Common use of Condemnation and Eminent Domain Clause in Contracts

Condemnation and Eminent Domain. Subject to the prior rights of the Mortgage Lender under the Mortgage Loan Documents, any and all awards (the "AWARDS") heretofore or hereafter made or to be made by any Governmental Authority for the taking by condemnation or eminent domain, of all or any part of the Property (including any award from the United States government at any time after the allowance of a claim thereof), or the proceeds from a transfer in lieu of such condemnation or eminent domain, are hereby assigned by Mezzanine Borrower and Property Owner to Mezzanine 40 Lender, which Awards Mezzanine Lender is hereby authorized to collect and receive from the condemnation authorities. Mezzanine Lender is hereby authorized to give appropriate receipts and acquaintances therefor and Mezzanine Borrower and Property Owner hereby irrevocably appoint Mezzanine Lender Mezzanine Borrower's and Property Owner's attorney-in-fact, coupled with an interest, to collect such Awards. Mezzanine Borrower shall give Mezzanine Lender prompt notice of the actual or threatened commencement of any condemnation of eminent domain proceeds affecting all or any part of the Property and shall deliver to Mezzanine Lender copies of any and all papers served in connection with any such proceedings. Mezzanine Borrower further agrees to make, execute and deliver to Mezzanine Lender, at any time upon request, any and all further assignments and other instruments deemed reasonably necessary by Mezzanine Lender for the purpose of validly and sufficiently assigning all Awards and other compensation heretofore and hereafter made to Mezzanine Borrower or Property Owner upon any taking, either permanent or temporary, under any such proceeding and all proceeds paid from a sale in lieu of such taking, and to facilitate Mezzanine Lender's collection and receipt of the same. If, notwithstanding the foregoing provisions, any Award or other compensation described above is nonetheless paid to Mezzanine Borrower, Mezzanine Borrower shall hold or cause Property Owner to hold such monies in trust for the benefit of Mezzanine Lender or Property Owner, and Mezzanine Borrower and Property Owner shall immediately pay the same to Mezzanine Lender. The expenses incurred by Mezzanine Lender in the collection and administration of any Award, including reasonable attorneys' fees and disbursements, shall be additional Indebtedness, and shall be reimbursed to Mezzanine Lender upon demand or, at Mezzanine Lender's option, in the event and to the extent sufficient proceeds are available, shall be deducted by Mezzanine Lender from said proceeds prior to any other application hereof. Mezzanine Borrower may not and shall not cause or suffer Property Owner to settle or compromise any claim for or right to receive any Award or its rights under any proceeding with respect thereto without the prior written consent of Mezzanine Lender. Notwithstanding any taking, Mezzanine Borrower shall continue to pay the Mezzanine Loan with interest thereon at the time and in the manner provided for in the Mezzanine Note and the other Mezzanine Loan Documents and the Indebtedness shall not be reduced by reason of such taking (or transfer in lieu thereof) unless and until any Award shall have been actually received and applied by Mezzanine Lender to such Indebtedness and then only to such extent. Mezzanine Lender shall not be limited to any interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rates set forth herein and in the Mezzanine Note. Notwithstanding anything stated herein to the contrary, in the event the Property is being restored by the Property Owner pursuant to the Mortgage Loan Documents, Mezzanine Lender shall agree to the release of the Award for restoration of the Property pursuant to the terms and conditions of the Mortgage Loan Documents, subject to Mezzanine Lender's rights to right to receive and approve all deliverables that are required to be provided to the Mortgage Lender under the terms of the Mortgage Loan Documents.

Condemnation and Eminent Domain. Subject If the land and premises leased herein, or any portion thereof, shall be taken under eminent domain or condemnation proceedings, or if suit or other action shall be instituted for the taking or condemnation thereof, then this lease, at the option of the Tenant or Landlord, shall terminate, and the term hereof shall end as of such date as the Tenant or Landlord shall fix by notice in writing; and the Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the prior result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings other than any portion of an award attributable to Tenant’s fixtures or personal property; and all rights of the Mortgage Lender under the Mortgage Loan DocumentsTenant to damages, any and all awards (the "AWARDS") heretofore or hereafter made or to be made by any Governmental Authority for the taking by condemnation or eminent domain, of all or any part of the Property (including any award from the United States government at any time after the allowance of a claim thereof), or the proceeds from a transfer in lieu of such condemnation or eminent domainif any, are hereby assigned by Mezzanine Borrower and Property Owner to Mezzanine 40 Lender, which Awards Mezzanine Lender is hereby authorized to collect and receive from the condemnation authoritiesLandlord. Mezzanine Lender is hereby authorized to give appropriate receipts and acquaintances therefor and Mezzanine Borrower and Property Owner hereby irrevocably appoint Mezzanine Lender Mezzanine Borrower's and Property Owner's attorney-in-fact, coupled with an interest, to collect such Awards. Mezzanine Borrower shall give Mezzanine Lender prompt notice of the actual or threatened commencement of any condemnation of eminent domain proceeds affecting all or any part of the Property and shall deliver to Mezzanine Lender copies of any and all papers served in connection with any such proceedings. Mezzanine Borrower further The Tenant agrees to make, execute and deliver to Mezzanine Lenderany instruments, at any time upon request, any and all further assignments and other instruments deemed reasonably necessary by Mezzanine Lender for the purpose of validly and sufficiently assigning all Awards and other compensation heretofore and hereafter made to Mezzanine Borrower or Property Owner upon any taking, either permanent or temporary, under any such proceeding and all proceeds paid from a sale in lieu of such taking, and to facilitate Mezzanine Lender's collection and receipt expense of the same. IfLandlord, notwithstanding the foregoing provisions, as may be deemed necessary or required to expedite any Award condemnation proceedings or to effectuate a proper transfer of title to such governmental or other compensation described above is nonetheless paid public authority, agency, body or public utility seeking to Mezzanine Borrower, Mezzanine Borrower shall hold take or cause Property Owner to hold such monies in trust for acquire the benefit of Mezzanine Lender said lands and premises or Property Owner, and Mezzanine Borrower and Property Owner shall immediately pay the same to Mezzanine Lenderany portion thereof. The expenses incurred Tenant covenants and agrees to vacate the said premises, remove all the Tenant’s personal property therefrom and deliver up peaceable possession thereof to the Landlord or to such other party designated by Mezzanine Lender the Landlord in the collection aforementioned notice. Failure by the Tenant to comply with any provisions in this clause shall subject the Tenant to such costs, expenses, damages and administration of any Award, including reasonable attorneys' fees and disbursements, shall be additional Indebtedness, and shall be reimbursed to Mezzanine Lender upon demand or, at Mezzanine Lender's option, in losses as the event and to the extent sufficient proceeds are available, shall be deducted by Mezzanine Lender from said proceeds prior to any other application hereof. Mezzanine Borrower Landlord may not and shall not cause or suffer Property Owner to settle or compromise any claim for or right to receive any Award or its rights under any proceeding with respect thereto without the prior written consent of Mezzanine Lender. Notwithstanding any taking, Mezzanine Borrower shall continue to pay the Mezzanine Loan with interest thereon at the time and in the manner provided for in the Mezzanine Note and the other Mezzanine Loan Documents and the Indebtedness shall not be reduced incur by reason of such taking (or transfer in lieu thereof) unless and until any Award shall have been actually received and applied by Mezzanine Lender to such Indebtedness and then only to such extent. Mezzanine Lender shall not be limited to any interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rates set forth herein and in the Mezzanine Note. Notwithstanding anything stated herein to the contrary, in the event the Property is being restored by the Property Owner pursuant to the Mortgage Loan Documents, Mezzanine Lender shall agree to the release of the Award for restoration of the Property pursuant to the terms and conditions of the Mortgage Loan Documents, subject to Mezzanine Lender's rights to right to receive and approve all deliverables that are required to be provided to the Mortgage Lender under the terms of the Mortgage Loan DocumentsTenant’s breach hereof.

Condemnation and Eminent Domain. Subject to the prior rights Mortgagor shall give Mortgagee prompt notice of the Mortgage Lender under the Mortgage Loan Documentsall proceedings, any and all awards (the "AWARDS") heretofore instituted or hereafter made threatened, seeking condemnation or to be made by any Governmental Authority for the a taking by condemnation eminent domain or eminent domainlike process (herein collectively called “Taking”), of all or any part of the Property or affecting any related easement or appurtenance (including any award from the United States government at any time after the allowance severance of, consequential damage to, or change in grade of a claim thereofstreets), or the proceeds from a transfer in lieu of such condemnation or eminent domain, are hereby assigned by Mezzanine Borrower and Property Owner to Mezzanine 40 Lender, which Awards Mezzanine Lender is hereby authorized to collect and receive from the condemnation authorities. Mezzanine Lender is hereby authorized to give appropriate receipts and acquaintances therefor and Mezzanine Borrower and Property Owner hereby irrevocably appoint Mezzanine Lender Mezzanine Borrower's and Property Owner's attorney-in-fact, coupled with an interest, to collect such Awards. Mezzanine Borrower shall give Mezzanine Lender prompt notice of the actual or threatened commencement of any condemnation of eminent domain proceeds affecting all or any part of the Property and shall deliver to Mezzanine Lender Mortgagee copies of any and all papers served in connection with any such proceedingsproceeding. Mezzanine Borrower further agrees Mortgagee (or, after entry of decree of foreclosure, the purchaser at the foreclosure sale or decree creditor, as the case may be) is hereby authorized at its option to makeparticipate in such proceeding and control the same and to be represented therein by counsel of its own choice, execute and deliver Mortgagor will deliver, or cause to Mezzanine Lenderbe delivered to Mortgagee such instruments as may be requested by it from time to time to permit such participation or control. Mortgagor must obtain Mortgagee’s consent, at which consent shall not be unreasonably withheld, to settle any time upon requestsuch proceeding. Mortgagor hereby assigns, transfers and sets over unto Mortgagee the entire proceeds of any and all further assignments Awards resulting from any Taking. Mortgagee is hereby authorized to collect and other instruments deemed reasonably necessary by Mezzanine Lender for receive from the purpose of validly and sufficiently assigning condemnation authorities all Awards and other compensation heretofore is further authorized to give appropriate receipts and hereafter made to Mezzanine Borrower or Property Owner upon any taking, either permanent or temporary, under any such proceeding and all proceeds paid from a sale in lieu of such taking, and to facilitate Mezzanine Lender's collection and receipt of the sameacquittances. If, notwithstanding the foregoing provisions, any Such Award or other compensation described above is nonetheless paid to Mezzanine Borrowerpayment, Mezzanine Borrower shall hold or cause Property Owner to hold such monies in trust for less the benefit amount of Mezzanine Lender or Property Owner, and Mezzanine Borrower and Property Owner shall immediately pay the same to Mezzanine Lender. The any expenses incurred by Mezzanine Lender in the collection and administration litigating, arbitrating, compromising, or settling any claim arising out of any Award, including reasonable attorneys' fees and disbursementsa Taking, shall be additional Indebtedness, and shall be reimbursed to Mezzanine Lender upon demand or, at Mezzanine Lender's option, applied in the event and to same manner as if they were proceeds from a casualty loss covered by insurance in accordance with Section 10.06 of the extent sufficient proceeds are available, shall be deducted by Mezzanine Lender from said proceeds prior to any other application hereof. Mezzanine Borrower may not and shall not cause or suffer Property Owner to settle or compromise any claim for or right to receive any Award or its rights under any proceeding with respect thereto without the prior written consent of Mezzanine Lender. Notwithstanding any taking, Mezzanine Borrower shall continue to pay the Mezzanine Loan with interest thereon at the time Indenture and in the manner provided for in the Mezzanine Note and the other Mezzanine Loan Documents and the Indebtedness shall not be reduced by reason of such taking (or transfer in lieu thereof) unless and until any Award shall have been actually received and applied by Mezzanine Lender to such Indebtedness and then only to such extent. Mezzanine Lender shall not be limited to any interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rates set forth herein and in the Mezzanine Note. Notwithstanding anything stated herein to the contrary, in the event the Property is being restored by the Property Owner pursuant to the Mortgage Loan Documents, Mezzanine Lender shall agree to the release of the Award for restoration of the Property pursuant to the terms and conditions of the Mortgage Loan Documents, subject to Mezzanine Lender's rights to right to receive and approve all deliverables that are required to be provided to the Mortgage Lender under the terms of the Mortgage Loan Documentsaccordance with Section 3.5 hereafter.

