents and warrants that all repairs regarding the Balcony Glass Claim have been completed. Notwithstanding anything to the contrary contained herein, Administrative Agent acknowledges and agrees that, while no Default or Event of Default shall exist and be continuing (i) the Balcony Glass Claim and proceeds therefrom are not collateral securing the Loan, (ii) Borrower may prosecute the Balcony Glass Claim in its sole discretion, and (iii) all proceeds received by Borrower from the Balcony Glass Claim may be used and distributed by Borrower in Borrower’s sole discretion.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In , and in such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom any or all of its expensesExpenses; provided, however, that (i) if no Default or Event of Default then exists, and (ii) the Claim is for less than $200,000 and does not materially and adversely affect Lender’s security or Borrower’s ability to perform its obligations under the Loan Documents, Borrower shall have the right to prosecute, settle or compromise such Claim. However, so So long as no Event of Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentMortgage, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Mortgage shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentMortgage, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Mortgage shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s 's name, any action or proceeding relating to any Condemnation (actual or threatened) or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith, and any settlement made by Lender shall be in good faith, as Lender would treat its own assets. In such case, Administrative Agent Xxxxxx shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom any or all of its expensesExpenses. However, so long as no Event of Default has occurred occurred, and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Borrower will obtain such Borrower’s Lender's written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claimeach Claim if Lender is not exercising any of its rights pursuant to this Section. Each Borrower Xxxxxxxx agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative Agent’s Xxxxxx's approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentMortgage, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Mortgage shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s Xxxxxxxx's receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower Xxxxxxxx agrees to execute and deliver from time to time, upon the written request of Administrative AgentXxxxxx, such further instruments or documents as may be reasonably requested by Administrative Agent Xxxxxx to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent is authorized, at its sole and absolute option and upon prior written Notice to a Borrowerwith the consent of the Required Lenders, in connection with any Claim in excess of $300,000, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such ClaimClaim in excess of $300,000. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim Claim, subject to Administrative Agent’s approvalapproval in connection with any Claim in excess of $300,000, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval . Borrower is authorized to settle or compromise any Claim of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned $300,000 or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00)less. If, prior to the receipt by Administrative Agent of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentMortgages, Administrative Agent shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Mortgages shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds in excess of $300,000 are paid to any Borrower, such Borrower shall receive the same in trust for Administrative Agent. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance ProceedsProceeds in excess of $300,000, such Borrower shall deliver such awards or proceeds to Administrative Agent in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such Borrower. Each Borrower agrees to execute and deliver from time to time, upon the written reasonable request of Administrative Agent, such further instruments or documents as may be reasonably requested by Administrative Agent to confirm the grant and assignment to Administrative Agent of any Condemnation Awards or Insurance ProceedsProceeds in excess of $300,000.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent is authorized, at its sole and absolute option and upon prior written Notice notice to a Borrower, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all of its expensesExpenses. However, so long as no Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative Agent’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentDeed of Trust, Administrative Agent shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Deed of Trust shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative Agent. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award of less than One Million Dollars ($1,000,000) with respect to any single Condemnation for any Property Condemnation, and Insurance Proceeds of less than Two One Million Dollars ($2,000,0001,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) Casualty, may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerProperty. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative Agent, such further instruments or documents as may be reasonably requested by Administrative Agent to confirm the grant and assignment to Administrative Agent of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom any and all of its expensesExpenses. However, so long as no Event of Default has occurred and if any Casualty or Condemnation individually or in the applicable aggregate is less than $250,000 in Claims, and if Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making then Lender allow Borrower to make proof of loss for or settling settle or compromising compromise such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentMortgage, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Mortgage shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable is continuing and Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentMortgage, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Mortgage shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent is authorized, at its sole and absolute option and upon prior written Notice notice to a Borrower, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative Agent’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentDeeds of Trust, Administrative Agent shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the applicable Deeds of Trust shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative Agent. