Common use of Condemnation and Eminent Domain Clause in Contracts

Condemnation and Eminent Domain. (a) Any and all awards (the “Awards”) in excess of $500,000.00 heretofore or hereafter made or to be made to the Borrower (or any subsequent owner of the Premises, or any part thereof) by any governmental or other lawful authority for the taking, by condemnation or eminent domain, of all or any part of the Premises (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), are hereby assigned by the Borrower to the Agent, which Awards the Agent is hereby authorized to collect and receive from the condemnation authorities, and the Agent is hereby authorized to appear in and prosecute, in the name of and on behalf of the Borrower, any action or proceeding to enforce any such cause of action in which an award in excess of $500,000.00 is sought and to make any compromise or settlement in connection therewith and to give appropriate receipts and acquittance therefor in the name and in behalf of the Borrower. The Borrower shall give the Agent immediate notice of the actual or threatened commencement of any condemnation or eminent domain proceedings affecting all or any part of the Premises and shall deliver to the Agent copies of any and all papers served in connection with any such proceedings. All reasonable costs and expenses incurred by the Agent in the adjustment and collection of any such Awards (including without limitation reasonable attorneys’ fees and expenses) shall be so much additional Debt, and shall be reimbursed to the Agent from any Award prior to any other application thereof. The Borrower further agrees to make, execute and deliver to the Agent, at any time upon request, free, clear, and discharged of any encumbrance of any kind whatsoever (other than Permitted Encumbrances), any and all further assignments and other instruments deemed necessary by the Agent for the purpose of validly and sufficiently assigning all Awards in excess of $500,000.00 and other compensation heretofore and hereafter made to the Borrower for any permanent taking, under any such proceeding. (b) The proceeds of any Award received by the Agent under the provisions of this Mortgage or any instrument supplemental hereto shall be applied by the Agent at its option as and for a prepayment of the Debt, without a prepayment fee (whether or not the same is then due or otherwise adequately secured), or shall be disbursed for Restoration of the Premises, in which event the Agent shall not be obligated to supervise Restoration work nor shall the amount so released or used be deemed a payment of the Debt. If Agent elects to permit the use of the proceeds of an Award to restore such improvements it may do all necessary acts to accomplish that purpose, including advancing additional funds, all such additional funds to constitute part of the Debt. If Agent elects to make the proceeds of an Award available to Borrower for the purpose of effecting the Restoration, or, following an Event of Default, elects to restore such improvements, any excess of such proceeds above the amount necessary to complete the Restoration shall be applied as and for a prepayment of the Debt, without a prepayment fee or premium. No interest shall be payable to Borrower upon such proceeds held by Agent. (c) Notwithstanding the provisions of subsection 8(b) above, Agent agrees to allow the Award to be disbursed for Restoration provided: (i) all conditions to the use of casualty proceeds under subsection 7(d) have been satisfied, and (ii) the condemnation, in the judgment of Agent, shall have no material adverse effect on the operation or value of the Premises remaining after the condemnation is completed. (d) So long as any Debt shall be outstanding and unpaid, and whether or not Awards are available or sufficient therefor, the Borrower shall promptly commence and complete, or cause to be commenced and completed, with all reasonable diligence the Restoration of the portion of the Premises not so taken as nearly as possible to the same value, condition and character, which existed immediately prior to such taking in compliance with all legal requirements. Any Restoration of the Premises involving costs in excess of $500,000.00 shall be effected in accordance with Restoration Plans to be first submitted to and approved by the Agent as provided in Section 9 hereof. The Borrower shall pay all costs of such Restoration to the extent the Award is not made available or is insufficient.

Condemnation and Eminent Domain. (a) Any and all awards (the “Awards”) in excess of $500,000.00 250,000.00 heretofore or hereafter made or to be made to the Borrower (or any subsequent owner of the PremisesProperty, or any part thereof) by any governmental or other lawful authority for the taking, by condemnation or eminent domain, of all or any part of the Premises 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), are hereby assigned by the Borrower to the Administrative Agent, which Awards the Administrative Agent is hereby authorized to collect and receive from the condemnation authorities, and the Administrative Agent is hereby authorized to appear in and prosecute, in the name of and on behalf of the Borrower, any action or proceeding to enforce any such cause of action in which an award in excess of $500,000.00 250,000.00 is sought and to make any compromise or settlement in connection therewith and to give appropriate receipts and acquittance therefor in the name and in behalf of the Borrower. The Borrower shall give the Administrative Agent immediate notice of the actual or threatened commencement of any condemnation or eminent domain proceedings affecting all or any part of the Premises Property and shall deliver to the Administrative Agent copies of any and all papers served in connection with any such proceedings. All reasonable costs and expenses incurred by the Administrative Agent in the adjustment and collection of any such Awards (including without limitation reasonable attorneys’ fees and expenses) shall be so much additional DebtObligations, and shall be reimbursed with interest thereon to the Administrative Agent from any Award prior to any other application thereof. The Borrower further agrees to make, execute and deliver to the Administrative Agent, at any time upon request, free, clear, and discharged of any encumbrance of any kind whatsoever (other than Permitted Encumbrances), any and all further assignments and other instruments deemed necessary by the Administrative Agent for the purpose of validly and sufficiently assigning all Awards in excess of $500,000.00 250,000.00 and other compensation heretofore and hereafter made to the Borrower for any permanent taking, under any such proceeding. (b) The proceeds of any Award received by the Administrative Agent under the provisions of this Mortgage Agreement or any instrument supplemental hereto shall be be, subject to Section 9.3(c) below, applied by the Administrative Agent at its option as and for a prepayment of the DebtObligations, without a prepayment fee (whether or not the same is then due or otherwise adequately secured), or shall be disbursed for Restoration of the PremisesProperty or any portion thereof, in which event the Administrative Agent shall not be obligated to supervise Restoration work nor shall the amount so released or used be deemed a payment of the DebtObligations; provided, however, that if any Award is applied by