Condemnation and Eminent Domain. Subject to If the prior rights land and Property of which the Mortgage Lender Demised Premises are a part, or any portion thereof, shall be taken under the Mortgage Loan Documentseminent domain or condemnation proceedings, any and all awards (the "AWARDS") heretofore or hereafter made if suit or to other action shall be made by any Governmental Authority instituted for the taking by or condemnation or eminent domain, of all or any part of the Property (including any award from the United States government at any time after the allowance of a claim thereof), or the proceeds from a transfer in lieu of any formal condemnation proceedings or actions, Landlord shall grant an option to purchase and or shall sell and convey the Property or any portion thereof, to the governmental or other public authority, agency body or public utility seeking to take the Property or any portion thereof, then this Lease, at the option of Landlord, shall terminate, and the Term hereof shall end as of such date as Landlord shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth above; and Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or eminent domainpaid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damages, if any, are hereby assigned by Mezzanine Borrower and Property Owner to Mezzanine 40 Lender, which Awards Mezzanine Lender is hereby authorized to collect and receive from the condemnation authoritiesLandlord. Mezzanine Lender is hereby authorized to give appropriate receipts and acquaintances therefor and Mezzanine Borrower and Property Owner hereby irrevocably appoint Mezzanine Lender Mezzanine Borrower's and Property Owner's attorney-in-fact, coupled with an interest, to collect such Awards. Mezzanine Borrower shall give Mezzanine Lender prompt notice of the actual or threatened commencement of any condemnation of eminent domain proceeds affecting all or any part of the Property and shall deliver to Mezzanine Lender copies of any and all papers served in connection with any such proceedings. Mezzanine Borrower further Tenant agrees to make, execute and deliver to Mezzanine Lenderany instruments promptly upon demand, at the expense of Landlord, as may be deemed necessary or required to expedite any time upon request, any and all further assignments and other instruments deemed reasonably necessary by Mezzanine Lender for the purpose condemnation proceedings or to effectuate a proper transfer of validly and sufficiently assigning all Awards and other compensation heretofore and hereafter made title to Mezzanine Borrower or Property Owner upon any taking, either permanent or temporary, under any such proceeding and all proceeds paid from a sale in lieu of such taking, and to facilitate Mezzanine Lender's collection and receipt of the same. If, notwithstanding the foregoing provisions, any Award governmental or other compensation described above is nonetheless paid public authority, agency, body or public utility seeking to Mezzanine Borrowertake or acquire the Property or any portion thereof. Tenant covenants and agrees at its sole cost and expense to vacate the Demised Premises, Mezzanine Borrower shall hold remove all Tenant’s personal prop­erty therefrom and deliver up peaceable possession thereof to Landlord or cause Property Owner to hold such monies in trust for the benefit of Mezzanine Lender or Property Owner, and Mezzanine Borrower and Property Owner shall immediately pay the same to Mezzanine Lender. The expenses incurred other party designated by Mezzanine Lender Landlord in the collection aforementioned notice. Failure by Tenant to comply with any provisions in this clause shall subject Tenant to such costs, expenses, damages and administration of any Award, including reasonable attorneys' fees and disbursements, shall be additional Indebtedness, and shall be reimbursed to Mezzanine Lender upon demand or, at Mezzanine Lender's option, in the event and to the extent sufficient proceeds are available, shall be deducted by Mezzanine Lender from said proceeds prior to any other application hereof. Mezzanine Borrower losses as Landlord may not and shall not cause or suffer Property Owner to settle or compromise any claim for or right to receive any Award or its rights under any proceeding with respect thereto without the prior written consent of Mezzanine Lender. Notwithstanding any taking, Mezzanine Borrower shall continue to pay the Mezzanine Loan with interest thereon at the time and in the manner provided for in the Mezzanine Note and the other Mezzanine Loan Documents and the Indebtedness shall not be reduced incur by reason of such taking (or transfer in lieu thereof) unless and until any Award shall have been actually received and applied by Mezzanine Lender to such Indebtedness and then only to such extent. Mezzanine Lender shall not be limited to any interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rates set forth herein and in the Mezzanine Note. Notwithstanding anything stated herein to the contraryTenant’s breach hereof including, in the event the Property is being restored by the Property Owner pursuant to the Mortgage Loan Documentswithout limitation, Mezzanine Lender shall agree to the release of the Award for restoration of the Property pursuant to the terms and conditions of the Mortgage Loan Documents, subject to Mezzanine Lender's rights to right to receive and approve all deliverables that are required to be provided to the Mortgage Lender under the terms of the Mortgage Loan Documentsattorneys’ fees.

Condemnation and Eminent Domain. Subject to If the prior rights land and Property of which the Mortgage Lender Demised Premises are a part, or any portion thereof, shall be taken under the Mortgage Loan Documentseminent domain or condemnation proceedings, any and all awards (the "AWARDS") heretofore or hereafter made if suit or to other action shall be made by any Governmental Authority instituted for the taking by or condemnation or eminent domain, of all or any part of the Property (including any award from the United States government at any time after the allowance of a claim thereof), or the proceeds from a transfer in lieu of any formal condemnation proceedings or actions, Landlord shall grant an option to purchase and or shall sell and convey the Property or any portion thereof, to the governmental or other public authority, agency body or public utility seeking to take the Property or any portion thereof, then this Lease, at the option of Landlord, shall terminate, and the Term hereof shall end as of such date as Landlord shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth above; and Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or eminent domainpaid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damages, if any, are hereby assigned by Mezzanine Borrower and Property Owner to Mezzanine 40 Lender, which Awards Mezzanine Lender is hereby authorized to collect and receive from the condemnation authoritiesLandlord. Mezzanine Lender is hereby authorized to give appropriate receipts and acquaintances therefor and Mezzanine Borrower and Property Owner hereby irrevocably appoint Mezzanine Lender Mezzanine Borrower's and Property Owner's attorney-in-fact, coupled with an interest, to collect such Awards. Mezzanine Borrower shall give Mezzanine Lender prompt notice of the actual or threatened commencement of any condemnation of eminent domain proceeds affecting all or any part of the Property and shall deliver to Mezzanine Lender copies of any and all papers served in connection with any such proceedings. Mezzanine Borrower further Tenant agrees to make, execute and deliver to Mezzanine Lenderany instruments promptly upon demand, at the expense of Landlord, as may be deemed necessary or required to expedite any time upon request, any and all further assignments and other instruments deemed reasonably necessary by Mezzanine Lender for the purpose condemnation proceedings or to effectuate a proper transfer of validly and sufficiently assigning all Awards and other compensation heretofore and hereafter made title to Mezzanine Borrower or Property Owner upon any taking, either permanent or temporary, under any such proceeding and all proceeds paid from a sale in lieu of such taking, and to facilitate Mezzanine Lender's collection and receipt of the same. If, notwithstanding the foregoing provisions, any Award governmental or other compensation described above is nonetheless paid public authority, agency, body or public utility seeking to Mezzanine Borrowertake or acquire the Property or any portion thereof. Tenant covenants and agrees at its sole cost and expense to vacate the Demised Premises, Mezzanine Borrower shall hold remove all Tenant’s personal prop-erty therefrom and deliver up peaceable possession thereof to Landlord or cause Property Owner to hold such monies in trust for the benefit of Mezzanine Lender or Property Owner, and Mezzanine Borrower and Property Owner shall immediately pay the same to Mezzanine Lender. The expenses incurred other party designated by Mezzanine Lender Landlord in the collection aforementioned notice. Failure by Tenant to comply with any provisions in this clause shall subject Tenant to such costs, expenses, damages and administration of any Award, including reasonable attorneys' fees and disbursements, shall be additional Indebtedness, and shall be reimbursed to Mezzanine Lender upon demand or, at Mezzanine Lender's option, in the event and to the extent sufficient proceeds are available, shall be deducted by Mezzanine Lender from said proceeds prior to any other application hereof. Mezzanine Borrower losses as Landlord may not and shall not cause or suffer Property Owner to settle or compromise any claim for or right to receive any Award or its rights under any proceeding with respect thereto without the prior written consent of Mezzanine Lender. Notwithstanding any taking, Mezzanine Borrower shall continue to pay the Mezzanine Loan with interest thereon at the time and in the manner provided for in the Mezzanine Note and the other Mezzanine Loan Documents and the Indebtedness shall not be reduced incur by reason of such taking (or transfer in lieu thereof) unless and until any Award shall have been actually received and applied by Mezzanine Lender to such Indebtedness and then only to such extent. Mezzanine Lender shall not be limited to any interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rates set forth herein and in the Mezzanine Note. Notwithstanding anything stated herein to the contraryTenant’s breach hereof including, in the event the Property is being restored by the Property Owner pursuant to the Mortgage Loan Documentswithout limitation, Mezzanine Lender shall agree to the release of the Award for restoration of the Property pursuant to the terms and conditions of the Mortgage Loan Documents, subject to Mezzanine Lender's rights to right to receive and approve all deliverables that are required to be provided to the Mortgage Lender under the terms of the Mortgage Loan Documentsattorneys’ fees.