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Event of Default has occurred and is continuing, a Condemnation award of less than One Million Dollars ($1,000,000) with respect to any single Condemnation for any Property Condemnation, and Insurance Proceeds of less than Two One Million Dollars ($2,000,0001,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) Casualty, may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerProperty. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative Agent, such further instruments or documents as may be reasonably requested by Administrative Agent to confirm the grant and assignment to Administrative Agent of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentDeed of Trust, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Deed of Trust shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such Borrowerfor which Borrower receives written notice thereof. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In the event that Borrower is entitled to the receipt of such caseproceeds to use the same for repair and restoration pursuant to Section 4.6 below and the amount of such Claim does not exceed $1,000,000.00, Administrative Agent then Borrower shall be entitled, after prior written notice to Lender, to make proof of loss for and to settle or compromise such claim and receive the proceeds thereof, not to exceed $1,000,000.00. Borrower covenants to use any and all such proceeds received by it pursuant hereto to pay for the costs of repair and restoration of the Property and any balance remaining shall be used to prepay the outstanding balance of the Loan. Except as otherwise provided herein, Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom any and all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable is continuing and Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold at sheriff’s, trustee’s or other execution sale pursuant to the provisions of the applicable Security InstrumentMortgage or a judgment under the Note, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Mortgage shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such except with respect to a Claim to which Borrower is entitled to receive the Proceeds as aforesaid, Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower Mortgagor shall give prompt Notice to Administrative Agent Mortgagee of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Mortgagee is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s Mortgagor's name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim claim in connection therewith, or to permit Mortgagor to do so. In such case, Administrative Agent Mortgagee shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom any or all of its expenses. However, so long as no Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative Agent’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security Instrument, Administrative Agent shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent for its expensesCosts. If any Condemnation Awards or Insurance Proceeds are paid to any BorrowerMortgagor, such Borrower Mortgagor shall receive the same in trust for Administrative AgentMortgagee. Within ten (10) days after any Borrower’s Mortgagor's receipt of any Condemnation Awards or Insurance Proceeds, such Borrower Mortgagor shall deliver such awards or proceeds to Administrative Agent Mortgagee in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerMortgagee. Each Borrower Mortgagor agrees to execute and deliver from time to time, upon the written request of Administrative AgentMortgagee, such further instruments or documents as may be reasonably requested by Administrative Agent Mortgagee to confirm the grant and assignment to Administrative Agent Mortgagee of any Condemnation Awards or Insurance Proceeds. If no Default exists, Mortgagee will permit Net Proceeds for the restoration of the Property if: (i) in the reasonable judgment of Mortgagee, there has been no material adverse change in the financial viability of the construction or operation of the Improvements, (ii) in the reasonable judgment of Mortgagee, the Net Proceeds, together with other funds deposited with Mortgagee for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications approved by Mortgagee, (iii) the restoration can be completed prior to the final maturity of the Notes and other Obligations and prior to the date required by any Lease, (iv) Mortgagee is provided an appraisal and other information necessary in the reasonable judgment of Mortgagee to reflect that the appraised value of the Improvements and other Property after such restoration shall not have been reduced from the fair value prior to the loss, and (v) Mortgagor satisfies such other conditions reasonably required by Mortgagee for the use of such proceeds including the satisfaction of conditions typically required by Mortgagee in making commercial construction loans. Otherwise, Net Proceeds shall be utilized for payment of the Obligations. If Net Proceeds are to be utilized for the restoration of the Property, the Net Proceeds, together with any other funds deposited with Mortgagee for that purpose, shall be deposited in an interest-bearing account with Mortgagee, which account will be assigned to Mortgagee as additional security for the Loans and other Obligations. The account will be opened, managed and controlled in a manner consistent with, and subject to, the provisions of the Loan Agreement. Disbursements of funds from the account will be made in a manner consistent with the manner typically used by Mortgagee in disbursing commercial construction loans including the requirements (at Mortgagor's expense) of inspections of construction and certifications by contractors and architects.