Administrative Agent to the Obligations, Borrower may, in its sole and absolute discretion, prepay the entire unpaid balance of the Obligations, without a prepayment fee (whether or not the same is then due or otherwise adequately secured). If Administrative Agent elects to permit the use of the proceeds of an Award to restore such improvements the Property or any portion thereof, it may do all necessary acts to accomplish that purpose, including advancing additional funds, all such additional funds to constitute part of the DebtObligations. If Administrative Agent elects to make the proceeds of an Award available to Borrower for the purpose of effecting the Restoration, or, following an Event of Default, elects to restore such improvementsImprovements, any excess of such proceeds above the amount necessary to complete the Restoration shall be applied as and for a prepayment of the DebtObligations, without a prepayment fee or premium. No interest shall be payable to Borrower upon such proceeds held by Administrative Agent. (c) Notwithstanding the provisions of subsection 8(bSection 9.3(b) above, Administrative Agent agrees to allow the Award to be disbursed for Restoration provided: (i) all conditions to the use of casualty proceeds under subsection 7(dSection 9.2(d) have been satisfied, and (ii) the condemnation, in the judgment of Administrative Agent, shall have no material adverse effect on the operation or value of the Premises Property remaining after the condemnation is completed, and (iii) Borrower shall have satisfied such other conditions as Administrative Agent may in good faith determine to be appropriate. (d) So long as any Debt Obligations shall be outstanding and unpaid, and whether or not Awards are available or sufficient therefor, the Borrower shall promptly commence and complete, or cause to be commenced and completed, with all reasonable diligence the Restoration of the portion of the Premises Property not so taken as nearly as possible to the same value, condition and character, which existed immediately prior to such taking in compliance with all legal requirements. Any Restoration of the Premises Property involving costs in excess of $500,000.00 250,000.00 shall be effected in accordance with Restoration Plans to be first submitted to and approved by the Administrative Agent as provided in Section 9 9.4(c) hereof. The Borrower shall pay all costs of such Restoration to the extent the Award is not made available or is insufficient.

Condemnation and Eminent Domain. (a) Any and all awards (the “Awards”) in excess of $500,000.00 100,000.00 heretofore or hereafter made or to be made to the Borrower (or any subsequent owner of the PremisesProperty, or any part thereof) by any governmental or other lawful authority for the taking, by condemnation or eminent domain, of all or any part of the Premises 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), are hereby assigned by the Borrower to the AgentLender, which Awards the Agent Lender is hereby authorized to collect and receive from the condemnation authorities, and the Agent Lender is hereby authorized to appear in and prosecute, in the name of and on behalf of the Borrower, any action or proceeding to enforce any such cause of action in which an award in excess of $500,000.00 100,000.00 is sought and to make any compromise or settlement in connection therewith and to give appropriate receipts and acquittance therefor in the name and in behalf of the Borrower. The Borrower shall give the Agent Lender immediate notice of the actual or threatened commencement of any condemnation or eminent domain proceedings affecting all or any part of the Premises Property and shall deliver to the Agent Lender copies of any and all papers served in connection with any such proceedings. All reasonable costs and expenses incurred by the Agent Lender in the adjustment and collection of any such Awards (including without limitation reasonable attorneys’ fees and expenses) shall be so much additional DebtIndebtedness, and shall be reimbursed with interest thereon to the Agent Lender from any Award prior to any other application thereof. The Borrower further agrees to make, execute and deliver to the AgentLender, at any time upon request, free, clear, and discharged of any encumbrance of any kind whatsoever (other than Permitted Encumbrances), any and all further assignments and other instruments deemed necessary by the Agent Lender for the purpose of validly and sufficiently assigning all Awards in excess of $500,000.00 100,000.00 and other compensation heretofore and hereafter made to the Borrower for any permanent taking, under any such proceeding. (b) The proceeds of any Award received by the Agent Lender under the provisions of this Mortgage Agreement or any instrument supplemental hereto shall be applied by the Agent Lender at its option as and for a prepayment of the DebtIndebtedness, without a prepayment fee (whether or not the same is then due or otherwise adequately secured), or shall be disbursed for Restoration of the PremisesProperty or any portion thereof, in which event the Agent Lender shall not be obligated to supervise Restoration work nor shall the amount so released or used be deemed a payment of the DebtIndebtedness. If Agent Lender elects to permit the use of the proceeds of an Award to restore such improvements the Property or any portion thereof, it may do all necessary acts to accomplish that purpose, including advancing additional funds, all such additional funds to constitute part of the DebtIndebtedness. If Agent Lender elects to make the proceeds of an Award available to Borrower for the purpose of effecting the Restoration, or, following an Event of Default, elects to restore such improvementsImprovements, any excess of such proceeds above the amount necessary to complete the Restoration shall be applied as and for a prepayment of the DebtIndebtedness, without a prepayment fee or premium. No interest shall be payable to Borrower upon such proceeds held by AgentLender. (c) Notwithstanding the provisions of subsection 8(bSection 10.3(b) above, Agent Lender agrees to allow the Award to be disbursed for Restoration provided: (i) all conditions to the use of casualty proceeds under subsection 7(dSection 10.2(d) have been satisfied, and (ii) the condemnation, in the judgment of AgentLender, shall have no material adverse effect on the operation or value of the Premises Property remaining after the condemnation is completed, and (iii) Borrower shall have satisfied such other conditions as Lender may in good faith determine to be appropriate. (d) So long as any Debt Indebtedness shall be outstanding and unpaid, and whether or not Awards are available or sufficient therefor, the Borrower shall promptly commence and complete, or cause to be commenced and completed, with all reasonable diligence the Restoration of the portion of the Premises Property not so taken as nearly as possible to the same value, condition and character, which existed immediately prior to such taking in compliance with all legal requirements. Any Restoration of the Premises Property involving costs in excess of $500,000.00 400,000.00 shall be effected in accordance with Restoration Plans to be first submitted to and approved by the Agent Lender as provided in Section 9 10.4 hereof. The Borrower shall pay all costs of such Restoration to the extent the Award is not made available or is insufficient.

