Common use of Collection of Award Clause in Contracts

Collection of Award. With respect any award or payment in respect of a Condemnation (an “Award”) which is equal to or less than $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that an Event of Default is continuing, Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation. Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect Subject to the rights of Senior Lender, in the event any award or payment in respect of a Condemnation (an “Award”) which is equal to equals or less than exceeds $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive 250,000 and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that if an Event of Default is continuing, Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power on behalf of Owner to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation. Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, subject to the rights of Senior Lender and whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower shall cause any Award that is payable to Borrower pursuant to Owner’s operating agreement to be paid directly to Lender, to be applied as provided in this Agreement, subject to the rights of the Senior Lender under the Senior Loan Documents. The expenses incurred by Lender shall hold such Award in the Casualty/Condemnation Subaccount adjustment and disburse such Award in accordance with collection of the terms hereofProceeds shall become part of the Debt and shall be reimbursed by Borrower to Lender upon demand.

Collection of Award. With respect any If a Condemnation occurs where the award or payment in respect of a Condemnation thereof (an “"Award”") does not exceed $250,000 or which is equal to results in the taking of 5% or less than $250,000of the Property, provided no Event of Default has occurred and is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to Borrowers may make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000Condemnation with the prior consent of Lender, provided no Event of Default is continuing, Borrower shall have exclusive power not to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed provided such adjustment is carried out in a competent and timely manner, and Borrowers are hereby authorized to collect and receipt for the Award. In the event of a Condemnation where the Award is in excess of $250,000 or conditioned. At any time that an Event which results in the taking of Default is continuingmore than 5% of the Property, Lender is hereby irrevocably appointed as Borrower’s Borrowers' attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such CondemnationCondemnation with the prior consent of Borrowers (unless an Event of Default is continuing, in which case, Borrowers' prior consent shall not be required), not to be unreasonably withheld (which shall be deemed consented to if Borrowers fail to respond to any request for consent therefor within 10 days' of request). Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower Borrowers shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower Borrowers shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any If a Condemnation occurs where the award or payment in respect of a Condemnation thereof (an “Award”) which is equal to or less than does not exceed $250,0002,000,000, provided no Event of Default has occurred and is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to may make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000Condemnation with the prior consent of Lender, not to be unreasonably withheld, provided no Event such adjustment is carried out in a competent and timely manner, and Borrower is hereby authorized to collect and receipt for the Award. In the event of Default a Condemnation where the Award is continuingin excess of $2,000,000, Borrower shall have exclusive power to Lender may collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that Condemnation with the prior consent of Borrower (unless an Event of Default is continuing, in which case, Borrower’s prior consent shall not be required, and Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collecttake such actions during the continuance of an Event of Default), receive and retain not to be unreasonably withheld (which shall be deemed consented to if Borrower fails to respond to any such Award and to make any compromise, adjustment or settlement in connection with such Condemnationrequest for consent therefor within ten (10) days of request). Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Except as provided in this Section 7.3.2, Borrower shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any If a Condemnation occurs where the award or payment in respect of a Condemnation thereof (an “Award”) does not exceed $2,000,000 or which is equal to results in the taking of five percent (5%) or less than $250,000of the Property, provided no Event of Default has occurred and is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to may make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000Condemnation with the prior written consent of Lender, provided no Event of Default is continuing, Borrower shall have exclusive power not to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed provided such adjustment is carried out in a competent and timely manner, and Borrower is hereby authorized to collect and receipt for the Award. In the event of a Condemnation where the Award is in excess of $2,000,000 or conditioned. At any time that an Event which results in the taking of Default is continuingmore than five percent (5%) of the Property, Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such CondemnationCondemnation with the prior consent of Borrower (unless an Event of Default is continuing, in which case, Borrower’s prior consent shall not be required), not to be unreasonably withheld (which shall be deemed consented to if Borrower fails to respond to any request for consent therefor within 10 days’ of request). Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any If a Condemnation occurs where the award or payment in respect of a Condemnation thereof (an “Award”"AWARD") does not exceed $250,000 or which is equal to results in the taking of 5% or less than $250,000of the Property, provided no Event of Default has occurred and is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to Borrowers may make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000Condemnation with the prior consent of Lender, provided no Event of Default is continuing, Borrower shall have exclusive power not to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed provided such adjustment is carried out in a competent and timely manner, and Borrowers are hereby authorized to collect and receipt for the Award. In the event of a Condemnation where the Award is in excess of $250,000 or conditioned. At any time that an Event which results in the taking of Default is continuingmore than 5% of the Property, Lender is hereby irrevocably appointed as Borrower’s Borrowers' attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such CondemnationCondemnation with the prior consent of Borrowers (unless an Event of Default is continuing, in which case, Borrowers' prior consent shall not be required), not to be unreasonably withheld (which shall be deemed consented to if Borrowers fail to respond to any request for consent therefor within 10 days' of request). Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower Borrowers shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower Borrowers shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any If a Condemnation occurs where the award or payment in respect of a Condemnation thereof (an “Award”) does not exceed $250,000 or which is equal to results in the taking of five percent (5%) or less than $250,000of the Property, provided no Event of Default has occurred and is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to may make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000Condemnation with the prior consent of Lender, provided no Event of Default is continuing, Borrower shall have exclusive power not to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed provided such adjustment is carried out in a competent and timely manner, and Borrower is hereby authorized to collect and receipt for the Award. In the event of a Condemnation where the Award is in excess of $250,000 or conditioned. At any time that an Event which results in the taking of Default is continuingmore than five percent (5%) of the Property, Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such CondemnationCondemnation with the prior consent of Borrower (unless an Event of Default is continuing, in which case, Borrower’s prior consent shall not be required), not to be unreasonably withheld (which shall be deemed consented to if Borrower fails to respond to any request for consent therefor within 10 days’ of request). Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any If a Condemnation occurs where the award or payment in respect of a Condemnation thereof (an “Award”) which is equal to or less than does not exceed $250,000, provided no Event of Default has occurred and is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to may make any compromise, adjustment or settlement in connection with such CondemnationCondemnation with the prior consent of Lender, not to be unreasonably withheld, provided such adjustment is carried out in a competent and timely manner, and Borrower is hereby authorized to collect and receipt for the Award. With respect any In the event of a Condemnation where the Award which is greater that in excess of $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to Lender may collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that Condemnation with the prior consent of Borrower (unless an Event of Default is continuing, in which case, Borrower’s prior consent shall not be required, and Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collecttake such actions during the continuance of an Event of Default), receive and retain not to be unreasonably withheld (which shall be deemed consented to if Borrower fails to respond to any such Award and to make any compromise, adjustment or settlement in connection with such Condemnationrequest for consent therefor within ten (10) days of request. Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the NoteNotes. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note Notes shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any If a Condemnation occurs where the award or payment in respect of a Condemnation thereof (an “Award”"AWARD") does not exceed $250,000 or which is equal to results in the taking of five percent (5%) or less than $250,000of the Property, provided no Event of Default has occurred and is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to may make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000Condemnation with the prior written consent of Lender, provided no Event of Default is continuing, Borrower shall have exclusive power not to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed provided such adjustment is carried out in a competent and timely manner, and Borrower is hereby authorized to collect and receipt for the Award. In the event of a Condemnation where the Award is in excess of $250,000 or conditioned. At any time that an Event which results in the taking of Default is continuingmore than five percent (5%) of the Property, Lender is hereby irrevocably appointed as Borrower’s 's attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such CondemnationCondemnation with the prior consent of Borrower (unless an Event of Default is continuing, in which case, Borrower's prior consent shall not be required), not to be unreasonably withheld (which shall be deemed consented to if Borrower fails to respond to any request for consent therefor within 10 days' of request). Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any award or payment in respect Subject to the rights of a Condemnation (an “Award”) which is equal to or less than $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Senior Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that an Event of Default is continuing, Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power on behalf of Owner to collect, receive and retain any such Award award or payment in respect of a Condemnation (an “Award”) and to make any compromise, adjustment or settlement in connection with such Condemnation; provided that, with respect to any Condemnation where the Award is less than the Restoration Threshold, so long as no Event of Default shall be continuing, Borrower may make any compromise, adjustment or settlement in connection with such Condemnation with the prior consent of Lender, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the NoteInterest Rate. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, subject to the rights of Senior Lender and whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower shall cause any Award that is payable to Borrower pursuant to Owner’s operating agreement to be paid directly to Lender, to be applied as provided in this Agreement, subject to the rights of the Senior Lender under the Senior Loan Documents. The expenses incurred by Lender shall hold such Award in the Casualty/Condemnation Subaccount adjustment and disburse such Award in accordance with collection of the terms hereofProceeds shall become part of the Debt and shall be reimbursed by Borrower to Lender upon demand.