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent both Lender and Bank of America, N.A. of any Casualty or any Condemnation or threatened Condemnation with respect to Condemnation. Lender, and/or Bank of America, N.A. so long as the Property Bank of such Borrower. Administrative Agent America Loan is outstanding, is authorized, at its their sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its their own respective names or such in Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender and/or Bank of America, N.A. shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom any or all of its expensestheir respective Expenses. However, so long as no Event of Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentMortgage, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Mortgage shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender and/or Bank of America, N.A., such further instruments or documents as may be reasonably requested by Administrative Agent either of them to confirm the grant and assignment to Administrative Agent of any Condemnation Awards or Insurance Proceeds.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or Borrower’s receipt of written notice of any Condemnation or threatened Condemnation with respect to the Property of such BorrowerCondemnation. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice to a Borroweroption, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith; provided, that, Lender shall provide Borrower Notice of its intent to so act so long as not Event of Default has occurred which has not been waived by Lender. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom any and all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable has not been waived by Lender, and Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security InstrumentDeed of Trust, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument the Deed of Trust shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative Agent; provided, however, so long as no Default or Potential Default has occurred and is continuing, a Condemnation award with respect to any single Condemnation for any Property of less than Two Million Dollars ($2,000,000) and Insurance Proceeds with respect to any single Casualty at any Property of less than Two Million Dollars ($2,000,000) may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such BorrowerLender. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds. Notwithstanding the foregoing, Borrower shall have the right, without the consent of Lender, to settle and/or compromise any Claims relating to a Condemnation or Casualty, the value of which is $1,000,000 or less and so long as no Event of Default or Trigger Period has occurred.

Adjustment of Condemnation and Insurance Claims. Each Borrower shall give prompt Notice to Administrative Agent Lender of any Casualty or any Condemnation or threatened Condemnation with respect to the Property of such Borrower. Administrative Agent Lender is authorized, at its sole and absolute option and upon prior written Notice notice to a Borrower, to commence, appear in and prosecute, in its own or such Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, Administrative Agent Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all of its expensesExpenses. However, so long as no Event of Default has occurred and the applicable Borrower is diligently pursuing its rights and remedies with respect to a Claim, Administrative Agent Lender will obtain such Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. Each Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to Administrative AgentLender’s approval, which approval shall not be unreasonably withheld or delayed; provided, however, that the approval of the Required Lenders shall also be required (which approval shall not be unreasonably withheld, conditioned or delayed) if the amount of the Claim is equal to or greater than Ten Million and No/100 Dollars ($10,000,000.00). If, prior to the receipt by Administrative Agent Lender of any Condemnation Award or Insurance Proceeds, the subject Property shall have been sold pursuant to the provisions of the applicable Security Instrument, Administrative Agent Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on such Security Instrument shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Administrative Agent Lender for its expensesExpenses. If any Condemnation Awards or Insurance Proceeds are paid to any Borrower, such Borrower shall receive the same in trust for Administrative AgentLender. Within ten (10) days after any Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, such Borrower shall deliver such awards or proceeds to Administrative Agent Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Administrative AgentLender; provided, however, so long as no Default or Potential Event of Default has occurred and is continuing, a Condemnation award of less than $1,000,000 with respect to any single Condemnation for any Property Property, and Insurance Proceeds of less than Two Million Dollars ($2,000,000) and Insurance Proceeds 1,000,000 with respect to any single Casualty at for any Property of less than Two Million Dollars ($2,000,000) Property, may be retained by the applicable Borrower, which funds shall be used by such Borrower to restore the Property of such Borrower. Each Borrower agrees to execute and deliver from time to time, upon the written request of Administrative AgentLender, such further instruments or documents as may be reasonably requested by Administrative Agent Lender to confirm the grant and assignment to Administrative Agent Lender of any Condemnation Awards or Insurance Proceeds.