Condemnation and Eminent Domain. (a) Any and all awards (the “Awards”) in excess of $500,000.00 250,000.00 heretofore or hereafter made or to be made to the Borrower (or any subsequent owner of the PremisesProperty, or any part thereof) by any governmental or other lawful authority for the taking, by condemnation or eminent domain, of all or any part of the Premises 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), are hereby assigned by the Borrower Bxxxxxxx to the Administrative Agent, which Awards the Administrative Agent is hereby authorized to collect and receive from the condemnation authorities, and the Administrative Agent is hereby authorized to appear in and prosecute, in the name of and on behalf of the Borrower, any action or proceeding to enforce any such cause of action in which an award in excess of $500,000.00 250,000.00 is sought and to make any compromise or settlement in connection therewith and to give appropriate receipts and acquittance therefor in the name and in behalf of the BorrowerBxxxxxxx. The Borrower shall give the Administrative Agent immediate notice of the actual or threatened commencement of any condemnation or eminent domain proceedings affecting all or any part of the Premises Property and shall deliver to the Administrative Agent copies of any and all papers served in connection with any such proceedings. All reasonable costs and expenses incurred by the Administrative Agent in the adjustment and collection of any such Awards (including without limitation reasonable attorneys’ fees and expenses) shall be so much additional DebtObligations, and shall be reimbursed with interest thereon to the Administrative Agent from any Award prior to any other application thereof. The Borrower Bxxxxxxx further agrees to make, execute and deliver to the Administrative Agent, at any time upon request, free, clear, and discharged of any encumbrance of any kind whatsoever (other than Permitted Encumbrances), any and all further assignments and other instruments deemed necessary by the Administrative Agent for the purpose of validly and sufficiently assigning all Awards in excess of $500,000.00 250,000.00 and other compensation heretofore and hereafter made to the Borrower for any permanent taking, under any such proceeding. (b) The proceeds of any Award received by the Administrative Agent under the provisions of this Mortgage Agreement or any instrument supplemental hereto shall be be, subject to Section 9.3(c) below, applied by the Administrative Agent at its option as and for a prepayment of the DebtObligations, without a prepayment fee (whether or not the same is then due or otherwise adequately secured), or shall be disbursed for Restoration of the PremisesProperty or any portion thereof, in which event the Administrative Agent shall not be obligated to supervise Restoration work nor shall the amount so released or used be deemed a payment of the DebtObligations; provided, however, that if any Award is applied by Administrative Agent to the Obligations, Borrower may, in its sole and absolute discretion, prepay the entire unpaid balance of the Obligations, without a prepayment fee (whether or not the same is then due or otherwise adequately secured). If Administrative Agent elects to permit the use of the proceeds of an Award to restore such improvements the Property or any portion thereof, it may do all necessary acts to accomplish that purpose, including advancing additional funds, all such additional funds to constitute part of the DebtObligations. If Administrative Agent elects to make the proceeds of an Award available to Borrower for the purpose of effecting the Restoration, or, following an Event of Default, elects to restore such improvementsImprovements, any excess of such proceeds above the amount necessary to complete the Restoration shall be applied as and for a prepayment of the DebtObligations, without a prepayment fee or premium. No interest shall be payable to Borrower upon such proceeds held by Administrative Agent. (c) Notwithstanding the provisions of subsection 8(bSection 9.3(b) above, Administrative Agent agrees to allow the Award to be disbursed for Restoration provided: (i) all conditions to the use of casualty proceeds under subsection 7(dSection 9.2(d) have been satisfied, and (ii) the condemnation, in the judgment of Administrative Agent, shall have no material adverse effect on the operation or value of the Premises Property remaining after the condemnation is completed, and (iii) Borrower shall have satisfied such other conditions as Administrative Agent may in good faith determine to be appropriate. (d) So long as any Debt Obligations shall be outstanding and unpaid, and whether or not Awards are available or sufficient therefor, the Borrower shall promptly commence and complete, or cause to be commenced and completed, with all reasonable diligence the Restoration of the portion of the Premises Property not so taken as nearly as possible to the same value, condition and character, which existed immediately prior to such taking in compliance with all legal requirements. Any Restoration of the Premises Property involving costs in excess of $500,000.00 250,000.00 shall be effected in accordance with Restoration Plans to be first submitted to and approved by the Administrative Agent as provided in Section 9 9.4(c) hereof. The Borrower shall pay all costs of such Restoration to the extent the Award is not made available or is insufficient.