Condemnation and Eminent Domain. Subject to If the prior rights land and Property of which the Mortgage Lender Demised Premises are a part, or any portion thereof, shall be taken under the Mortgage Loan Documentseminent domain or condemnation proceedings, any and all awards (the "AWARDS") heretofore or hereafter made if suit or to other action shall be made by any Governmental Authority instituted for the taking by or condemnation or eminent domain, of all or any part of the Property (including any award from the United States government at any time after the allowance of a claim thereof), or the proceeds from a transfer in lieu of any formal condemnation proceedings or actions, Landlord shall grant an option to purchase and or shall sell and convey the Property or any portion thereof, to the governmental or other public authority, agency body or public utility seeking to take the Property or any portion thereof, then this Lease, at the option of Landlord, shall terminate, and the Term hereof shall end as of such date as Landlord shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth above; and Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or eminent domainpaid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damages, if any, are hereby assigned by Mezzanine Borrower and Property Owner to Mezzanine 40 Lender, which Awards Mezzanine Lender is hereby authorized to collect and receive from the condemnation authoritiesLandlord. Mezzanine Lender is hereby authorized to give appropriate receipts and acquaintances therefor and Mezzanine Borrower and Property Owner hereby irrevocably appoint Mezzanine Lender Mezzanine Borrower's and Property Owner's attorney-in-fact, coupled with an interest, to collect such Awards. Mezzanine Borrower shall give Mezzanine Lender prompt notice of the actual or threatened commencement of any condemnation of eminent domain proceeds affecting all or any part of the Property and shall deliver to Mezzanine Lender copies of any and all papers served in connection with any such proceedings. Mezzanine Borrower further Tenant agrees to make, execute and deliver to Mezzanine Lenderany instruments promptly upon demand, at the expense of Landlord, as may be deemed necessary or required to expedite any time upon request, any and all further assignments and other instruments deemed reasonably necessary by Mezzanine Lender for the purpose condemnation proceedings or to effectuate a proper transfer of validly and sufficiently assigning all Awards and other compensation heretofore and hereafter made title to Mezzanine Borrower or Property Owner upon any taking, either permanent or temporary, under any such proceeding and all proceeds paid from a sale in lieu of such taking, and to facilitate Mezzanine Lender's collection and receipt of the same. If, notwithstanding the foregoing provisions, any Award governmental or other compensation described above is nonetheless paid public authority, agency, body or public utility seeking to Mezzanine Borrowertake or acquire the Property or any portion thereof. Tenant covenants and agrees at its sole cost and expense to vacate the Demised Premises, Mezzanine Borrower shall hold remove all Tenant’s personal property therefrom and deliver up peaceable possession thereof to Landlord or cause Property Owner to hold such monies in trust for the benefit of Mezzanine Lender or Property Owner, and Mezzanine Borrower and Property Owner shall immediately pay the same to Mezzanine Lender. The expenses incurred other party designated by Mezzanine Lender Landlord in the collection aforementioned notice. Failure by Tenant to comply with any provisions in this clause shall subject Tenant to such costs, expenses, damages and administration of any Award, including reasonable attorneys' fees and disbursements, shall be additional Indebtedness, and shall be reimbursed to Mezzanine Lender upon demand or, at Mezzanine Lender's option, in the event and to the extent sufficient proceeds are available, shall be deducted by Mezzanine Lender from said proceeds prior to any other application hereof. Mezzanine Borrower losses as Landlord may not and shall not cause or suffer Property Owner to settle or compromise any claim for or right to receive any Award or its rights under any proceeding with respect thereto without the prior written consent of Mezzanine Lender. Notwithstanding any taking, Mezzanine Borrower shall continue to pay the Mezzanine Loan with interest thereon at the time and in the manner provided for in the Mezzanine Note and the other Mezzanine Loan Documents and the Indebtedness shall not be reduced incur by reason of such taking (or transfer in lieu thereof) unless and until any Award shall have been actually received and applied by Mezzanine Lender to such Indebtedness and then only to such extent. Mezzanine Lender shall not be limited to any interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rates set forth herein and in the Mezzanine Note. Notwithstanding anything stated herein to the contraryTenant’s breach hereof including, in the event the Property is being restored by the Property Owner pursuant to the Mortgage Loan Documentswithout limitation, Mezzanine Lender shall agree to the release of the Award for restoration of the Property pursuant to the terms and conditions of the Mortgage Loan Documents, subject to Mezzanine Lender's rights to right to receive and approve all deliverables that are required to be provided to the Mortgage Lender under the terms of the Mortgage Loan Documentsreasonable attorneys’ fees.

Condemnation and Eminent Domain. Subject to the prior rights of the Mortgage Lender under the Mortgage Loan Documents, any Any and all awards (the "AWARDS") heretofore or hereafter made or to be made to the present or any subsequent owner of the Mortgaged Property by any Governmental Authority governmental or other lawful authority for the taking taking, by condemnation or eminent domain, of all or any part of the Mortgaged Property (including any award from the United States government at any time after the allowance of a claim therefor, the ascertainment of the amount thereto, and the issuance of a warrant for payment thereof), or the proceeds from a transfer in lieu of such condemnation or eminent domain, are hereby assigned by Mezzanine Borrower and Property Owner to Mezzanine 40 Lender, which Awards Mezzanine awards Lender is hereby authorized to negotiate, collect and receive from the condemnation authorities. Mezzanine Lender is hereby authorized to give appropriate receipts and acquaintances therefor acquittances therefor. Anything to the contrary notwithstanding, interest on any and Mezzanine Borrower all amounts due under the Note and Property Owner secured hereby irrevocably appoint Mezzanine Lender Mezzanine Borrower's and Property Owner's attorney-in-fact, coupled with an interest, shall continue to collect such Awardsaccrue until the Note is paid in full. Mezzanine Borrower shall give Mezzanine Lender prompt immediate notice of the actual or threatened commencement of any condemnation of or eminent domain proceeds proceedings of which it has knowledge affecting all or any part of the Mortgaged Property (including severance of, consequential damage to or change in grade of streets), and shall immediately deliver to Mezzanine Lender copies of any and all papers served in connection with any such proceedings. Mezzanine Borrower further agrees to make, execute and deliver to Mezzanine Lender, at free and clear of any time upon requestencumbrance of any kind whatsoever, any and all further assignments and other instruments deemed reasonably necessary by Mezzanine Lender for the purpose of validly and sufficiently assigning all Awards awards and other compensation heretofore heretofore, now and hereafter made to Mezzanine Borrower or Property Owner upon for any taking, either permanent or temporary, under any such proceeding proceeding. Subject to the rights of Qualified Sublessees (as such term is defined in the Ground Lease) and all proceeds subleasehold financings which have been approved by the Lender, any such award for any taking of that portion of the Mortgaged Property comprising the building constructed and occupied by Ground Lessee and/or the land used by Ground Lessee in connection therewith, shall, if required by the Lender, be paid from a sale in lieu to the Lender to be applied to prepay the indebtedness secured hereby, provided, however, if any such taking is for less than twenty-five (25%) percent of such taking, land and/or building and Ground Lessee shall demonstrate to facilitate Mezzanine Lender's collection and receipt the reasonable satisfaction of the sameLender that the Ground Lessee's use of the remaining land and building for Ground Lessee's intended use remains financially viable, then any such award shall be paid to Ground Lessee for Restoration in accordance with the provisions of and in the same manner as is provided for insurance proceeds in Paragraph 3.05(d) hereof. If, notwithstanding Notwithstanding the foregoing provisionsforegoing, any Award or other compensation described above is nonetheless paid to Mezzanine Borrowerexpenses, Mezzanine Borrower shall hold or cause Property Owner to hold such monies in trust for the benefit of Mezzanine Lender or Property Ownerincluding, and Mezzanine Borrower and Property Owner shall immediately pay the same to Mezzanine Lender. The expenses incurred by Mezzanine Lender in the collection and administration of any Awardwithout limitation, including reasonable attorneys' fees and disbursementsexpenses, shall be additional Indebtednessincurred by Lender in intervening in such action or compromising and settling such action or claim, and or collecting any such awards, shall be reimbursed to Mezzanine Lender upon demand or, at Mezzanine Lender's option, in the event and to the extent sufficient proceeds are available, shall be deducted by Mezzanine Lender from said proceeds prior to any other application hereof. Mezzanine Borrower may not and shall not cause or suffer Property Owner to settle or compromise any claim for or right to receive any Award or its rights under any proceeding with respect thereto without the prior written consent of Mezzanine Lender. Notwithstanding any taking, Mezzanine Borrower shall continue to pay the Mezzanine Loan with interest thereon at the time and in the manner provided for in the Mezzanine Note and the other Mezzanine Loan Documents and the Indebtedness shall not be reduced by reason of such taking (or transfer in lieu thereof) unless and until any Award shall have been actually received and applied by Mezzanine Lender to such Indebtedness and then only to such extent. Mezzanine Lender shall not be limited to any interest paid on the Award by the condemning authority but shall be entitled to receive first out of the Award interest at the rates set forth herein and in the Mezzanine Note. Notwithstanding anything stated herein to the contrary, in the event the Property is being restored by the Property Owner pursuant to the Mortgage Loan Documents, Mezzanine Lender shall agree to the release of the Award for restoration of the Property pursuant to the terms and conditions of the Mortgage Loan Documents, subject to Mezzanine Lender's rights to right to receive and approve all deliverables that are required to be provided to the Mortgage Lender under the terms of the Mortgage Loan Documentsany such award.

Condemnation and Eminent Domain. Subject to If the prior rights land and premises leased herein, or a major portion thereof, of which the Mortgage Lender leased premises are a part, shall be taken under the Mortgage Loan Documentseminent domain or condemnation proceedings, any and all awards (the "AWARDS") heretofore or hereafter made if suit or to other action shall be made by any Governmental Authority instituted for the taking by or condemnation or eminent domain, of all or any part of the Property (including any award from the United States government at any time after the allowance of a claim thereof), or the proceeds from a transfer in lieu of any formal condemnation proceedings or actions, Landlord shall grant option to purchase and or shall sell and convey the said premises or any portion thereof, to the governmental or other public authority, agency, body or public utility, seeking to take said land and premises or any portion thereof, then this lease, at the option of the Landlord, shall terminate, and the term hereof shall end as of such date and Landlord shall fix by notice in writing; and Tenant shall have no claim or right or claim to be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or eminent domainpaid as the purchase price of such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenants to damages, if any, are hereby assigned by Mezzanine Borrower and Property Owner to Mezzanine 40 Lender, which Awards Mezzanine Lender is hereby authorized to collect and receive from the condemnation authoritiesLandlord. Mezzanine Lender is hereby authorized to give appropriate receipts and acquaintances therefor and Mezzanine Borrower and Property Owner hereby irrevocably appoint Mezzanine Lender Mezzanine Borrower's and Property Owner's attorney-in-fact, coupled with an interest, to collect such Awards. Mezzanine Borrower shall give Mezzanine Lender prompt notice of the actual or threatened commencement of any condemnation of eminent domain proceeds affecting all or any part of the Property and shall deliver to Mezzanine Lender copies of any and all papers served in connection with any such proceedings. Mezzanine Borrower further Tenant agrees to make, execute and deliver to Mezzanine Lenderany instruments, at any time upon request, any and all further assignments and other instruments deemed reasonably necessary by Mezzanine Lender for the purpose of validly and sufficiently assigning all Awards and other compensation heretofore and hereafter made to Mezzanine Borrower or Property Owner upon any taking, either permanent or temporary, under any such proceeding and all proceeds paid from a sale in lieu of such taking, and to facilitate Mezzanine Lender's collection and receipt expense of the same. IfLandlord, notwithstanding the foregoing provisions, as may be deemed necessary or required to expedite any Award condemnation proceedings or to effectuate a proper transfer of title to such governmental or other compensation described above is nonetheless paid public authority, agency, body or public utility seeking to Mezzanine Borrowertake or acquire the said lands and premises or any portion thereof. Tenant covenants and agrees to vacate the said premises, Mezzanine Borrower shall hold remove all tenant's personal property therefrom and deliver up peaceable possession thereof to Landlord or cause Property Owner to hold such monies in trust for the benefit of Mezzanine Lender or Property Owner, and Mezzanine Borrower and Property Owner shall immediately pay the same to Mezzanine Lender. The expenses incurred other party designated by Mezzanine Lender Landlord in the collection aforementioned notice. Failure by Tenant to comply with any provisions in this clause shall subject Tenant to such costs, expenses, damages and administration of any Award, including reasonable attorneys' fees and disbursements, shall be additional Indebtedness, and shall be reimbursed to Mezzanine Lender upon demand or, at Mezzanine Lender's option, in the event and to the extent sufficient proceeds are available, shall be deducted by Mezzanine Lender from said proceeds prior to any other application hereof. Mezzanine Borrower losses as Landlord may not and shall not cause or suffer Property Owner to settle or compromise any claim for or right to receive any Award or its rights under any proceeding with respect thereto without the prior written consent of Mezzanine Lender. Notwithstanding any taking, Mezzanine Borrower shall continue to pay the Mezzanine Loan with interest thereon at the time and in the manner provided for in the Mezzanine Note and the other Mezzanine Loan Documents and the Indebtedness shall not be reduced incur by reason of such taking (or transfer in lieu Tenant's breach thereof) unless and until any Award shall have been actually received and applied by Mezzanine Lender to such Indebtedness and then only to such extent. Mezzanine Lender shall not be limited to any interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rates set forth herein and in the Mezzanine Note. Notwithstanding anything stated herein to the contrary, in the event the Property is being restored by the Property Owner pursuant to the Mortgage Loan Documents, Mezzanine Lender shall agree to the release of the Award for restoration of the Property pursuant to the terms and conditions of the Mortgage Loan Documents, subject to Mezzanine Lender's rights to right to receive and approve all deliverables that are required to be provided to the Mortgage Lender under the terms of the Mortgage Loan Documents.