Collection of Award. With respect any award or payment in respect of a Condemnation (an “Award”) which is equal to or less than $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that an Event of Default is continuing, Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any such Award award or payment in respect of a Condemnation (an “Award”) and to make any compromise, adjustment or settlement in connection with such Condemnation; provided that, with respect to any Condemnation where the Award is less than the Restoration Threshold, so long as no Event of Default shall be continuing, Borrower may make any compromise, adjustment or settlement in connection with such Condemnation with the prior consent of Lender, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the NoteInterest Rate. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any award or payment in respect of a Condemnation (an “Award”) which is equal to or less than $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that an Event of Default is continuing, Lender is hereby irrevocably appointed as each Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any such Award award or payment in respect of a Condemnation (an “Award”) and to make any compromise, adjustment or settlement in connection with such Condemnation to the extent of Borrowers’ rights under the applicable Condominium Documents; provided, however, so long as no Event of Default has occurred and is continuing, Lender shall consult with Borrower (which consultation shall not be binding on Lender) in connection with any compromise, adjustment or settlement in connection with any Condemnation. Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower Borrowers shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the any Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower Borrowers shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any award or payment in respect of a Condemnation (an “Award”) which is equal to or less than $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that an Event of Default is continuing, Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, exercisable during an Event of Default, coupled with an interest, with exclusive power to collect, receive and retain any such Award and award or payment in respect of a Condemnation (an “Award”) and, during an Event of Default, to make any compromise, adjustment or settlement in connection with such Condemnation. Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the subject Borrowing Base Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the DebtDebt (except to the extent the purchase of such Borrowing Base Property is entitled to receive the same). Borrower shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount Account and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any If a Condemnation occurs where the award or payment in respect of a Condemnation thereof (an “Award”) which is equal to or less than does not exceed $250,000, provided no Event of Default has occurred and is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to may make any compromise, adjustment or settlement in connection with such CondemnationCondemnation with the prior consent of Lender, not to be unreasonably withheld, provided such adjustment is carried out in a competent and timely manner, and Borrower is hereby authorized to collect and receipt for the Award. With respect any In the event of Table of Contents a Condemnation where the Award which is greater that in excess of $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to Lender may collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that Condemnation with the prior consent of Borrower (unless an Event of Default is continuing, in which case, Borrower’s prior consent shall not be required, and Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collecttake such actions during the continuance of an Event of Default), receive and retain not to be unreasonably withheld (which shall be deemed consented to if Borrower fails to respond to any such Award and to make any compromise, adjustment or settlement in connection with such Condemnationrequest for consent therefor within ten (10) days of request. Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the NoteNotes. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note Notes shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any If a Condemnation occurs where the award or payment in respect of a Condemnation thereof (an “Award”) which is equal to or less than does not exceed $250,0001,000,000, provided no Event of Default has occurred and is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to may make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000Condemnation with the prior consent of Lender, not to be unreasonably withheld, provided no Event such adjustment is carried out in a competent and timely manner, and Borrower is hereby authorized to collect and receive such Award. In the event of Default a Condemnation where the Award is continuingin excess of $1,000,000, Borrower shall have exclusive power to Lender may collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that Condemnation with the prior consent of Borrower (unless an Event of Default is continuing, in which case, Borrower’s prior consent shall not be required, and Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collecttake such actions during the continuance of an Event of Default), receive and retain not to be unreasonably withheld (which shall be deemed consented to if Borrower fails to respond to any such Award and to make any compromise, adjustment or settlement in connection with such Condemnationrequest for consent therefor within ten (10) days of request). Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any If a Condemnation occurs where the award or payment in respect of a Condemnation thereof (an “"Award”") does not exceed $250,000 or which is equal to results in the taking of 5% or less than $250,000of the Property, provided no Event of Default has occurred and is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to may make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000Condemnation with the prior consent of Lender, provided no Event of Default is continuing, Borrower shall have exclusive power not to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed provided such adjustment is carried out in a competent and timely manner, and Borrower is hereby authorized to collect and receipt for the Award. In the event of a Condemnation where the Award is in excess of $250,000 or conditioned. At any time that an Event which results in the taking of Default is continuingmore than 5% of the Property, Lender is hereby irrevocably appointed as Borrower’s 's attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such CondemnationCondemnation with the prior consent of Borrower (unless an Event of Default is continuing, in which case, Borrower's prior consent shall not be required), not to be unreasonably withheld (which shall be deemed consented to if Borrower fails to respond to any request for consent therefor within 10 days' of request). Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any If a Condemnation occurs where the award or payment in respect of a Condemnation thereof (an “Award”"AWARD") does not exceed $250,000 or which is equal to results in the taking of 5% or less than $250,000of the Property, provided no Event of Default has occurred and is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to may make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000Condemnation with the prior consent of Lender, provided no Event of Default is continuing, Borrower shall have exclusive power not to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed provided such adjustment is carried out in a competent and timely manner, and Borrower is hereby authorized to collect and receipt for the Award. In the event of a Condemnation where the Award is in excess of $250,000 or conditioned. At any time that an Event which results in the taking of Default is continuingmore than 5% of the Property, Lender is hereby irrevocably appointed as Borrower’s 's attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any (such Award "AWARD") and to make any compromise, adjustment or settlement in connection with such CondemnationCondemnation with the prior consent of Borrower (unless an Event of Default is continuing, in which case, Borrower's prior consent shall not be required), not to be unreasonably withheld (which shall be deemed consented to if Borrower fails to respond to any request for consent therefor within 10 days' of request). Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any If a Condemnation occurs where the award or payment to Borrower or Operating Tenant in respect of a Condemnation thereof (an “Award”) which is equal not expected to or less than be in excess of $250,000750,000, provided no Event of Default has occurred and is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to or Operating Tenant may make any compromise, adjustment or settlement in connection with such CondemnationCondemnation without the prior consent of Lender; provided such adjustment is carried out in a diligent and timely manner, and Borrower and Operating Tenant are hereby authorized to collect and receive the Award. With respect any In the event of a Condemnation where the Award which payable to Borrower or Operating Tenant is greater that expected to be in excess of $250,000, provided no Event of Default is continuing750,000, Borrower shall have exclusive power to collect, receive and retain Operating Tenant may settle and adjust any such Award and to make any compromise, adjustment or settlement in connection claim with such Condemnation, subject to Lender’s approval the prior consent of Lender (which consent shall not be unreasonably withheldwithheld or delayed), delayed or conditioned. At any time that unless an Event of Default has occurred and is continuing, in which case Lender is hereby irrevocably appointed as Borrower’s and Operating Tenant’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and and, subject to the terms of the Loan Documents, retain any such Award to be applied to amounts due under the Loan and to make any compromise, adjustment or settlement in connection with such Condemnation. Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower shall (and shall cause Operating Tenant to) cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any award or payment in respect of If a Condemnation covered by any of the Policies (an “AwardInsured Condemnation”) which is equal to or less than occurs where the loss does not exceed $250,000100,000 (a “Minor Condemnation”), and provided that no Event of Default has occurred and is continuing, Borrower shall have exclusive then each Mortgagor has the power to collect, receive and retain any award or payment in respect of such Award and to make any compromise, adjustment or settlement in connection with such Minor Condemnation. With respect any Award which is greater that In the event of an Insured Condemnation where the loss equals or exceeds $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such 100,000 (a “Significant Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that an Event of Default is continuing”), Lender is hereby irrevocably appointed as Borrowereach Mortgagor’s and each other Credit Party’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any such Award award or payment in respect of a Significant Condemnation (together with any right to receive and retain any award or payment in respect of a Minor Condemnation, an “Award”) and to make any compromise, adjustment or settlement in connection with such Significant Condemnation. Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower the Credit Parties shall continue to pay the Debt Obligations at the time and in the manner provided for in the Loan Documents, and the Debt Obligations shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the DebtObligations. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the each Promissory Note. If the any Property or any part thereof is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the a Promissory Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the DebtObligations. Borrower The Credit Parties shall cause any Award that is payable to Borrower any of them to be paid directly to Lender, for the benefit of itself and Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount Account and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any If a Condemnation occurs where the award or payment in respect of a Condemnation thereof (an “Award”"AWARD") does not exceed $250,000 or which is equal to results in the taking of 5% or less than $250,000of the Property, provided no Event of Default has occurred and is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to may make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000Condemnation with the prior consent of Lender, provided no Event of Default is continuing, Borrower shall have exclusive power not to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed provided such adjustment is carried out in a competent and timely manner, and Borrower is hereby authorized to collect and receipt for the Award. In the event of a Condemnation where the Award is in excess of $250,000 or conditioned. At any time that an Event which results in the taking of Default is continuingmore than 5% of the Property, Lender is hereby irrevocably appointed as Borrower’s 's attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such CondemnationCondemnation with the prior consent of Borrower (unless an Event of Default is continuing, in which case, Borrower's prior consent shall not be required), not to be unreasonably withheld (which shall be deemed consented to if Borrower fails to respond to any request for consent therefor within 10 days' of request). Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any If a Condemnation occurs where the award or payment in respect of a Condemnation thereof (an “Award”) which is equal to or less than does not exceed $250,000500,000, provided no Event of Default has occurred and is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to may make any compromise, adjustment or settlement in connection with such CondemnationCondemnation without the prior consent of Lender; provided such adjustment is carried out in a competent and timely manner, and Borrower is hereby authorized to collect and receipt for the Award. With respect any In the event of a Condemnation where the Award which is greater that in excess of $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that an Event of Default is continuing500,000, Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation. Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award (including interest, if any, paid on the Award by the condemning authority) sufficient to pay the Debt. Borrower shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any award or payment in respect of a Condemnation (an “Award”) which is equal to or less than $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that an Event of Default is continuing, Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation. Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof.. 53

Collection of Award. With respect any award or payment in respect of a Condemnation (an “Award”) which is equal to or less than $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that an Event of Default is continuing, Lender is hereby irrevocably appointed as each Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any such Award award or payment in respect of a Condemnation (an “Award”) and to make any compromise, adjustment or settlement in connection with such Condemnation; provided, however, so long as no Event of Default has occurred and is continuing, Lender shall consult with Borrower (which consultation shall not be binding on Lender) in connection with any compromise, adjustment or settlement in connection with any Condemnation. Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower Borrowers shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the any Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower Borrowers shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any award or payment in respect (a) (i) During the continuance of a Condemnation (an “Award”) which is equal to or less than $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that an Event of Default is continuingand (ii) at all times in connection with any Condemnation the loss of which exceeds Two Hundred Fifty Thousand Dollars ($250,000), Lender is hereby shall be irrevocably appointed as each Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any such Award award or payment in respect of a Condemnation (an “Award”) and to make any compromise, adjustment or settlement in connection with such Condemnation. . (b) Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower Borrowers shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender Xxxxxx to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the such Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower Borrowers shall cause any Award that is payable to any Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof. (c) Each Borrower assigns to Lender all Awards which such Borrower is entitled to receive. In the event of any Condemnation, and provided (1) an Event of Default does not currently exist, and (2) Lender has determined that (i) there has not been an Impairment of the Security, and (ii) the Restoration of any portion of the affected Property that has not been taken can be accomplished in full compliance with all Requirements to the same condition, character and general utility as nearly as possible to that existing prior to the taking and at least equal in value as that existing prior to the taking, then the Net Condemnation Proceeds shall be applied to the Restoration in accordance with the terms of Section 7.4 hereof such Borrower shall commence and diligently pursue to completion the Restoration. Lender shall hold and disburse the Net Condemnation Proceeds to the Restoration. (d) In the event the Net Condemnation Proceeds are to be used for the Restoration, the affected Borrower shall comply with the requirements for Restoration as set forth in Section 7.4 hereof. Upon such Xxxxxxxx’s satisfaction and completion of the Restoration and upon confirmation that there is no Event of Default then existing, Lender shall pay any remaining Net Condemnation Proceeds then held by Lender to Borrowers. (e) In the event that the conditions for applying Net Condemnation Proceeds to Restoration set forth in this Section 7.3.2 have not been met, Lender may, at its option, apply the Net Condemnation Proceeds to the reduction of the Debt in such order as Lender may determine and Lender may declare the entire Debt immediately due and payable. After payment in full of the Debt, any remaining Net Condemnation Proceeds shall be paid to Borrowers.