Condemnation and Eminent Domain. (a) Any and all awards (the “Awards”) in excess of $500,000.00 1,000,000 heretofore or hereafter made or to be made to the Borrower (or any subsequent owner of the PremisesProperty, or any part thereof) by any governmental or other lawful authority for the taking, by condemnation or eminent domain, of all or any part of the Premises 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), are hereby assigned by the Borrower to the AgentLender, which Awards the Agent Lender is hereby authorized to collect and receive from the condemnation authorities, and the Agent Lender is hereby authorized to appear in and prosecute, in the name of and on behalf of the Borrower, any action or proceeding to enforce any such cause of action in which an award in excess of $500,000.00 1,000,000 is sought and to make any compromise or settlement in connection therewith and to give appropriate receipts and acquittance therefor in the name and in behalf of the Borrower; provided, however, that Borrower may collect and receive all Awards equal to or less than $1,000,000 without participation by, or payment to, Lender in respect of such Award. The Borrower shall give the Agent Lender immediate notice of the actual or threatened commencement of any condemnation or eminent domain proceedings affecting all or any part of the Premises Property and shall deliver to the Agent Lender copies of any and all papers served in connection with any such proceedings. All reasonable costs and expenses incurred by the Agent Lender in the adjustment and collection of any such Awards (including without limitation reasonable attorneys’ fees and expenses) shall be so much additional DebtIndebtedness, and shall be reimbursed with interest thereon to the Agent Lender from any Award prior to any other application thereof. The Borrower further agrees to make, execute and deliver to the AgentLender, at any time upon request, free, clear, and discharged of any encumbrance of any kind whatsoever (other than Permitted Encumbrances), any and all further assignments and other instruments deemed necessary by the Agent Lender for the purpose of validly and sufficiently assigning all Awards in excess of $500,000.00 1,000,000 and other compensation heretofore and hereafter made to the Borrower for any permanent taking, under any such proceeding. (b) The proceeds of any Award received by the Agent Lender under the provisions of this Mortgage Agreement or any instrument supplemental hereto shall be applied by the Agent Lender at its option as and for a prepayment of the Debt, without a prepayment fee or Yield Maintenance Premium (whether or not the same is then due or otherwise adequately secured), or shall be disbursed for Restoration of the PremisesProperty or any portion thereof, in which event the Agent Lender shall not be obligated to supervise Restoration work nor shall the amount so released or used be deemed a payment of the Debt. If Agent Lender elects to permit the use of the proceeds of an Award to restore such improvements the Property or any portion thereof, it may do all necessary acts to accomplish that purpose, including advancing additional funds, all such additional funds to constitute part of the Debt. If Agent Lender elects to make the proceeds of an Award available to Borrower for the purpose of effecting the Restoration, or, following during the existence of an Event of Default, elects to restore such improvementsImprovements, any excess of such proceeds above the amount necessary to complete the Restoration shall be applied as and for a prepayment of the Debt, without a prepayment fee or premium. No interest shall be payable to Borrower upon such proceeds held by AgentLender. (c) Notwithstanding the provisions of subsection 8(bSection 10.3(b) above, Agent Lender agrees to allow the Award to be disbursed for Restoration provided: (i) all conditions to the use of casualty proceeds under subsection 7(dSection 10.2(d) have been satisfied, and (ii) the condemnation, in the judgment of AgentLender, shall have no material adverse effect on the operation or value of the Premises Property remaining after the condemnation is completed, and (iii) Borrower shall have satisfied such other conditions as Lender may in good faith determine to be appropriate. (d) So long as any Debt Indebtedness shall be outstanding and unpaid, and whether or not Awards are available or sufficient therefor, the Borrower shall promptly commence and complete, or cause to be commenced and completed, with all reasonable diligence the Restoration of the portion of the Premises Property not so taken as nearly as possible to the same value, condition and character, which existed immediately prior to such taking in compliance with all legal requirements. Any Restoration of the Premises Property involving costs in excess of $500,000.00 1,000,000 shall be effected in accordance with Restoration Plans to be first submitted to and approved by the Agent Lender as provided in Section 9 10.4 hereof. The Borrower shall pay all costs of such Restoration to the extent the Award is not made available or is insufficient.

Condemnation and Eminent Domain. (a) Any and all awards (the “Awards”) in excess of $500,000.00 400,000.00 heretofore or hereafter made or to be made to the Borrower (or any subsequent owner of the PremisesProperty, or any part thereof) by any governmental or other lawful authority for the taking, by condemnation or eminent domain, of all or any part of the Premises 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), are hereby assigned by the Borrower to the AgentLender, which Awards the Agent Lender is hereby authorized to collect and receive from the condemnation authorities, and the Agent Lender is hereby authorized to appear in and prosecute, in the name of and on behalf of the Borrower, any action or proceeding to enforce any such cause of action in which an award in excess of $500,000.00 400,000.00 is sought and to make any compromise or settlement in connection therewith and to give appropriate receipts and acquittance therefor in the name and in behalf of the Borrower. The Borrower shall give the Agent Lender immediate notice of the actual or threatened commencement of any condemnation or eminent domain proceedings affecting all or any part of the Premises Property after Borrower has knowledge of same and shall deliver to the Agent Lender copies of any and all papers served in connection with any such proceedings. All reasonable costs and expenses incurred by the Agent Lender in the adjustment and collection of any such Awards (including without limitation reasonable attorneys’ fees and expenses) shall be so much additional DebtObligations, and shall be reimbursed with interest thereon to the Agent Lender from any Award prior to any other application thereof. The Borrower further agrees to make, execute and deliver to the AgentLender, at any time upon request, free, clear, and discharged of any encumbrance of any kind whatsoever (other than Permitted Encumbrances), any and all further assignments and other instruments deemed necessary by the Agent Lender for the purpose of validly and sufficiently assigning all Awards in excess of $500,000.00 400,000.00 and other compensation heretofore and hereafter made to the Borrower for any permanent taking, under any such proceeding. (b) The proceeds of any Award received by the Agent Lender under the provisions of this Mortgage Agreement or any instrument supplemental hereto shall be applied by the Agent Lender at its option as and for a prepayment of the DebtObligations, without a prepayment fee (whether or not the same is then due or otherwise adequately secured), or shall be disbursed for Restoration of the PremisesProperty or any portion thereof, in which event the Agent Lender shall not be obligated to supervise Restoration work nor shall the amount so released or used be deemed a payment of the DebtObligations. If Agent Lender elects to permit the use of the proceeds of an Award to restore such improvements the Property or any portion thereof, it may do all necessary acts to accomplish that purpose, including advancing additional funds, all such additional funds to constitute part of the DebtObligations. If Agent Lender elects to make the proceeds of an Award available to Borrower for the purpose of effecting the Restoration, or, following an Event of Default, elects to restore such improvementsImprovements, any excess of such proceeds above the amount necessary to complete the Restoration shall be applied as and for a prepayment of the DebtObligations, without a prepayment fee or premium. No interest shall be payable to Borrower upon such proceeds held by AgentLender. (c) Notwithstanding the provisions of subsection 8(b) above, Agent agrees to allow the Award to be disbursed for Restoration provided: (i) all conditions to the use of casualty proceeds under subsection 7(d) have been satisfied, and (ii) the condemnation, in the judgment of Agent, shall have no material adverse effect on the operation or value of the Premises remaining after the condemnation is completed. (d) So long as any Debt shall be outstanding and unpaid, and whether or not Awards are available or sufficient therefor, the Borrower shall promptly commence and complete, or cause to be commenced and completed, with all reasonable diligence the Restoration of the portion of the Premises not so taken as nearly as possible to the same value, condition and character, which existed immediately prior to such taking in compliance with all legal requirements. Any Restoration of the Premises involving costs in excess of $500,000.00 shall be effected in accordance with Restoration Plans to be first submitted to and approved by the Agent as provided in Section 9 hereof. The Borrower shall pay all costs of such Restoration to the extent the Award is not made available or is insufficient.