Condemnation and Eminent Domain. Subject 12TH: If the land and premises leased herein, or of which the leased premises are a part, or any portion thereof, shall be taken under eminent domain or condemnation proceedings or if suit or other action shall be instituted for the taking or condemnation thereof, or if in lieu of any formal condemnation proceeding or actions, the Landlord shall grant an option to purchase and or shall sell and convey the said premises or any portion thereof, to the prior governmental or other public authority, agency, body or public utility seeking to take said land and premises or any portion thereof, then this Lease, at the option of the Landlord, shall terminate and the term hereof shall end as of such date as the Landlord shall fix by notice in writing; and the Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of the Mortgage Lender under the Mortgage Loan DocumentsTenant to damages, if any and all awards (the "AWARDS") heretofore or hereafter made or to be made by any Governmental Authority for the taking by condemnation or eminent domain, of all or any part of the Property (including any award from the United States government at any time after the allowance of a claim thereof), or the proceeds from a transfer in lieu of such condemnation or eminent domain, are hereby assigned by Mezzanine Borrower to the Landlord. The Tenant agrees to execute and Property Owner deliver any instruments as may be deemed necessary or required to Mezzanine 40 Lenderexpedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, which Awards Mezzanine Lender is hereby agency, body or public utility seeking to take or acquire the said lands and premises or any portion thereof. If Tenant shall fail to execute such instruments as may be required to Landlord, or to undertake such steps as may be requested as herein stated, within ten (10) days of written notice from Landlord, Landlord shall be deemed the duly authorized to collect irrevocable agent and receive from the condemnation authorities. Mezzanine Lender is hereby authorized to give appropriate receipts and acquaintances therefor and Mezzanine Borrower and Property Owner hereby irrevocably appoint Mezzanine Lender Mezzanine Borrower's and Property Owner's attorney-in-factfact of Tenant to execute such instruments and undertake such steps in as herein stated in and on behalf of Tenant. It is agreed and understood, coupled with an interesthowever, that Landlord does not reserve to collect such Awards. Mezzanine Borrower shall give Mezzanine Lender prompt notice of itself, and the actual or threatened commencement of Tenant does not assign to Landlord, any condemnation of eminent domain proceeds affecting all or any damages payable for trade fixtures installed by Tenant at its own cost and expense and which are not part of the Property and shall deliver to Mezzanine Lender copies of any and all papers served in connection with any such proceedings. Mezzanine Borrower further agrees to make, execute and deliver to Mezzanine Lender, at any time upon request, any and all further assignments and other instruments deemed reasonably necessary by Mezzanine Lender for the purpose of validly and sufficiently assigning all Awards and other compensation heretofore and hereafter made to Mezzanine Borrower or Property Owner upon any taking, either permanent or temporary, under any such proceeding and all proceeds paid from a sale in lieu of such taking, and to facilitate Mezzanine Lender's collection and receipt of the same. If, notwithstanding the foregoing provisions, any Award or other compensation described above is nonetheless paid to Mezzanine Borrower, Mezzanine Borrower shall hold or cause Property Owner to hold such monies in trust for the benefit of Mezzanine Lender or Property Owner, and Mezzanine Borrower and Property Owner shall immediately pay the same to Mezzanine Lender. The expenses incurred by Mezzanine Lender in the collection and administration of any Award, including reasonable attorneys' fees and disbursements, shall be additional Indebtedness, and shall be reimbursed to Mezzanine Lender upon demand or, at Mezzanine Lender's option, in the event and to the extent sufficient proceeds are available, shall be deducted by Mezzanine Lender from said proceeds prior to any other application hereof. Mezzanine Borrower may not and shall not cause or suffer Property Owner to settle or compromise any claim for or right to receive any Award or its rights under any proceeding with respect thereto without the prior written consent of Mezzanine Lender. Notwithstanding any taking, Mezzanine Borrower shall continue to pay the Mezzanine Loan with interest thereon at the time and in the manner provided for in the Mezzanine Note and the other Mezzanine Loan Documents and the Indebtedness shall not be reduced by reason of such taking (or transfer in lieu thereof) unless and until any Award shall have been actually received and applied by Mezzanine Lender to such Indebtedness and then only to such extent. Mezzanine Lender shall not be limited to any interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rates set forth herein and in the Mezzanine Noterealty. Notwithstanding anything stated herein to the contrary, in Landlord shall allocate to Tenant out of Landlord's condemnation award an amount reasonably related to Tenant's fair share of leasehold improvements installed by Tenant to prepare same for its use and occupancy. If the event parties cannot agree on the Property is being restored amount to be allocated to Tenant, this issue shall be submitted by the Property Owner pursuant parties to the Mortgage Loan Documents, Mezzanine Lender arbitration for resolution. Nothing herein contained shall agree prevent Tenant from pursuing any separate relocation assistance award to the release of the Award for restoration of the Property pursuant to the terms and conditions of the Mortgage Loan Documents, subject to Mezzanine Lender's rights to right to receive and approve all deliverables that are required to be provided to the Mortgage Lender which Tenant is entitled under the terms of the Mortgage Loan Documentsapplicable law.

Condemnation and Eminent Domain. Subject to the prior rights of the Mortgage Lender under the Mortgage Loan Documents, any (a) Any and all awards up to the amount of the Obligations (the "AWARDSAwards") heretofore or hereafter made or to be made by any Governmental Authority governmental or other lawful authority for the taking by condemnation or eminent domain, of all or any part of the Property Premises (including any award from the United States government at any time after the allowance of a claim therefor, the ascertainment of the amount thereof, and the issuance of a warrant for payment thereof), or the proceeds from a transfer in lieu of such condemnation or eminent domain, domain are hereby assigned by Mezzanine Borrower and Property Owner Mortgagor to Mezzanine 40 LenderMortgagee, which Awards Mezzanine Lender Mortgagee is hereby authorized to collect and receive from the condemnation authorities. Mezzanine Lender , and Mortgagee is hereby authorized to give appropriate receipts and acquaintances therefor acquittances therefor, and Mezzanine Borrower and Property Owner Mortgagee is hereby irrevocably appoint Mezzanine Lender Mezzanine Borrower's and Property Ownerappointed as Mortgagor's attorney-in-fact, coupled with an interest, to collect such Awards. Mezzanine Borrower Mortgagor shall give Mezzanine Lender Mortgagee prompt notice of the actual or threatened commencement of any condemnation of or eminent domain proceeds proceedings affecting all or any part of the Property Premises and shall deliver to Mezzanine Lender Mortgagee copies of any and all papers served in connection with any such proceedings. Mezzanine Borrower Mortgagor further agrees to make, execute execute, and deliver to Mezzanine LenderMortgagee, at any time upon request, any and all further assignments and other instruments deemed reasonably necessary by Mezzanine Lender for the purpose of validly and sufficiently assigning all Awards and other compensation heretofore and hereafter made to Mezzanine Borrower or Property Owner upon Mortgagor for any taking, either permanent or temporary, under any such proceeding and all proceeds paid from a sale in lieu of such taking, and to facilitate Mezzanine LenderMortgagee's collection and receipt of the same. If, If notwithstanding the foregoing provisions, provisions any Award or other compensation described above is nonetheless paid to Mezzanine BorrowerMortgagor, Mezzanine Borrower Mortgagor shall hold or cause Property Owner to hold such monies in trust for the benefit of Mezzanine Lender or Property Owner, Mortgagee and Mezzanine Borrower and Property Owner shall immediately pay the same to Mezzanine LenderMortgagee. The expenses incurred by Mezzanine Lender in the collection and administration of any Award, including reasonable attorneys' fees and disbursements, shall be additional Indebtedness, and shall be reimbursed to Mezzanine Lender upon demand or, at Mezzanine Lender's option, in the event and to the extent sufficient proceeds are available, shall be deducted by Mezzanine Lender from said proceeds prior to any other application hereof. Mezzanine Borrower Neither Mortgagor nor Mortgagee may not and shall not cause or suffer Property Owner to settle or compromise any claim for or right to receive any Award (or related compensation) or its rights under any proceeding with respect thereto without the prior written consent of Mezzanine Lenderthe other. Notwithstanding any taking (including, without limitation, any transfer made in lieu of such taking), Mezzanine Borrower shall continue to pay the Mezzanine Loan with interest thereon at the time and in the manner provided for in the Mezzanine Note and the other Mezzanine Loan Documents and the Indebtedness Obligations shall not be reduced by reason of such taking (or transfer in lieu thereof) unless and until any Award (or related compensation) shall have been actually received and applied by Mezzanine Lender Mortgagee to such Indebtedness Obligations and then only to such extent. Mezzanine Lender Mortgagee shall not be limited to any interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rates rate set forth herein and in the Mezzanine Note. Notwithstanding anything stated herein to the contrary, in the event the Property is being restored by the Property Owner pursuant to the Mortgage Loan Documents, Mezzanine Lender shall agree to the release of the Award for restoration of the Property pursuant to the terms and conditions of the Mortgage Loan Documents, subject to Mezzanine Lender's rights to right to receive and approve all deliverables that are required to be provided to the Mortgage Lender under the terms of the Mortgage Loan DocumentsNotes.

Condemnation and Eminent Domain. Subject If the Landlord's Real Property, or any portion thereof, shall be taken under eminent domain or condemnation proceedings, or if suit or other action shall be instituted for the taking or condemnation therefor, of if in lieu of any formal condemnation proceedings or actions, the Landlord shall grant an option to purchase and/or shall sell and convey the prior said Premises or any portion thereof, to any governmental or other public authority, agency, body or public utility, seeking to take the Premises and the Landlord's Real Property or any portion thereof, then this Lease, at the option of the Landlord, shall terminate, and the Term hereof shall end as of such date as the Landlord shall fix by notice in writing; and the Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of the Mortgage Lender under the Mortgage Loan DocumentsTenant to damages, any and all awards (the "AWARDS") heretofore or hereafter made or to be made by any Governmental Authority for the taking by condemnation or eminent domain, of all or any part of the Property (including any award from the United States government at any time after the allowance of a claim thereof), or the proceeds from a transfer in lieu of such condemnation or eminent domainif any, are hereby assigned by Mezzanine Borrower and Property Owner to Mezzanine 40 Lender, which Awards Mezzanine Lender is hereby authorized to collect and receive from the condemnation authoritiesLandlord. Mezzanine Lender is hereby authorized to give appropriate receipts and acquaintances therefor and Mezzanine Borrower and Property Owner hereby irrevocably appoint Mezzanine Lender Mezzanine Borrower's and Property Owner's attorney-in-fact, coupled with an interest, to collect such Awards. Mezzanine Borrower shall give Mezzanine Lender prompt notice of the actual or threatened commencement of any condemnation of eminent domain proceeds affecting all or any part of the Property and shall deliver to Mezzanine Lender copies of any and all papers served in connection with any such proceedings. Mezzanine Borrower further The Tenant agrees to make, execute and deliver to Mezzanine Lenderany instruments, at the expense of the Landlord, as may be deemed necessary or required to expedite any time upon requestcondemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Landlord's Real Property and the Premises or any portion thereof. The Tenant covenants and agrees to vacate the said Premises, remove all further assignments the Tenant's personal property therefrom and deliver up peaceable possession thereof to the Landlord or to such other instruments deemed reasonably necessary party designated by Mezzanine Lender for the purpose of validly and sufficiently assigning all Awards and other compensation heretofore and hereafter made Landlord in the aforementioned notice. Anything hereinabove to Mezzanine Borrower or Property Owner upon any takingthe contrary notwithstanding, either permanent or temporaryit is understood that, under any without affecting the Landlord's award as above referred to, the Tenant may make such proceeding and all proceeds paid from a sale in lieu of such takingindependent claim as the law may allow with respect to the Tenant's moving expenses, relocation expenses, and actual direct losses to facilitate Mezzanine Lender's collection and receipt of the same. If, notwithstanding the foregoing provisions, any Award or other compensation described above is nonetheless paid to Mezzanine Borrower, Mezzanine Borrower shall hold or cause Property Owner to hold such monies in trust for the benefit of Mezzanine Lender or Property Owner, and Mezzanine Borrower and Property Owner shall immediately pay the same to Mezzanine Lender. The expenses incurred by Mezzanine Lender in the collection and administration of any Award, including reasonable attorneys' fees and disbursements, shall be additional Indebtedness, and shall be reimbursed to Mezzanine Lender upon demand or, at Mezzanine Lender's option, in the event and to the extent sufficient proceeds are available, shall be deducted by Mezzanine Lender from said proceeds prior to any other application hereof. Mezzanine Borrower may not and shall not cause or suffer Property Owner to settle or compromise any claim for or right to receive any Award or its rights under any proceeding with respect thereto without the prior written consent of Mezzanine Lender. Notwithstanding any taking, Mezzanine Borrower shall continue to pay the Mezzanine Loan with interest thereon at the time and in the manner provided for in the Mezzanine Note and the other Mezzanine Loan Documents and the Indebtedness shall not be reduced by reason of such taking (or transfer in lieu thereof) unless and until any Award shall have been actually received and applied by Mezzanine Lender to such Indebtedness and then only to such extent. Mezzanine Lender shall not be limited to any interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rates set forth herein and in the Mezzanine Note. Notwithstanding anything stated herein to the contrary, in the event the Property is being restored by the Property Owner pursuant to the Mortgage Loan Documents, Mezzanine Lender shall agree to the release of the Award for restoration of the Property pursuant to the terms and conditions of the Mortgage Loan Documents, subject to Mezzanine Lender's rights to right to receive and approve all deliverables that are required to be provided to the Mortgage Lender under the terms of the Mortgage Loan Documentstangible personal property.