Collection of Award. With respect any award or payment in respect of a Condemnation (an “Award”) which is equal Subject to or less than $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that an Event of Default is continuingthe Ground Lease, Lender is hereby irrevocably appointed as each Borrower’s 's attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any such Award award or payment in respect of a Condemnation (an "Award") and to make any compromise, adjustment or settlement in connection with such Condemnation. Notwithstanding anything to the contrary in the immediately preceding sentence, Lender shall not execute any document as attorney-in-fact of Borrowers unless (x) Borrowers shall have failed or refused to execute the same within five (5) Business Days after Lender's request therefor, or (y) in Lender's good faith determination it would be materially prejudiced by the delay involved in making such a request. Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower Borrowers shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the any Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower Borrowers shall cause any Award that is payable to Borrower to be paid directly to Lender. Subject to the Ground Lease, Lender shall hold such Award in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any award or payment in respect Subject to the rights of a Condemnation (an “Award”) which is equal to or less than $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that an Event of Default is continuingthe Condominium Board, Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any such Award award or payment in respect of a Condemnation (an “Award”) and to make any compromise, adjustment or settlement in connection with such Condemnation. Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount Account and disburse such Award in accordance with the terms hereof. Notwithstanding anything in this Agreement to the contrary, while a Net Lease is in force and effect, if pursuant to such Net Lease the Net Tenant thereunder (i) may settle and adjust any Award without the consent of the landlord thereunder and such Net Lease does not require the consent of the landlord’s mortgagee or pledgee with respect thereto, or (ii) to receive, hold or disburse the Award, then the provisions of this Section 7.3.2 shall not affect, diminish or prohibit such rights of such Net Tenant.

Collection of Award. With respect any award or payment in respect of a Condemnation (an “Award”) which is equal Subject to or less than $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that an Event of Default is continuingthe Ground Lease, Lender is hereby irrevocably appointed as each Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any such Award award or payment in respect of a Condemnation (an “Award”) and to make any compromise, adjustment or settlement in connection with such Condemnation. Notwithstanding anything to the contrary in the immediately preceding sentence, Lender shall not execute any document as attorney-in-fact of Borrowers unless (x) Borrowers shall have failed or refused to execute the same within five (5) Business Days after Lender’s request therefor, or (y) in Lender’s good faith determination it would be materially prejudiced by the delay involved in making such a request. Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower Borrowers shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the any Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower Borrowers shall cause any Award that is payable to Borrower to be paid directly to Lender. Subject to the Ground Lease, Lender shall hold such Award in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any award or payment in respect of If a Condemnation occurs where the loss does not exceed the greater of $1,000,000 or twenty percent (an “Award”20%) which is equal of the Appraised Value of the Property subject to or less than $250,000such Condemnation, provided no Event of Default has occurred and is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to the Borrowers may make any compromise, adjustment or settlement in connection with such Condemnation without the prior consent of Lender; provided such adjustment is carried out in a commercially reasonable and timely manner, and the Borrowers are hereby authorized to collect and receive any award or payment in respect of such Condemnation (an “Award”). In the event a Condemnation occurs where where the loss equals or exceeds the greater of $1,000,000 and twenty percent (20%) of the Appraised Value of the Property subject to such Condemnation (a “Significant Condemnation. With respect any Award which is greater that $250,000”), provided no Event of Default has occurred and is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to the Borrowers may make any compromise, adjustment or settlement in connection with such CondemnationCondemnation with the consent of Lender, subject to Lender’s approval which consent shall not be unreasonably withheld, conditioned or delayed or conditionedand the Award shall be due and payable solely to Lender and held by Lender in the Casualty/Condemnation Subaccount and disbursed in accordance herewith. At any time that If an Event of Default has occurred and is continuing, Lender shall have the sole right to make any compromise, adjustment, settlement or collection in connection with a Condemnation and the Borrowers shall have no right to participate in such compromise, settlement, adjustment or collection. If any Borrower or any party other than Lender is a payee on any check representing an Award with respect to a Significant Condemnation, such Borrower shall promptly endorse, and the Borrowers shall cause all such third parties to endorse, such check payable to the order of Lender. If such check is not endorsed within ten (10) Business Days after receipt of such check by any Borrower, each Borrower hereby irrevocably appointed appoints Lender as Borrower’s its attorney-in-fact, coupled with an interest, with exclusive power to collectendorse such check payable to the order of Lender. If Lender is permitted to participate in the compromise, receive and retain any adjustment, settlement or collection of an Award, the reasonable out-of-pocket expenses incurred by Lender in the compromise, adjustment, settlement or collection of such Award shall become part of the Debt and shall be reimbursed by the Borrowers to make any compromise, adjustment or settlement in connection with such CondemnationLender within thirty (30) days after written request therefor. Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower the Borrowers shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the any Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such any Award received by it in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any award or payment Except as provided in respect of a Condemnation (an “Award”) which is equal to or less than $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive the Senior Loan Documents and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to the rights of each Senior Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that an Event of Default is continuingas applicable, Lender is hereby irrevocably appointed as Borrower’s 's attorney-in-fact, coupled with an interest, with exclusive power on behalf of each Owner to collect, receive and retain any such Award award or payment in respect of a Condemnation at any Property (an "Award") and to make any compromise, adjustment or settlement in connection with such Condemnation. Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the NoteNotes. If the a Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, subject to the rights of Senior Lender and whether or not a deficiency judgment on the Note Notes shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower shall cause any Award that is payable to Borrower pursuant to Owner's operating agreement to be paid directly to Lender, to be applied as provided in this Agreement, subject to the rights of the Senior Lender under the Senior Loan Documents. The expenses incurred by Lender shall hold such Award in the Casualty/Condemnation Subaccount adjustment and disburse such Award in accordance with collection of the terms hereofProceeds shall become part of the Debt and shall be reimbursed by Borrower to Lender upon demand.

Collection of Award. With respect If a Condemnation covered by any of the Policies (an “Insured Condemnation”) occurs where the loss does not exceed One Hundred Thousand and No/100 Dollars ($100,000.00) (a “Minor Condemnation”), provided no Default or Event of Default has occurred and is continuing, Borrower has the power to collect, receive and retain any award or payment in respect of a Condemnation (an “Award”) which is equal to or less than $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Minor Condemnation. With respect any Award which is greater that In the event of an Insured Condemnation where the loss equals or exceeds One Hundred Thousand and No/100 Dollars ($250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such 100,000.00) (a “Significant Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that an Event of Default is continuing”), Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any such Award award or payment in respect of a Significant Condemnation (together with any right to receive and retain any award or payment in respect of a Minor Condemnation, an “Award”) and to make any compromise, adjustment or settlement in connection with such Significant Condemnation. Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt Obligations at the time and in the manner provided for in the Loan Documents, and the Debt Obligations shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the DebtObligations. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Promissory Note. If the Property or any part thereof is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Promissory Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the DebtObligations. Borrower shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount Account and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any If a Condemnation occurs where the award or payment in respect of a Condemnation thereof (an “Award”) which is equal to or less than does not exceed $250,0001,500,000, provided no Event of Default has occurred and is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to may make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000Condemnation with the prior consent of Lender, not to be unreasonably withheld, provided no Event such adjustment is carried out in a competent and timely manner, and Borrower is hereby authorized to collect and receipt for the Award. In the event of Default a Condemnation where the Award is continuingin excess of $1,500,000, Borrower shall have exclusive power to Lender may collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that Condemnation with the prior consent of Borrower (unless an Event of Default is continuing, in which case, Borrower’s prior consent shall not be required, and Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collecttake such actions during the continuance of an Event of Default), receive and retain not to be unreasonably withheld (which shall be deemed consented to if Borrower fails to respond to any such Award and to make any compromise, adjustment or settlement in connection with such Condemnationrequest for consent therefor within ten (10) days of request). Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Except as provided in this Section 7.3.2, Borrower shall cause any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount and disburse such Award in accordance with the terms hereof.