Condemnation and Eminent Domain. (a) Any and all awards (the “"Awards”") in excess of $500,000.00 heretofore or hereafter made or to be made to the Borrower (or any subsequent owner of the Premises, or any part thereof) by any governmental or other lawful authority Governmental Authority for the taking, taking by condemnation or eminent domain, of all or any part of the Premises (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 the Borrower to the AgentLender, which Awards the Agent is Lender hereby authorized to collect and receive from the condemnation authorities, and the Agent . Lender is hereby authorized to appear in and prosecute, in the name of and on behalf of the Borrower, any action or proceeding to enforce any such cause of action in which an award in excess of $500,000.00 is sought and to make any compromise or settlement in connection therewith and to give appropriate receipts and acquittance acquaintances therefor in the name and in behalf of the Borrower hereby appoints Lender Borrower's attorney-in-fact, coupled with an interest, to collect such Awards. The Borrower shall give the Agent immediate Lender prompt notice of the actual or threatened commencement of any condemnation or eminent domain proceedings affecting all or any part of the Premises and shall deliver to the Agent Lender copies of any and all papers served in connection with any such proceedings. All reasonable costs and expenses incurred by the Agent in the adjustment and collection of any such Awards (including without limitation reasonable attorneys’ fees and expenses) shall be so much additional Debt, and shall be reimbursed to the Agent from any Award prior to any other application thereof. The Borrower further agrees to make, execute and deliver to the Agent77 Lender, at any time upon request, free, clear, clear and discharged of any encumbrance of any kind whatsoever (other than Permitted Encumbrances)whatsoever, any and all further assignments and other instruments deemed reasonably necessary by the Agent Lender for the purpose of validly and sufficiently assigning all Awards in excess of $500,000.00 and other compensation heretofore and hereafter made to the Borrower for upon any taking, either permanent takingor temporary, under any such proceedingproceeding and all proceeds paid from a sale in lieu of such taking, and to facilitate Lender's collection and receipt of the same. If notwithstanding the foregoing provisions any Award or other compensation described above is nonetheless paid to Borrower, Borrower shall hold such monies in trust for the benefit of Lender and shall immediately pay the same to Lender. The expenses incurred by Lender in the collection and administration of any Award (or any other compensation or proceeds described above), including, without limitation, reasonable attorneys' fees and disbursements, shall be additional Obligations, and shall be reimbursed to Lender upon demand or, at Lender's option, in the event and to the extent sufficient proceeds are available, shall be deducted by Lender from said proceeds prior to any other application hereof. Borrower may not 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 Lender. Notwithstanding any taking (including, without limitation, any transfer made in lieu of such taking), Borrower shall continue to pay the Loan with interest thereon at the time and in the manner provided for in the Note and the other Loan Documents and the 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 Lender to such Obligations and then only to such extent. Borrower 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 Note. (b) The proceeds In the event of any Award received by partial taking of the Agent under the provisions of this Mortgage Premises or any instrument supplemental hereto shall interest in the Premises (or transfer in lieu thereof) which in the reasonable judgment of Lender leaves the Premises (after taking into account any Restoration to be applied by the Agent at its option performed) as an architectural and for a prepayment economic unit of the Debt, without a prepayment fee (whether or same character and not materially less valuable than the same is then due or otherwise adequately secured)was prior to the taking, or provided no Event of Default shall be disbursed for have occurred, and (i) in Lender's reasonable judgment the cost of Restoration of the Premises, in which event the Agent shall not be obligated to supervise Restoration work nor shall the amount so released or used be deemed a payment of the Debt. If Agent elects to permit the use of the proceeds of an Award to restore such improvements it may do all necessary acts to accomplish that purpose, including advancing additional funds, all such additional funds to constitute part of the Debt. If Agent elects to make the proceeds of an Award available to Borrower for the purpose of effecting the Restoration, or, following an Event of Default, elects to restore such improvements, any excess of such proceeds above the amount necessary to complete the Restoration shall be applied as and for a prepayment of the Debt, without a prepayment fee or premium. No interest shall be payable to Borrower upon such proceeds held by Agent. (c) Notwithstanding the provisions of subsection 8(b) above, Agent agrees to allow the Award to be disbursed for Restoration provided: (i) all conditions to the use of casualty proceeds under subsection 7(d) have been satisfied, Premises is less than $100,000.00 and (ii) the condemnationsuch Restoration can be completed in less than ninety (90) Business Days but, in no event, beyond the judgment of AgentMaturity Date, shall have no material adverse effect on then the operation or value of the Premises remaining Award and other compensation paid in connection therewith (after the condemnation is completed. (ddeducting Lender's reasonable fees as provided in Section 5.7(a) So long as any Debt hereof) shall be outstanding and unpaid, and whether or not Awards are available or sufficient therefor, applied to reimburse Borrower for the Borrower shall promptly commence and complete, or cause to be commenced and completed, with all reasonable diligence the Restoration cost of the portion of the Premises not so taken as nearly as possible to the same value, condition and character, which existed immediately prior to such taking in compliance with all legal requirements. Any Restoration of the Premises involving costs and Borrower shall effect such Restoration of the Premises and such Award and other compensation paid in excess of $500,000.00 shall be effected in accordance with Restoration Plans to be first submitted to and approved by the Agent connection therewith (after deducting Lender's reasonable fees as provided in Section 9 5.7(a) hereof. The Borrower ) shall pay all costs be disbursed in the same manner, and subject to the same limitations, as provided in Section 5.6(g) hereof for the application of proceeds of Required Insurance; provided, however, that any surplus after payment of such cost of Restoration shall, at the election of Lender, be applied against the Obligations, in such order and manner as Lender shall elect. In the event of any taking (or transfer in lieu thereof), other than a taking (or transfer in lieu thereof) under which the Award (or other compensation) is required to be applied to Restoration as provided in the immediately preceding sentence, then, any Award (and related compensation) shall be applied, at Lender's election in its sole discretion either (A) to the extent cost of Restoration as provided in the Award is not made available immediately preceding sentence or is insufficient(B) against the Obligations in such order or manner as Lender shall elect.