Condemnation and Eminent Domain. Subject to If the prior rights land and BUILDING of which the Mortgage Lender leased PREMISES are a part, or any portion thereof, shall be taken under the Mortgage Loan Documentseminent domain or condemnation proceedings, any and all awards (the "AWARDS") heretofore or hereafter made if suit or to other action shall be made by any Governmental Authority instituted for the taking by or condemnation or eminent domain, of all or any part of the Property (including any award from the United States government at any time after the allowance of a claim thereof), or the proceeds from a transfer if in lieu of any formal condemnation proceedings or actions, the LANDLORD shall grant an option to purchase or shall sell and convey the said PREMISES or any portion thereof, to the governmental or other public authority, agency, body or public utility, seeking to take said land and PREMISES or any portion thereof, then this lease, at the option to the LANDLORD, shall terminate, and the term hereof shall end as of such condemnation date as the LANDLORD shall fix by notice in writing; and the TENANT shall have only such claim or eminent domainright to claim damages as may be by law compensable and attributable to the value of the leasehold created by this lease, All rights to the TENANT to damages other than as to the value of the leasehold created by this Agreement, together with relocation expenses as aforesaid, if any, are hereby assigned by Mezzanine Borrower and Property Owner to Mezzanine 40 Lender, which Awards Mezzanine Lender is hereby authorized to collect and receive from the condemnation authoritiesLANDLORD. Mezzanine Lender is hereby authorized to give appropriate receipts and acquaintances therefor and Mezzanine Borrower and Property Owner hereby irrevocably appoint Mezzanine Lender Mezzanine Borrower's and Property Owner's attorney-in-fact, coupled with an interest, to collect such Awards. Mezzanine Borrower shall give Mezzanine Lender prompt notice of the actual or threatened commencement of any condemnation of eminent domain proceeds affecting all or any part of the Property and shall deliver to Mezzanine Lender copies of any and all papers served in connection with any such proceedings. Mezzanine Borrower further The TENANT agrees to make, execute and deliver to Mezzanine Lenderany instruments, at any time upon request, any and all further assignments and other instruments deemed reasonably necessary by Mezzanine Lender for the purpose of validly and sufficiently assigning all Awards and other compensation heretofore and hereafter made to Mezzanine Borrower or Property Owner upon any taking, either permanent or temporary, under any such proceeding and all proceeds paid from a sale in lieu of such taking, and to facilitate Mezzanine Lender's collection and receipt expense of the same. IfLANDLORD, notwithstanding the foregoing provisions, as may be deemed necessary or required to expedite any Award condemnation proceedings or to effectuate a proper transfer of title to such governmental or other compensation described above is nonetheless paid public authority, agency, body or public utility seeking to Mezzanine Borrower, Mezzanine Borrower shall hold take or cause Property Owner to hold such monies in trust for acquire the benefit of Mezzanine Lender said lands and PREMISES or Property Owner, and Mezzanine Borrower and Property Owner shall immediately pay the same to Mezzanine Lenderany portion thereof. The expenses incurred TENANT covenants and agrees to vacate the said PREMISES, remove all the TENANT'S personal property therefrom and deliver up peaceable possession thereof to the LANDLORD or to such other party designated by Mezzanine Lender the LANDLORD in the collection aforementioned notice. Failure by the TENANT to comply with any provisions in this clause shall subject the TENANT to such costs, expenses, damages and administration of any Award, including reasonable attorneys' fees and disbursements, shall be additional Indebtedness, and shall be reimbursed to Mezzanine Lender upon demand or, at Mezzanine Lender's option, in losses as the event and to the extent sufficient proceeds are available, shall be deducted by Mezzanine Lender from said proceeds prior to any other application hereof. Mezzanine Borrower LANDLORD may not and shall not cause or suffer Property Owner to settle or compromise any claim for or right to receive any Award or its rights under any proceeding with respect thereto without the prior written consent of Mezzanine Lender. Notwithstanding any taking, Mezzanine Borrower shall continue to pay the Mezzanine Loan with interest thereon at the time and in the manner provided for in the Mezzanine Note and the other Mezzanine Loan Documents and the Indebtedness shall not be reduced incur by reason of such taking (or transfer in lieu thereof) unless and until any Award shall have been actually received and applied by Mezzanine Lender to such Indebtedness and then only to such extent. Mezzanine Lender shall not be limited to any interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rates set forth herein and in the Mezzanine Note. Notwithstanding anything stated herein to the contrary, in the event the Property is being restored by the Property Owner pursuant to the Mortgage Loan Documents, Mezzanine Lender shall agree to the release of the Award for restoration of the Property pursuant to the terms and conditions of the Mortgage Loan Documents, subject to Mezzanine Lender's rights to right to receive and approve all deliverables that are required to be provided to the Mortgage Lender under the terms of the Mortgage Loan DocumentsTENANT'S breach hereof.

Condemnation and Eminent Domain. Subject to If the prior rights land and Property of which the Mortgage Lender Demised Premises are a part, or any portion thereof, shall be taken under the Mortgage Loan Documentseminent domain or condemnation proceedings, any and all awards (the "AWARDS") heretofore or hereafter made if suit or to other action shall be made by any Governmental Authority instituted for the taking by or condemnation or eminent domain, of all or any part of the Property (including any award from the United States government at any time after the allowance of a claim thereof), or the proceeds from a transfer in lieu of any formal condemnation proceedings or actions, Landlord shall grant an option to purchase and or shall sell and convey the Property or any portion thereof, to the governmental or other public authority, agency body or public utility seeking to take the Property or any portion thereof, then this Lease, at the option of Landlord, shall terminate, and the Term hereof shall end as of such date as Landlord shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth above; and Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or eminent domainpaid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damages, if any, are hereby assigned by Mezzanine Borrower and Property Owner to Mezzanine 40 Lender, which Awards Mezzanine Lender is hereby authorized to collect and receive from the condemnation authoritiesLandlord. Mezzanine Lender is hereby authorized to give appropriate receipts and acquaintances therefor and Mezzanine Borrower and Property Owner hereby irrevocably appoint Mezzanine Lender Mezzanine Borrower's and Property Owner's attorney-in-fact, coupled with an interest, to collect such Awards. Mezzanine Borrower shall give Mezzanine Lender prompt notice of the actual or threatened commencement of any condemnation of eminent domain proceeds affecting all or any part of the Property and shall deliver to Mezzanine Lender copies of any and all papers served in connection with any such proceedings. Mezzanine Borrower further Tenant agrees to make, execute and deliver to Mezzanine Lenderany instruments promptly upon demand, at the expense of Landlord, as may be deemed necessary or required to expedite any time upon request, any and all further assignments and other instruments deemed reasonably necessary by Mezzanine Lender for the purpose condemnation proceedings or to effectuate a proper transfer of validly and sufficiently assigning all Awards and other compensation heretofore and hereafter made title to Mezzanine Borrower or Property Owner upon any taking, either permanent or temporary, under any such proceeding and all proceeds paid from a sale in lieu of such taking, and to facilitate Mezzanine Lender's collection and receipt of the same. If, notwithstanding the foregoing provisions, any Award governmental or other compensation described above is nonetheless paid public authority, agency, body or public utility seeking to Mezzanine Borrowertake or acquire the Property or any portion thereof. Tenant covenants and agrees at its sole cost and expense to vacate the Demised Premises, Mezzanine Borrower shall hold remove all Tenant’s personal property therefrom and deliver up peaceable possession thereof to Landlord or cause Property Owner to hold such monies in trust for the benefit of Mezzanine Lender or Property Owner, and Mezzanine Borrower and Property Owner shall immediately pay the same to Mezzanine Lender. The expenses incurred other party designated by Mezzanine Lender Landlord in the collection aforementioned notice. Failure by Tenant to comply with any provisions in this clause shall subject Tenant to such costs, expenses, damages and administration of any Award, including reasonable attorneys' fees and disbursements, shall be additional Indebtedness, and shall be reimbursed to Mezzanine Lender upon demand or, at Mezzanine Lender's option, in the event and to the extent sufficient proceeds are available, shall be deducted by Mezzanine Lender from said proceeds prior to any other application hereof. Mezzanine Borrower losses as Landlord may not and shall not cause or suffer Property Owner to settle or compromise any claim for or right to receive any Award or its rights under any proceeding with respect thereto without the prior written consent of Mezzanine Lender. Notwithstanding any taking, Mezzanine Borrower shall continue to pay the Mezzanine Loan with interest thereon at the time and in the manner provided for in the Mezzanine Note and the other Mezzanine Loan Documents and the Indebtedness shall not be reduced incur by reason of such taking (or transfer in lieu thereof) unless and until any Award shall have been actually received and applied by Mezzanine Lender to such Indebtedness and then only to such extent. Mezzanine Lender shall not be limited to any interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rates set forth herein and in the Mezzanine Note. Notwithstanding anything stated herein to the contraryTenant’s breach hereof including, in the event the Property is being restored by the Property Owner pursuant to the Mortgage Loan Documentswithout limitation, Mezzanine Lender shall agree to the release of the Award for restoration of the Property pursuant to the terms and conditions of the Mortgage Loan Documents, subject to Mezzanine Lender's rights to right to receive and approve all deliverables that are required to be provided to the Mortgage Lender under the terms of the Mortgage Loan Documentsattorneys’ fees.