Collection of Award. With respect any Subject to the rights of Senior Lender, if a Condemnation occurs where the award or payment in respect of a Condemnation thereof (an “Award”) which is equal to or less than does not exceed $250,0001,000,000, provided no Event of Default has occurred and is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to may make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000Condemnation with the prior consent of Lender, not to be unreasonably withheld, provided no Event such adjustment is carried out in a competent and timely manner, and Borrower is hereby authorized to collect and receive such Award. In the event of Default a Condemnation where the Award is continuingin excess of $1,000,000, Borrower shall have exclusive power to Lender may collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that Condemnation with the prior consent of Borrower (unless an Event of Default is continuing, in which case, Borrower’s prior consent shall not be required, and Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power on behalf of Owner to collecttake such actions during the continuance of an Event of Default), receive and retain not to be unreasonably withheld (which shall be deemed consented to if Borrower fails to respond to any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation. request for consent therefor within ten (10) days of request).. Notwithstanding any Condemnation (or any transfer made in lieu of or in anticipation of such Condemnation), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents, and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, subject to the rights of Senior Lender and whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower shall cause any Award that is payable to Borrower pursuant to Owner’s operating agreement to be paid directly to Lender, to be applied as provided in this Agreement, subject to the rights of the Senior Lender under the Senior Loan Documents. The expenses incurred by Lender shall hold such Award in the Casualty/Condemnation Subaccount adjustment and disburse such Award in accordance with collection of the terms hereofProceeds shall become part of the Debt and shall be reimbursed by Borrower to Lender upon demand.

Collection of Award. With respect any award or payment in respect Subject to the rights of a Condemnation (an “Award”) which is equal to or less than $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Senior Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that an Event of Default is continuing, Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power on behalf of Owner to collect, receive and retain any such Award award or payment (“Award”) for any taking accomplished through a Condemnation (a “Taking”) and to make any compromise, adjustment commercially reasonable compromise or settlement in connection with any such Condemnation, subject to the provisions of this Agreement. Notwithstanding the foregoing, Borrower, Senior Mezzanine Loan Borrower and Owner shall have the right, provided no Default or Event of Default has occurred and is continuing, to compromise and collect or receive any award that does not exceed $1,500,000. Notwithstanding any Condemnation Taking by any public or quasi-public authority (or including, without limitation, any transfer made in lieu of or in anticipation of such Condemnationa Taking), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Note, in this Agreement and the other Loan Documents, Documents and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Subject to the rights of Senior Lender, Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower shall cause any Award that is payable to Borrower pursuant to Senior Mezzanine Loan Borrower’s operating agreement to be paid directly to Lender. The expenses incurred by Lender shall hold such Award in the Casualty/Condemnation Subaccount adjustment and disburse such collection of the Award in accordance with shall become part of the terms hereofDebt and be secured hereby and shall be reimbursed by Borrower to Lender within ten (10) days after the date Lender makes written demand therefor.

Collection of Award. With respect any award or payment in respect Subject to the rights of a Condemnation (an “Award”) which is equal to or less than $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation. With respect any Award which is greater that $250,000, provided no Event of Default is continuing, Borrower shall have exclusive power to collect, receive and retain any such Award and to make any compromise, adjustment or settlement in connection with such Condemnation, subject to Senior Lender’s approval which shall not be unreasonably withheld, delayed or conditioned. At any time that an Event of Default is continuing, Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power on behalf of Owner to collect, receive and retain any such Award award or payment (“Award”) for any taking accomplished through a Condemnation (a “Taking”) and to make any compromise, adjustment commercially reasonable compromise or settlement in connection with any such Condemnation, subject to the provisions of this Agreement. Notwithstanding the foregoing, Borrower and Owner shall have the right, provided no Default or Event of Default has occurred and is continuing, to compromise and collect or receive any award that does not exceed $1,500,000. Notwithstanding any Condemnation Taking by any public or quasi-public authority (or including, without limitation, any transfer made in lieu of or in anticipation of such Condemnationa Taking), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Note, in this Agreement and the other Loan Documents, Documents and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting the Award and to discharge of the Debt. Subject to the rights of Senior Lender, Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided in the Note. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrower shall cause any Award that is payable to Borrower pursuant to Owner’s operating agreement to be paid directly to Lender. The expenses incurred by Lender shall hold such Award in the Casualty/Condemnation Subaccount adjustment and disburse such collection of the Award in accordance with shall become part of the terms hereofDebt and be secured hereby and shall be reimbursed by Borrower to Lender within ten (10) days after the date Lender makes written demand therefor.