Condemnation and Eminent Domain. (a) Any and all awards (the “Awards”) in excess of $500,000.00 100,000 heretofore or hereafter made or to be made to the Borrower (or any subsequent owner of the PremisesProperty, or any part thereof) by any governmental or other lawful authority for the taking, by condemnation or eminent domain, of all or any part of the Premises 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), are hereby assigned by the Borrower to the AgentLender, which Awards the Agent Lender is hereby authorized to collect and receive from the condemnation authorities, and the Agent Lender is hereby authorized to appear in and prosecute, in the name of and on behalf of the Borrower, any action or proceeding to enforce any such cause of action in which an award in excess of $500,000.00 100,000 is sought and to make any compromise or settlement in connection therewith and to give appropriate receipts and acquittance therefor in the name and in behalf of the Borrower. The Borrower shall give the Agent Lender immediate notice of the actual or threatened commencement of any condemnation or eminent domain proceedings affecting all or any part of the Premises Property and shall deliver to the Agent Lender copies of any and all papers served in connection with any such proceedings. All reasonable costs and expenses incurred by the Agent Lender in the adjustment and collection of any such Awards (including without limitation reasonable attorneys’ fees and expenses) shall be so much additional DebtIndebtedness, and shall be reimbursed with interest thereon to the Agent Lender from any Award prior to any other application thereof. The Borrower further agrees to make, execute and deliver to the AgentLender, at any time upon request, free, clear, and discharged of any encumbrance of any kind whatsoever (other than Permitted Encumbrances), any and all further assignments and other instruments deemed necessary by the Agent Lender for the purpose of validly and sufficiently assigning all Awards in excess of $500,000.00 100,000 and other compensation heretofore and hereafter made to the Borrower for any permanent taking, under any such proceeding. (b) The proceeds of any Award received by the Agent Lender under the provisions of this Mortgage Agreement or any instrument supplemental hereto shall be applied by the Agent Lender at its option as and for a prepayment of the DebtIndebtedness, without a prepayment fee (whether or not the same is then due or otherwise adequately secured), or shall be disbursed for Restoration of the PremisesProperty or any portion thereof, in which event the Agent Lender shall not be obligated to supervise Restoration work nor shall the amount so released or used be deemed a payment of the DebtIndebtedness. If Agent Lender elects to permit the use of the proceeds of an Award to restore such improvements the Property or any portion thereof, it may do all necessary acts to accomplish that purpose, including advancing additional funds, all such additional funds to constitute part of the DebtIndebtedness. If Agent Lender elects to make the proceeds of an Award available to Borrower for the purpose of effecting the Restoration, or, following an Event of Default, elects to restore such improvementsImprovements, any excess of such proceeds above the amount necessary to complete the Restoration shall be applied as and for a prepayment of the DebtIndebtedness, without a prepayment fee or premium. No interest shall be payable to Borrower upon such proceeds held by AgentLender. (c) Notwithstanding the provisions of subsection 8(bSection 10.3(b) above, Agent Lender agrees to allow the Award to be disbursed for Restoration provided: (i) all conditions to the use of casualty proceeds under subsection 7(dSection 10.2(d) have been satisfied, and (ii) the condemnation, in the judgment of AgentLender, shall have no material adverse effect on the operation or value of the Premises Property remaining after the condemnation is completed, and (iii) Borrower shall have satisfied such other conditions as Lender may in good faith determine to be appropriate. (d) So long as any Debt Indebtedness shall be outstanding and unpaid, and whether or not Awards are available under Section 10.3(c) hereof, or sufficient therefor, the Borrower shall promptly commence and complete, or cause to be commenced and completed, with all reasonable diligence the Restoration of the portion of the Premises Property not so taken as nearly as possible to the same value, condition and character, which existed immediately prior to such taking in compliance with all legal requirements. Any Restoration of the Premises Property involving costs in excess of $500,000.00 100,000 shall be effected in accordance with Restoration Plans to be first submitted to and approved by the Agent Lender as provided in Section 9 10.4 hereof. The Borrower shall pay all costs of such Restoration to the extent the Award is not made available or is insufficient.