Condemnation and Eminent Domain. Subject to the prior rights of the Mortgage Lender under the Mortgage Loan Documents, any Any and all awards (the "AWARDS") compensation or payment heretofore or hereafter made or to be made to the present or any subsequent owner of the Property by any Governmental Authority governmental or other lawful authority for the taking taking, by condemnation or eminent domain, of all or any part of the Property Property, (including any award from the United States government governmental at any time after the allowance of a claim therefor, the ascertainment of the amount thereto, and the issuance of a warrant for payment thereof) (collectively "Awards"), or the proceeds from a transfer in lieu of such condemnation or eminent domain, are hereby assigned by Mezzanine Borrower to Lender to secure payment of the Secured Obligations. Provided that the estimated amount of the Award is less than $2,000,000, does not involve any portion of the buildings on the Property, the taking by such governmental or other lawful authority does not involve a material portion of the Property and Property Owner no Event of Default or Unmatured Default has occurred and is continuing, Borrower shall have the right to Mezzanine 40 Lendernegotiate and settle any Awards. In all other events, which Lender shall have the right to negotiate and settle all Awards. All Awards Mezzanine shall be deposited with Lender to be disbursed in accordance with the provisions of this Article 6. Lender is hereby authorized to collect and receive from the condemnation authorities. Mezzanine Lender is hereby authorized authorities all Awards and to give appropriate receipts and acquaintances therefor and Mezzanine Borrower and Property Owner hereby irrevocably appoint Mezzanine Lender Mezzanine therefor. Borrower's and Property Owner's attorney-in-fact, coupled with an interestupon obtaining knowledge thereof, to collect such Awards. Mezzanine Borrower shall give Mezzanine Lender prompt notice of the actual or threatened commencement of any condemnation of or eminent domain proceeds proceedings affecting all or any part of the Property Property, and shall deliver to Mezzanine Lender copies of any and all papers served in connection with any such proceedings. Mezzanine Borrower further agrees to make, execute and deliver to Mezzanine Lender, at free and clear of any time upon requestencumbrance of any kind whatsoever, any and all further assignments and other instruments reasonably deemed reasonably necessary by Mezzanine Lender for the purpose of validly and sufficiently assigning all Awards and other compensation heretofore heretofore, now and hereafter made to Mezzanine Borrower or Property Owner upon for any taking, either permanent or temporary, under any such proceeding and all proceeds paid from a sale in lieu of such taking, and to facilitate Mezzanine Lender's collection and receipt of proceeding. Notwithstanding the same. If, notwithstanding the foregoing provisionsforegoing, any Award or other compensation described above is nonetheless paid to Mezzanine Borroweractual, Mezzanine Borrower shall hold or cause Property Owner to hold such monies in trust for the benefit of Mezzanine Lender or Property Ownerreasonable, and Mezzanine Borrower and Property Owner shall immediately pay the same to Mezzanine Lender. The out-of-pocket expenses incurred by Mezzanine Lender in the collection intervening in such action or compromising and administration of any Awardsettling such action or claim, including reasonable attorneys' fees and disbursements, or collecting such proceeds shall be additional IndebtednessCosts hereunder, and shall be reimbursed to Mezzanine Lender upon demand or, at Mezzanine Lender's option, payable in the event and to the extent sufficient proceeds are available, shall be accordance with Section 8.2 or deducted by Mezzanine Lender from said proceeds prior to any other application hereof. Mezzanine Borrower may not and shall not cause or suffer Property Owner to settle or compromise any claim for or right to receive any Award or its rights under any proceeding with respect thereto without the prior written consent of Mezzanine Lender. Notwithstanding any taking, Mezzanine Borrower shall continue to pay the Mezzanine Loan with interest thereon at the time and in the manner provided for in the Mezzanine Note and the other Mezzanine Loan Documents and the Indebtedness shall not be reduced by reason of such taking (or transfer in lieu thereof) unless and until any Award shall have been actually received and applied by Mezzanine Lender to such Indebtedness and then only to such extent. Mezzanine Lender shall not be limited to any interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rates set forth herein and in the Mezzanine Note. Notwithstanding anything stated herein to the contrary, in the event the Property is being restored by the Property Owner pursuant to the Mortgage Loan Documents, Mezzanine Lender shall agree to the release of the Award for restoration of the Property pursuant to the terms and conditions of the Mortgage Loan Documents, subject to Mezzanine Lender's rights to right to receive and approve all deliverables that are required to be provided to the Mortgage Lender under the terms of the Mortgage Loan DocumentsAwards.

Condemnation and Eminent Domain. Subject to the prior rights of the Mortgage Lender under the Mortgage Loan Documents, any and all awards (the "AWARDS") heretofore or hereafter made or to be made by any Governmental Authority for the taking by condemnation or eminent domain, of 12.1 If all or any part of the Property (including any award from the United States government Premises valued at any time after the allowance of a claim thereof)greater than $500,000 shall be damaged, diminished in value or taken through condemnation proceedings, or the proceeds from if a consent settlement is entered or a transfer in lieu is made under threat of such condemnation proceedings, either temporarily or eminent domainpermanently, Lender shall be entitled to all compensation, awards and other payments or relief therefor to which Borrower is entitled and is hereby authorized, at its option, to commence, appear in and prosecute, in its own or Borrower's name, any action or proceeding relating to any condemnation, and to settle or compromise any claim in connection therewith. All such compensation, awards, damages, claims, rights, actions and proceedings, and the right thereto, are hereby assigned by Mezzanine Borrower and Property Owner to Mezzanine 40 Lender, which Awards Mezzanine Lender is hereby authorized to collect and receive from the condemnation authorities. Mezzanine Lender is hereby authorized to give appropriate receipts and acquaintances therefor and Mezzanine Borrower and Property Owner hereby irrevocably appoint Mezzanine Lender Mezzanine Borrower's and Property Owner's attorney-in-fact, coupled with an interest, to collect such Awards. Mezzanine Borrower shall give Mezzanine Lender prompt notice of the actual or threatened commencement of any condemnation of eminent domain proceeds affecting all or any part of the Property and shall deliver to Mezzanine Lender copies of any and all papers served in connection with any such proceedings. Mezzanine Borrower further agrees to make, execute and deliver to Mezzanine Lender, at any time upon request, any and all further assignments and other instruments deemed reasonably necessary by Mezzanine Lender for the purpose of validly and sufficiently assigning all Awards and other compensation heretofore and hereafter made to Mezzanine Borrower or Property Owner upon any taking, either permanent or temporary, under any such proceeding and all proceeds paid from a sale in lieu of such taking, and to facilitate Mezzanine Lender's collection and receipt of the same. If, notwithstanding the foregoing provisions, any Award or other compensation described above is nonetheless paid to Mezzanine Borrower, Mezzanine Borrower shall hold or cause Property Owner to hold such monies in trust for the benefit of Mezzanine Lender or Property Owner, and Mezzanine Borrower and Property Owner shall immediately pay the same to Mezzanine Lender. The After deducting from such condemnation proceeds all of its expenses incurred by Mezzanine Lender in the collection and administration of any Awardsuch sums, including reasonable attorneys' fees fees, Lender shall apply the net proceeds to the reconstruction, restoration and disbursements, repair of the Premises if the conditions of Paragraphs 10.1 and 11.1 hereof are met or to the payment of the Indebtedness outstanding at the time. Any such proceeds actually received by Lender and not required to reconstruct the Premises or to satisfy the conditions set forth in Paragraphs 10.1 and 11.1 hereof shall be additional Indebtednesskept by Lender after expiration of the lien period for the work of reconstruction for application to the Indebtedness outstanding at such time, and in which event said amounts shall be reimbursed applied in the manner set forth in Section 2.8 of the Note with respect to Mezzanine Prepayments; provided, however, that nothing herein contained shall prevent Lender upon demand or, from applying at Mezzanine Lender's optionany time the whole or any part of such proceeds to the Indebtedness after the occurrence of any Event of Default, in the event order set forth in Paragraph 21 hereinbelow. Borrower agrees to execute such further assignments of any compensation, awards, damages, claims, rights, actions and to the extent sufficient proceeds are available, shall be deducted by Mezzanine proceedings as Lender from said proceeds prior to any other application hereofmay require. Mezzanine Borrower may not and shall not cause or suffer Property Owner to settle or compromise any claim for or right to receive any Award or its rights under any proceeding with respect thereto without the prior written consent of Mezzanine Lender. Notwithstanding any taking, Mezzanine Borrower shall continue to pay the Mezzanine Loan with interest thereon at the time and in the manner provided for in the Mezzanine Note and the other Mezzanine Loan Documents and the Indebtedness shall not be reduced by reason of such taking (or transfer in lieu thereof) unless and until any Award shall have been actually received and applied by Mezzanine Lender to such Indebtedness and then only to such extent. Mezzanine Lender shall not be limited held responsible for any failure to collect any interest paid on the Award by the condemning authority but shall be entitled to receive out amount in connection with any such proceeding regardless of the Award interest at the rates set forth herein and in the Mezzanine Note. Notwithstanding anything stated herein to the contrary, in the event the Property is being restored by the Property Owner pursuant to the Mortgage Loan Documents, Mezzanine Lender shall agree to the release cause of the Award for restoration of the Property pursuant to the terms and conditions of the Mortgage Loan Documents, subject to Mezzanine Lender's rights to right to receive and approve all deliverables that are required to be provided to the Mortgage Lender under the terms of the Mortgage Loan Documentssuch failure.

Condemnation and Eminent Domain. Subject to the prior rights of the Mortgage Lender under the Mortgage Loan Documents, any and all awards (the "AWARDS") heretofore or hereafter made or to be made by any Governmental Authority for the taking by condemnation or eminent domain, of all or any part of the Property (including any award from the United States government at any time after the allowance of a claim thereof), or the proceeds from a transfer in lieu of such condemnation or eminent domain, are hereby assigned by Mezzanine Borrower and Property Owner to Mezzanine 40 Lender, which Awards Mezzanine Lender is hereby authorized to collect and receive from the condemnation authorities. Mezzanine Lender is hereby authorized to give appropriate receipts and acquaintances therefor and Mezzanine Borrower and Property Owner hereby irrevocably appoint Mezzanine Lender Mezzanine Borrower's and Property Owner's attorney-in-fact, coupled with an interest, to collect such Awards. Mezzanine Borrower shall give Mezzanine Lender prompt notice of the actual or threatened commencement of any condemnation of eminent domain proceeds affecting all or any part of the Property and shall deliver to Mezzanine Lender copies of any and all papers served in connection with any such proceedings. Mezzanine Borrower further agrees to make, execute and deliver to Mezzanine Lender, at any time upon request, any and all further assignments and other instruments deemed reasonably necessary by Mezzanine Lender for the purpose of validly and sufficiently assigning all Awards and other compensation heretofore and hereafter made to Mezzanine Borrower or Property Owner upon any taking, either permanent or temporary, under any such proceeding and all proceeds paid from a sale in lieu of such taking, and to facilitate Mezzanine Lender's collection and receipt of the same. If, notwithstanding the foregoing provisions, any Award or other compensation described above is nonetheless paid to Mezzanine Borrower, Mezzanine Borrower shall hold or cause Property Owner to hold such monies in trust for the benefit of Mezzanine Lender or Property Owner, and Mezzanine Borrower and Property Owner shall immediately pay the same to Mezzanine Lender. The expenses incurred by Mezzanine Lender in the collection and administration of any Award, including reasonable attorneys' fees and disbursements, shall be additional Indebtedness, and shall be reimbursed to Mezzanine Lender upon demand or, at Mezzanine Lender's option, in the event and to the extent sufficient proceeds are available, shall be deducted by Mezzanine Lender from said proceeds prior to any other application hereof. Mezzanine Borrower may not and shall not cause or suffer Property Owner to settle or compromise any claim for or right to receive any Award or its rights under any proceeding with respect thereto without the prior written consent of Mezzanine Lender. Notwithstanding any taking, Mezzanine Borrower shall continue to pay the Mezzanine Loan with interest thereon at the time and in the manner provided for in the Mezzanine Note and the other Mezzanine Loan Documents and the Indebtedness shall not be reduced by reason of such taking (or transfer in lieu thereof) unless and until any Award shall have been actually received and applied by Mezzanine Lender to such Indebtedness and then only to such extent. Mezzanine Lender shall not be limited to any interest paid on the Award by the condemning authority but Mortgagee shall be entitled to receive out any and all sums which may be awarded or become payable to Mortgagor for the condemnation of, or taking upon exercise of the Award interest at right of Eminent Domain with respect to, any of the rates set forth herein Mortgaged Property for public or quasi-public use, or by virtue of private sale in lieu thereof, and any sums which may be awarded or become payable to Mortgagor for damages caused by public works or construction on or near the Mortgaged Property. Mortgagor shall give immediate written notice to Mortgagee of any such proceedings affecting the Mortgaged Property, and shall afford Mortgagee an opportunity to participate in any proceeding or settlement of awards with respect thereto. All such sums are hereby assigned to Mortgagee, and Mortgagor shall, upon request of Mortgagee, make, execute, acknowledge, and deliver any and all additional assignments and documents as may be necessary from time to time to enable Mortgagee to collect and receipt for any such sums. Mortgagee shall not be, under any circumstances, liable or responsible for failure to collect, or exercise diligence in the Mezzanine Notecollection of, any of such sums. Any sums so collected shall be applied by Mortgagee, first, to the expenses, if any, of collection, in accordance with Section 6.4 hereof. Notwithstanding anything stated herein the foregoing, if, after such proceedings or private sale in lieu thereof, Mortgagee determines in its reasonable judgment that the remainder of the Mortgaged Property can be restored in such a manner as to preserve substantially the economic value thereof and Mortgagor is not then otherwise in Default, upon request of Mortgagor such sums so held by Mortgagee shall be made available for such restoration and disbursed by Mortgagee during the course of such restoration under safeguards reasonably satisfactory to Mortgagee. Any sums remaining after completion of restoration shall be applied in accordance with Section 6.4. In the event of any partial taking of the Mortgaged Property under this Subsection, Mortgagee may, at its sole discretion, apply the funds received first to the contraryexpenses, if any, of collection; second, to any unpaid interest which is due and delinquent and, third, to principal of the Secured Indebtedness, in the event the Property is being restored by the Property Owner pursuant to the Mortgage Loan Documents, Mezzanine Lender shall agree to the release lieu of the Award for restoration of the Property pursuant to the terms and conditions of the Mortgage Loan Documents, subject to Mezzanine Lender's rights to right to receive and approve all deliverables that are required to be provided to the Mortgage Lender under the terms of the Mortgage Loan Documentsapplying Section 6.4.