Condemnation and Eminent Domain. (a) Any and all awards (the “Awards”) in excess of $500,000.00 250,000.00 heretofore or hereafter made or to be made to the Borrower (or any subsequent owner of the PremisesProperty, or any part thereof) by any governmental or other lawful authority for the taking, by condemnation or eminent domain, of all or any part of the Premises 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), are hereby assigned by the Borrower to the Administrative Agent, which Awards the Administrative Agent is hereby authorized to collect and receive from the condemnation authorities, and the Administrative Agent is hereby authorized to appear in and prosecute, in the name of and on behalf of the Borrower, any action or proceeding to enforce any such cause of action in which an award in excess of $500,000.00 250,000.00 is sought and to make any compromise or settlement in connection therewith and to give appropriate receipts and acquittance therefor in the name and in behalf of the Borrower. The Borrower shall give the Administrative Agent immediate notice of the actual or threatened commencement of any condemnation or eminent domain proceedings affecting all or any part of the Premises Property and shall deliver to the Administrative Agent copies of any and all papers served in connection with any such proceedings. All reasonable costs and expenses incurred by the Administrative Agent in the adjustment and collection of any such Awards (including without limitation reasonable attorneys’ fees and expenses) shall be so much additional DebtObligations, and shall be reimbursed with interest thereon to the Administrative Agent from any Award prior to any other application thereof. The Borrower further agrees to make, execute and deliver to the Administrative Agent, at any time upon request, free, clear, and discharged of any encumbrance of any kind whatsoever (other than Permitted Encumbrances), any and all further assignments and other instruments deemed necessary by the Administrative Agent for the purpose of validly and sufficiently assigning all Awards in excess of $500,000.00 250,000.00 and other compensation heretofore and hereafter made to the Borrower for any permanent taking, under any such proceeding. (b) The proceeds of any Award received by the Administrative Agent under the provisions of this Mortgage Agreement or any instrument supplemental hereto shall be be, subject to Section 9.3(c) below, applied by the Administrative Agent at its option as and for a prepayment of the DebtObligations, without a prepayment fee (whether or not the same is then due or otherwise adequately secured), or shall be disbursed for Restoration of the PremisesProperty or any portion thereof, in which event the Administrative Agent shall not be obligated to supervise Restoration work nor shall the amount so released or used be deemed a payment of the DebtObligations; provided, however, that if any Award is applied by the Administrative Agent to the Obligations, Borrower may, in its sole and absolute discretion, prepay the entire unpaid balance of the Obligations, without a prepayment fee (whether or not the same is then due or otherwise adequately secured). If Administrative Agent elects to permit the use of the proceeds of an Award to restore such improvements the Property or any portion thereof, it may do all necessary acts to accomplish that purpose, including advancing additional funds, all such additional funds to constitute part of the DebtObligations. If Administrative Agent elects to make the proceeds of an Award available to Borrower for the purpose of effecting the Restoration, or, following an Event of Default, elects to restore such improvementsImprovements, any excess of such proceeds above the amount necessary to complete the Restoration shall be applied as and for a prepayment of the DebtObligations, without a prepayment fee or premium. No interest shall be payable to Borrower upon such proceeds held by Administrative Agent. (c) Notwithstanding the provisions of subsection 8(bSection 9.3(b) above, Administrative Agent agrees to allow the Award to be disbursed for Restoration provided: (i) all conditions to the use of casualty proceeds under subsection 7(dSection 9.2(d) have been satisfied, and (ii) the condemnation, in the judgment of Administrative Agent, shall have no material adverse effect on the operation or value of the Premises Property remaining after the condemnation is completed, and (iii) Borrower shall have satisfied such other conditions as Administrative Agent may in good faith determine to be appropriate. (d) So long as any Debt Obligations shall be outstanding and unpaid, and whether or not Awards are available or sufficient therefor, the Borrower shall promptly commence and complete, or cause to be commenced and completed, with all reasonable diligence the Restoration of the portion of the Premises Property not so taken as nearly as possible to the same value, condition and character, which existed immediately prior to such taking in compliance with all legal requirements. Any Restoration of the Premises Property involving costs in excess of $500,000.00 250,000.00 shall be effected in accordance with Restoration Plans to be first submitted to and approved by the Administrative Agent as provided in Section 9 hereof. The Borrower shall pay all costs of such Restoration to the extent the Award is not made available or is insufficient.in

Condemnation and Eminent Domain. (a) Any and all awards (the “Awards”) in excess of $500,000.00 heretofore or hereafter made or to be made to the Borrower (present, or any subsequent subsequent, owner of the PremisesMortgaged Property, or any part thereof) by any governmental or other lawful authority for the taking, by condemnation or eminent domain, of all or any part of the Premises 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 therefortherefore, the ascertainment of the amount thereto, and the issuance of a warrant for payment thereof), are hereby assigned by the Borrower Mortgagor to the AgentLender, which Awards the Agent awards Lender is hereby authorized to collect and receive from the condemnation authoritiesauthorities after consultation with Mortgagor, and the Agent Lender is hereby authorized to appear in and prosecute, in the name of and on behalf of the Borrower, any action or proceeding to enforce any such cause of action in which an award in excess of $500,000.00 is sought and to make any compromise or settlement in connection therewith and to give appropriate receipts and acquittance therefor in the name and in behalf of the Borroweracquittances therefore. The Borrower Mortgagor shall give the Agent Lender immediate notice of the actual or threatened commencement of any condemnation or eminent domain proceedings affecting all or any part of the Premises Premises, or any easement thereon or appurtenance thereof (including severance of, consequential damage to, or change in grade of streets), and shall deliver to the Agent Lender copies of any and all papers served in connection with any such proceedings. All reasonable costs and expenses incurred by the Agent in the adjustment and collection of any such Awards (including without limitation reasonable attorneys’ fees and expenses) shall be so much additional Debt, and shall be reimbursed to the Agent from any Award prior to any other application thereof. The Borrower Mortgagor further agrees to make, execute execute, and deliver to the AgentLender, at any time upon request, free, clear, and discharged of any encumbrance of any kind whatsoever (other than Permitted Encumbrances)whatsoever, any and all further assignments and other instruments deemed necessary by the Agent Lender for the purpose of validly and sufficiently assigning all Awards in excess of $500,000.00 awards and other compensation heretofore and hereafter made to the Borrower Mortgagor for any taking, either permanent takingor temporary, under any such proceeding. (b) The proceeds of . At Lender’s option, any Award received by the Agent under the provisions of this Mortgage or any instrument supplemental hereto shall such award may be applied by to restoring the Agent at its option as and for a prepayment of the Debt, without a prepayment fee (whether or not the same is then due or otherwise adequately secured), or shall be disbursed for Restoration of the Premisesimprovements, in which event the Agent same shall not be obligated paid out in the same manner as is provided with respect to supervise Restoration work nor shall insurance proceeds in Paragraph 3.5(a) hereof. Notwithstanding anything in Section 3.5 and 3.6 to the amount so released contrary, in the event of any casualty to or used be deemed a payment any condemnation of the Debt. If Agent elects to permit the use of the proceeds of an Award to restore such improvements it may do all necessary acts to accomplish that purpose, including advancing additional funds, all such additional funds to constitute part of the Debt. If Agent elects Mortgaged Property, Lender agrees to make available the Insurance Payment or condemnation proceeds of an Award available to Borrower for the purpose of effecting the Restoration, or, following an Event of Default, elects to restore such improvements, any excess of such proceeds above the amount necessary to complete the Restoration shall be applied as and for a prepayment restoration of the Debt, without a prepayment fee or premium. No interest shall be payable to Borrower upon such proceeds held by Agent. (c) Notwithstanding the provisions of subsection 8(b) above, Agent agrees to allow the Award to be disbursed for Restoration provided: Mortgaged Property if (i) no Default exists, (ii) all conditions 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 is sufficient to pay the use full and complete costs of casualty 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 under subsection 7(davailable 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) have been satisfiedin Lender’s reasonable determination, the Mortgaged Property can be restored to an architecturally viable project in compliance with applicable laws, and (iiv) in Lender’s reasonable determination, such restoration is likely to be completed not later than three (3) months prior to the condemnation, maturity date set forth in the judgment of Agent, shall have no material adverse effect on the operation or value of the Premises remaining after the condemnation is completedNote. (d) So long as any Debt shall be outstanding and unpaid, and whether or not Awards are available or sufficient therefor, the Borrower shall promptly commence and complete, or cause to be commenced and completed, with all reasonable diligence the Restoration of the portion of the Premises not so taken as nearly as possible to the same value, condition and character, which existed immediately prior to such taking in compliance with all legal requirements. Any Restoration of the Premises involving costs in excess of $500,000.00 shall be effected in accordance with Restoration Plans to be first submitted to and approved by the Agent as provided in Section 9 hereof. The Borrower shall pay all costs of such Restoration to the extent the Award is not made available or is insufficient.

Condemnation and Eminent Domain. (a) Any and all awards (the “Awards”) in excess of $500,000.00 50,000.00 heretofore or hereafter made or to be made to the a Borrower (or any subsequent owner of the Premisesa Hotel Property, or any part thereof) by any governmental or other lawful authority for the taking, by condemnation or eminent domain, of all or any part of the Premises Hotel 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), are hereby assigned by the each Borrower to the AgentLender, which Awards the Agent Lender is hereby authorized to collect and receive from the condemnation authorities, and the Agent Lender is hereby authorized to appear in and prosecute, in the name of and on behalf of the such Borrower, any action or proceeding to enforce any such cause of action in which an award in excess of $500,000.00 50,000.00 is sought and to make any compromise or settlement in connection therewith and to give appropriate receipts and acquittance therefor in the name and in behalf of the Borrower. The Borrower Borrowers shall give the Agent Lender immediate notice of the actual or threatened commencement of any condemnation or eminent domain proceedings affecting all or any part of the Premises a Hotel Property and shall deliver to the Agent Lender copies of any and all papers served in connection with any such proceedings. All reasonable costs and expenses incurred by the Agent Lender in the adjustment and collection of any such Awards (including without limitation reasonable attorneys’ fees and expenses) shall be so much additional DebtObligations, and shall be reimbursed with interest thereon to the Agent Lender from any Award prior to any other application thereof. The Each Borrower further agrees to make, execute and deliver to the AgentLender, at any time upon request, free, clear, and discharged of any encumbrance of any kind whatsoever (other than Permitted Encumbrances), any and all further assignments and other instruments deemed necessary by the Agent Lender for the purpose of validly and sufficiently assigning all Awards in excess of $500,000.00 50,000.00 and other compensation heretofore and hereafter made to the a Borrower for any permanent taking, under any such proceeding. (b) The proceeds of any Award received by the Agent Lender under the provisions of this Mortgage Agreement or any instrument supplemental hereto shall be (subject to Section 10.3(c) below) applied by the Agent Lender at its option as and for a prepayment of the DebtObligations, without a prepayment fee (whether or not the same is then due or otherwise adequately secured), or shall be disbursed for Restoration of the PremisesHotel Property or any portion thereof, in which event the Agent Lender shall not be obligated to supervise Restoration work nor shall the amount so released or used be deemed a payment of the DebtObligations. If Agent Lender elects to permit the use of the proceeds of an Award to restore such improvements the Hotel Property or any portion thereof, it may do all necessary acts to accomplish that purpose, including advancing additional funds, all such additional funds to constitute part of the DebtObligations. If Agent Lender elects to make the proceeds of an Award available to a Hotel Borrower for the purpose of effecting the Restoration, or, following an Event of Default, elects to restore such improvementsImprovements, any excess of such proceeds above the amount necessary to complete the Restoration shall be applied as and for a prepayment of the DebtObligations, without a prepayment fee or premium. No interest shall be payable to a Borrower upon such proceeds held by AgentLender. (c) Notwithstanding the provisions of subsection 8(bSection 10.3(b) above, Agent Lender agrees to allow the Award to be disbursed for Restoration provided: (i) all conditions to the use of casualty proceeds under subsection 7(dSection 10.2(d) have been satisfied, and (ii) the condemnation, in the judgment of AgentLender, shall have no material adverse effect on the operation or value of the Premises applicable Hotel Property remaining after the condemnation is completed, and (iii) Borrowers shall have satisfied such other conditions as Lender may in good faith determine to be appropriate. (d) So long as any Debt Obligations shall be outstanding and unpaid, and whether or not Awards are available or sufficient therefor, the applicable Hotel Borrower shall promptly commence and complete, or cause to be commenced and completed, with all reasonable diligence the Restoration of the portion of the Premises applicable Hotel Property not so taken as nearly as possible to the same value, condition and character, which existed immediately prior to such taking in compliance with all legal requirements. Any Restoration of the Premises a Hotel Property involving costs in excess of $500,000.00 50,000.00 shall be effected in accordance with Restoration Plans to be first submitted to and approved by the Agent Lender as provided in Section 9 10.4(c) hereof. The Borrower Borrowers shall pay all costs of such Restoration to the extent the Award is not made available or is insufficient.