Condemnation and Eminent Domain. Subject If any condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to all or any portion of the Premises, Seller shall promptly upon obtaining actual knowledge thereof notify Buyer thereof (“Taking Notice”). If the condemnation will not result in the right of the Tenant to terminate the Lease, the parties shall proceed to Closing, in which event Seller shall assign or pay to Buyer at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation and/or pay to Buyer all such awards previously paid (subject, in each case, to the prior rights of the Mortgage Lender Tenant thereto pursuant to the Lease). In the event that such condemnation will result in the right of the Tenant to terminate the Lease, Buyer shall have the option, which shall be exercised by written notice to Seller and Escrow Agent within ten (10) Business Days after its receipt of the Taking Notice (with the Closing Date automatically extended, if necessary, to allow for such response period), either (i) to terminate this Agreement and receive the immediate return of the Xxxxxxx Money Deposit, in which case the parties shall have no further rights or obligations under this Agreement (except for any obligations that expressly survive termination of this Agreement), or (ii) to consummate the Mortgage Loan Documentspurchase of the Premises without a reduction of the Purchase Price, in which event Seller shall assign or pay to Buyer at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation proceeding and/or pay to Buyer all such awards previously paid(subject, in each case, to the rights of the Tenant thereto pursuant to the Lease). Failure to give notice of Buyer’s election within such ten (10) Business Day period shall be deemed an election by Buyer to proceed to Closing. Executed as an instrument under seal as of the date first set forth above. SELLER: DW GLENDALE CA LANDLORD, LLC By: SunTrust Equity Funding, LLC, a Delaware limited liability company, its sole member By: /s/ Xxxxxxx XxXxxx Name: Xxxxxxx XxXxxx Title: Manager PURCHASER: XXXXXXX CAPITAL CORPORATION, a California corporation By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Chief Investment Officer JOINDER OF GUARANTOR SunTrust Equity Funding, LLC a Delaware limited liability company (the "Company"), hereby joins in this Agreement for the sole purpose of guaranteeing the payment of any Post-Closing Claims up to the Cap, plus any amounts owed under this Agreement in connection with a Transfer Tax Event. The Company represents and warrants that (a) the Company is affiliated with Seller and will receive a substantial benefit from Buyer entering into this Agreement and consummating the transaction contemplated hereby, (b) the Company has the power and authority to enter into this Joinder, (c) this Joinder is not in conflict with any other indenture, agreement or other instrument to which the Company is a party or bound, and (d) this Joinder constitutes a legal, valid and binding obligation enforceable against the Company in accordance with its terms. The Company hereby waives, to the extent permitted by law, any and all awards (notices with respect to the "AWARDS") heretofore or hereafter made or to be made by any Governmental Authority for the taking by condemnation or eminent domainmatters pertaining hereto, diligence and demand of all or any part of the Property (including any award from the United States government at any time after the allowance of a claim thereof), or the proceeds from a transfer in lieu of such condemnation or eminent domain, are hereby assigned by Mezzanine Borrower and Property Owner to Mezzanine 40 Lender, which Awards Mezzanine Lender is hereby authorized to collect and receive from the condemnation authorities. Mezzanine Lender is hereby authorized to give appropriate receipts and acquaintances therefor and Mezzanine Borrower and Property Owner hereby irrevocably appoint Mezzanine Lender Mezzanine Borrower's and Property Owner's attorney-in-fact, coupled with an interest, to collect such Awards. Mezzanine Borrower shall give Mezzanine Lender prompt notice of the actual or threatened commencement of any condemnation of eminent domain proceeds affecting all or any part of the Property and shall deliver to Mezzanine Lender copies of any and all papers served in connection with any such proceedings. Mezzanine Borrower further agrees to make, execute and deliver to Mezzanine Lender, at any time upon request, any and all further assignments and other instruments deemed reasonably necessary by Mezzanine Lender for the purpose of validly and sufficiently assigning all Awards and other compensation heretofore and hereafter made to Mezzanine Borrower or Property Owner upon any taking, either permanent or temporary, under any such proceeding and all proceeds paid from a sale in lieu of such takingperformance, and to facilitate Mezzanine Lender's collection and receipt of the same. If, notwithstanding the foregoing provisions, any Award or other compensation described above is nonetheless paid to Mezzanine Borrower, Mezzanine Borrower shall hold or cause Property Owner to hold such monies in trust for the benefit of Mezzanine Lender any suretyship defenses or Property Owner, and Mezzanine Borrower and Property Owner shall immediately pay the same to Mezzanine Lendercircumstances that might constitute a legal or equitable discharge of a surety. The expenses incurred by Mezzanine Lender in undersigned hereby agrees that Buyer may enforce the collection and administration provisions of this Joinder without the necessity of first proceeding against Seller or pursuing any Award, including reasonable attorneys' fees and disbursements, other remedy or enforcing any other right. The Company shall be additional Indebtednessobligated hereunder, notwithstanding any modification, discharge, indulgence or extension of the guaranteed obligations that may occur in any bankruptcy or reorganization case or proceeding concerning Seller or otherwise. The provisions of this Joinder shall be binding upon the Company and its successors and assigns, and shall be reimbursed to Mezzanine Lender upon demand or, at Mezzanine Lender's option, in the event and inure to the extent sufficient proceeds are available, benefit of and shall be deducted enforceable by Mezzanine Lender from said proceeds prior to any other application hereofBuyer and its successors and assigns. Mezzanine Borrower may not and shall not cause or suffer Property Owner to settle or compromise any claim for or right to receive any Award or SunTrust Equity Funding, LLC, a Delaware limited liability company, its rights under any proceeding with respect thereto without the prior written consent of Mezzanine Lender. Notwithstanding any taking, Mezzanine Borrower shall continue to pay the Mezzanine Loan with interest thereon at the time and in the manner provided for in the Mezzanine Note and the other Mezzanine Loan Documents and the Indebtedness shall not be reduced by reason of such taking (or transfer in lieu thereof) unless and until any Award shall have been actually received and applied by Mezzanine Lender to such Indebtedness and then only to such extent. Mezzanine Lender shall not be limited to any interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rates set forth herein and in the Mezzanine Note. Notwithstanding anything stated herein to the contrary, in the event the Property is being restored by the Property Owner pursuant to the Mortgage Loan Documents, Mezzanine Lender shall agree to the release of the Award for restoration of the Property pursuant to the terms and conditions of the Mortgage Loan Documents, subject to Mezzanine Lender's rights to right to receive and approve all deliverables that are required to be provided to the Mortgage Lender under the terms of the Mortgage Loan Documents.sole member By: /s/ Xxxxxxx XxXxxx Name: Xxxxxxx XxXxxx Title: Manager

Condemnation and Eminent Domain. Subject to the prior rights of the Mortgage Lender under the Mortgage Loan Documents, any Any and all awards (the "AWARDS") heretofore or hereafter made or to be made to the present, or any subsequent, owner of the Mortgaged Property, by any Governmental Authority governmental or other lawful authority for the taking taking, by condemnation or eminent domain, of all or any part of the Property Mortgaged Property, any improvement located thereon, or any easement thereon or appurtenance thereof (including any award from the United States government at any time after the allowance of a claim therefore, the ascertainment of the amount thereto, and the issuance of a warrant for payment thereof), or the proceeds from a transfer in lieu of such condemnation or eminent domain, are hereby assigned by Mezzanine Borrower and Property Owner Mortgagor to Mezzanine 40 Lender, which Awards Mezzanine awards Lender is hereby authorized to collect and receive from the condemnation authorities. Mezzanine authorities after consultation with Mortgagor, and Lender is hereby authorized to give appropriate receipts and acquaintances therefor and Mezzanine Borrower and Property Owner hereby irrevocably appoint Mezzanine Lender Mezzanine Borrower's and Property Owner's attorney-in-fact, coupled with an interest, to collect such Awardsacquittances therefore. Mezzanine Borrower Mortgagor shall give Mezzanine Lender prompt immediate notice of the actual or threatened commencement of any condemnation of or eminent domain proceeds proceedings affecting all or any part of the Property Premises, or any easement thereon or appurtenance thereof (including severance of, consequential damage to, or change in grade of streets), and shall deliver to Mezzanine Lender copies of any and all papers served in connection with any such proceedings. Mezzanine Borrower Mortgagor further agrees to make, execute execute, and deliver to Mezzanine Lender, at any time upon request, free, clear, and discharged of any encumbrance of any kind whatsoever, any and all further assignments and other instruments deemed reasonably necessary by Mezzanine Lender for the purpose of validly and sufficiently assigning all Awards awards and other compensation heretofore and hereafter made to Mezzanine Borrower or Property Owner upon Mortgagor for any taking, either permanent or temporary, under any such proceeding and all proceeds paid from a sale in lieu of such taking, and to facilitate Mezzanine proceeding. At Lender's collection and receipt of the same. If, notwithstanding the foregoing provisions’s option, any Award or other compensation described above is nonetheless paid such award may be applied to Mezzanine Borrowerrestoring the improvements, Mezzanine Borrower shall hold or cause Property Owner to hold such monies in trust for the benefit of Mezzanine Lender or Property Owner, and Mezzanine Borrower and Property Owner shall immediately pay which event the same to Mezzanine Lender. The expenses incurred by Mezzanine Lender shall be paid out in the collection and administration of any Award, including reasonable attorneys' fees and disbursements, shall be additional Indebtedness, and shall be reimbursed to Mezzanine Lender upon demand or, at Mezzanine Lender's option, in the event and to the extent sufficient proceeds are available, shall be deducted by Mezzanine Lender from said proceeds prior to any other application hereof. Mezzanine Borrower may not and shall not cause or suffer Property Owner to settle or compromise any claim for or right to receive any Award or its rights under any proceeding same manner as is provided with respect thereto without the prior written consent of Mezzanine Lender. Notwithstanding any taking, Mezzanine Borrower shall continue to pay the Mezzanine Loan with interest thereon at the time and insurance proceeds in the manner provided for in the Mezzanine Note and the other Mezzanine Loan Documents and the Indebtedness shall not be reduced by reason of such taking (or transfer in lieu thereofParagraph 3.5(a) unless and until any Award shall have been actually received and applied by Mezzanine Lender to such Indebtedness and then only to such extent. Mezzanine Lender shall not be limited to any interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rates set forth herein and in the Mezzanine Notehereof. Notwithstanding anything stated herein in Section 3.5 and 3.6 to the contrary, in the event the Property is being restored by the Property Owner pursuant of any casualty to the Mortgage Loan Documents, Mezzanine Lender shall agree to the release or any condemnation of part of the Award Mortgaged Property, Lender agrees to make available the Insurance Payment or condemnation proceeds to restoration of the Mortgaged Property if (i) no Default exists, (ii) all Insurance Payments or condemnation proceeds are deposited with Lender, (iii) in Lender’s reasonable judgment, the amount of Insurance Payments or condemnation proceeds available for restoration of the Mortgaged Property pursuant is sufficient to pay the full and complete costs of such restoration, or if not sufficient, Mortgagor has deposited with Lender an amount, which together with the amount of the Insurance Payment or condemnation proceeds available for restoration of the Mortgaged Property, in Lender’s reasonable judgment, will be sufficient to pay the full and complete costs of such restoration, (iv) in Lender’s reasonable determination, the Mortgaged Property can be restored to an architecturally viable project in compliance with applicable laws, and (v) in Lender’s reasonable determination, such restoration is likely to be completed not later than three (3) months prior to the terms and conditions of maturity date set forth in the Mortgage Loan Documents, subject to Mezzanine Lender's rights to right to receive and approve all deliverables that are required to be provided to the Mortgage Lender under the terms of the Mortgage Loan DocumentsNote.

Condemnation and Eminent Domain. Subject to In the prior rights event the whole of the Mortgage Lender under the Mortgage Loan Documents, any and all awards (the "AWARDS") heretofore or hereafter made or to be made by any Governmental Authority for the taking Premises is taken by condemnation or eminent domain, of this Lease shall terminate and expire on the date that possession is taken by the condemning authority, and the rent shall be apportioned to such date and all or any part prepaid rents shall be forthwith repaid to Tenant. If only a portion of the Property (including any award from Premises shall be so taken and if in Tenant’s opinion the United States government remaining portion of the Premises shall be inadequate or unsuitable for use by it for its business purposes, then, at any time after the allowance of a claim thereof), or the proceeds from a transfer in lieu of such condemnation or eminent domain, are hereby assigned by Mezzanine Borrower and Property Owner to Mezzanine 40 Lender, which Awards Mezzanine Lender is hereby authorized to collect and receive from the condemnation authorities. Mezzanine Lender is hereby authorized to give appropriate receipts and acquaintances therefor and Mezzanine Borrower and Property Owner hereby irrevocably appoint Mezzanine Lender Mezzanine Borrower's and Property Owner's attorney-in-fact, coupled with an interestTenant’s option, to collect be exercised by written notice given to Landlord not later than 30 days prior to the intended date of termination, this Lease may be terminated by Tenant and rent hereunder shall be apportioned to such Awardsdate and any prepaid rent shall be forthwith repaid to Tenant. Mezzanine Borrower In the event of any such taking which does not result in this Lease being terminated, then, subject to the remaining terms and provisions of this Xxxxxxxxx 00, Xxxxxxxx shall give Mezzanine Lender prompt notice rebuild and restore the remaining portions of the actual or threatened commencement of any condemnation of eminent domain proceeds affecting all or any part of Premises and the Property and shall deliver Building as nearly as possible to Mezzanine Lender copies of any and all papers served in connection with any such proceedings. Mezzanine Borrower further agrees their respective conditions as existed immediately prior to make, execute and deliver to Mezzanine Lender, at any time upon request, any and all further assignments and other instruments deemed reasonably necessary by Mezzanine Lender for the purpose of validly and sufficiently assigning all Awards and other compensation heretofore and hereafter made to Mezzanine Borrower or Property Owner upon any taking, either permanent or temporary, under any such proceeding and all proceeds paid from a sale in lieu of such taking; provided, and however, that (a) Landlord’s obligations to facilitate Mezzanine Lender's collection and receipt of restore the same. If, notwithstanding the foregoing provisions, any Award or other compensation described above is nonetheless paid to Mezzanine Borrower, Mezzanine Borrower Tenant Improvements shall hold or cause Property Owner to hold such monies in trust for the benefit of Mezzanine Lender or Property Owner, and Mezzanine Borrower and Property Owner shall immediately pay the same to Mezzanine Lender. The expenses incurred by Mezzanine Lender in the collection and administration of any Award, including reasonable attorneys' fees and disbursements, shall be additional Indebtedness, and shall be reimbursed to Mezzanine Lender upon demand or, at Mezzanine Lender's option, in the event and to the extent sufficient proceeds are available, shall be deducted by Mezzanine Lender from said proceeds prior to any other application hereof. Mezzanine Borrower may not and shall not cause or suffer Property Owner to settle or compromise any claim for or right to receive any Award or its rights under any proceeding with respect thereto without the prior written consent of Mezzanine Lender. Notwithstanding any taking, Mezzanine Borrower shall continue to pay the Mezzanine Loan with interest thereon at the time and in the manner provided for in the Mezzanine Note and the other Mezzanine Loan Documents and the Indebtedness shall not be reduced by reason of such taking (or transfer in lieu thereof) unless and until any Award shall have been actually received and applied by Mezzanine Lender to such Indebtedness and then only to such extent. Mezzanine Lender shall not be limited to any interest paid the amount of the Tenant Improvement Allowance specified in the attached Schedule “B”, prorated on the Award by basis that the condemning authority but shall be entitled to receive out of the Award interest at the rates set forth herein and rentable area in the Mezzanine NotePremises subject to such taking bears to the total rentable in the Premises immediately prior to such taking and (b) Tenant shall restore, at its sole cost and expense, all other improvements to the Premises including any Tenant Improvements not restored by Landlord. Notwithstanding anything stated provided herein to the contrary, in the event the Property condemnation award received by Landlord from any such taking (less expenses incurred in collecting the same and any amounts retained by any ground lessors or mortgagees of Landlord) is being restored by insufficient to rebuild or restore the Property Owner pursuant Premises or the Building to substantially their respective conditions as existed immediately prior to such taking, then Landlord shall have the option to terminate this Lease upon written notice to Tenant. In the event this Lease is terminated as a result of any taking, all rent shall be apportioned to the Mortgage Loan Documents, Mezzanine Lender shall agree time that title to the release Building or that portion of the Award for restoration Premises being taken have vested in the condemning or purchasing party. All compensation award or paid upon any total or partial taking shall belong to and be the property of Landlord. Tenant shall have no right or claim to any part of the Property pursuant condemnation award made to or received by Landlord; provided, however, that Tenant shall have the right, to the terms extent Landlord’s award is not reduced or prejudiced thereby, to seek and conditions obtain from the condemning authority such compensation as may be recoverable by Tenant for the costs of any Tenant Improvements paid for by Tenant in excess of the Mortgage Loan DocumentsTenant Improvement Allowance, subject to Mezzanine Lender's rights to relocation expenses and for the taking of any of Tenant’s personal property. In no event shall Tenant have any right to claim or receive and approve all deliverables that are required any portion of the condemnation award attributable to be provided Tenant’s leasehold interest in this Lease, the value of the unexpired Term of this Lease or any Tenant Improvements to the Mortgage Lender under the terms of the Mortgage Loan DocumentsPremises paid for by Landlord.

Condemnation and Eminent Domain. Subject to the prior rights of the Mortgage Lender under the Mortgage Loan Documents, any (a) Any and all awards (the "AWARDSAwards") heretofore or hereafter made or to be made by any Governmental Authority governmental or other lawful authority for the taking by condemnation or eminent domain, of all or any part of the Property Premises (including any award from the United States government at any time after the allowance of a claim therefor, the ascertainment of the amount thereof, and the issuance of a warrant for payment thereof), or the proceeds from a transfer in lieu of a taking in connection with any such condemnation or eminent domain, domain are hereby assigned by Mezzanine Borrower and Property Owner Mortgagor to Mezzanine 40 LenderMortgagee, which Awards Mezzanine Lender Mortgagee is hereby authorized to collect and receive from the condemnation authorities. Mezzanine Lender , and Mortgagee is hereby authorized to give appropriate receipts and acquaintances therefor acquittances therefor, and Mezzanine Borrower and Property Owner Mortgagee is hereby irrevocably appoint Mezzanine Lender Mezzanine Borrower's and Property Ownerappointed as Mortgagor's attorney-in-fact, coupled with an interest, to collect such Awards. Mezzanine Borrower Mortgagor shall give Mezzanine Lender prompt Mortgagee immediate notice of the actual or threatened commencement of any condemnation of or eminent domain proceeds proceedings affecting all or any part of the Property Premises and shall deliver to Mezzanine Lender Mortgagee copies of any and all papers served in connection with any such proceedings. Mezzanine Borrower Mortgagor further agrees to make, execute execute, and deliver to Mezzanine LenderMortgagee, at any time upon request, free, clear, and discharged of any encumbrance of any kind whatsoever, any and all further assignments and other instruments deemed reasonably necessary by Mezzanine Lender Mortgagee for the purpose of validly and sufficiently assigning all Awards and other compensation heretofore and hereafter made to Mezzanine Borrower or Property Owner upon Mortgagor for any taking, either permanent or temporary, under any such proceeding and all proceeds paid from a sale or other transfer in lieu of or in connection with such taking, and to facilitate Mezzanine LenderMortgagee's collection and receipt of the same. If, If notwithstanding the foregoing provisions, provisions any Award or other compensation described above is nonetheless paid to Mezzanine Borrower, Mezzanine Borrower shall hold or cause Property Owner to hold such monies in trust for the benefit of Mezzanine Lender or Property Owner, and Mezzanine Borrower and Property Owner shall immediately pay the same to Mezzanine Lender. The expenses incurred by Mezzanine Lender in the collection and administration of any Award, including reasonable attorneys' fees and disbursements, shall be additional Indebtedness, and shall be reimbursed to Mezzanine Lender upon demand or, at Mezzanine Lender's option, in the event and to the extent sufficient proceeds are available, shall be deducted by Mezzanine Lender from said proceeds prior to any other application hereof. Mezzanine Borrower may not and shall not cause or suffer Property Owner to settle or compromise any claim for or right to receive any Award or its rights under any proceeding with respect thereto without the prior written consent of Mezzanine Lender. Notwithstanding any taking, Mezzanine Borrower shall continue to pay the Mezzanine Loan with interest thereon at the time and in the manner provided for in the Mezzanine Note and the other Mezzanine Loan Documents and the Indebtedness shall not be reduced by reason of such taking (or transfer in lieu thereof) unless and until any Award shall have been actually received and applied by Mezzanine Lender to such Indebtedness and then only to such extent. Mezzanine Lender shall not be limited to any interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rates set forth herein and in the Mezzanine Note. Notwithstanding anything stated herein to the contrary, in the event the Property is being restored by the Property Owner pursuant to the Mortgage Loan Documents, Mezzanine Lender shall agree to the release of the Award for restoration of the Property pursuant to the terms and conditions of the Mortgage Loan Documents, subject to Mezzanine Lender's rights to right to receive and approve all deliverables that are required to be provided to the Mortgage Lender under the terms of the Mortgage Loan Documents.compen-