Common use of Condemnation Awards Clause in Contracts

Condemnation Awards. Borrower shall promptly give Lender written notice of the actual or threatened commencement of any condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Borrower, provided any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. Lender may participate in any such proceeding and Borrower will deliver to Lender all instruments necessary or required by Lender to permit such participation. Without Lender’s prior consent, Borrower (a) shall not agree to any Award, and shall not take any action or (b) fail to take any action which would cause the Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awards, to give proper receipts and acquittances therefor, and, in Lender’s reasonable discretion, to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award is less than or equal to $100,000 and Borrower requests that such proceeds be used for non structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments requested to confirm the assignment of the Awards to Lender, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower shall promptly give immediately notify Lender written notice of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies other taking of the Project or any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Borrower, provided any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable lawportion thereof. Lender may participate in any such proceeding and Borrower will deliver to Lender all instruments necessary or required by Lender to permit such participation. Without Lender’s 's prior consent, Borrower (a1) shall not agree to any Awardcompensation or award, and (2) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards awards and compensation for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awardsawards and compensation (and, if any such award or compensation is paid by check, draft or other negotiable demand instrument made payable to Borrower or to Borrower and Lender jointly, to endorse the same on Borrower's behalf), to give proper receipts and acquittances therefor, and, and in Lender’s reasonable discretion, 's sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award award is less than or equal to $100,000 and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the Award award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments requested to confirm the assignment of the Awards awards and compensation to Lender, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower The Borrowers shall promptly give Lender the Administrative Agent written notice of the actual or threatened commencement of any condemnation or eminent domain proceeding affecting any Borrowing Base Asset (a “Condemnation”) and shall deliver to Lender the Administrative Agent copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Borrowerthe Borrower that owns the affected Borrowing Base Asset, provided regardless of whether any award or compensation (an “Award”) is made available to Borroweravailable, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable lawLaw. Lender The Administrative Agent may participate in any such proceeding and Borrower the Borrowers will deliver to Lender the Administrative Agent all instruments necessary or required by Lender the Administrative Agent to permit such participation. Without Lenderthe Administrative Agent’s prior consent, Borrower the Borrowers (a) shall not agree to any Award, and (b) shall not take any action or (b) fail to take any action which would cause the Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the Project any Borrowing Base Asset or any part thereof are hereby assigned to and shall be paid to Lenderthe Administrative Agent. Borrower authorizes Lender The Administrative Agent is hereby irrevocably appointed as each Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect collect, receive and receive retain any Award and to make any compromise or settlement in connection with any such Awards, Condemnation and to give proper receipts and acquittances therefor, and, and in Lenderthe Administrative Agent’s reasonable discretion, sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Projectaffected Borrowing Base Asset; provided, however, if the Award is less than or equal to $100,000 and Borrower requests the Borrowers request that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationCondemnation, Lender the Administrative Agent will apply the Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. BorrowerThe Borrowers, upon request by Lenderthe Administrative Agent, shall execute all instruments requested to confirm the assignment of the Awards Award to Lenderthe Administrative Agent, free and clear of all liens, charges or encumbrances. Anything herein to the contrary notwithstanding, if a Default or an Event of Default exists, the Administrative Agent is authorized to adjust such Award without the consent of the Borrowers and to collect such Award in the name of the Administrative Agent and the Borrowers.

Condemnation Awards. Lead Borrower shall promptly give Lender written notice immediately notify Administrative Agent of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies other taking of the Project or any and all papers served in connection with such Condemnationportion thereof. Following the occurrence of a Condemnation, Borrower, provided any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. Lender Administrative Agent may participate in any such proceeding and Lead Borrower will deliver to Lender Administrative Agent all instruments necessary or required by Lender Administrative Agent to permit such participation. Without LenderAdministrative Agent’s prior consentconsent (subject to the approval of the Majority Lenders), Borrower (a1) shall not agree to any Awardcompensation or award, and (2) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards awards and compensation for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to LenderAdministrative Agent. Borrower authorizes Lender Administrative Agent to collect and receive such Awardsawards and compensation, to give proper receipts and acquittances therefor, and, and in LenderAdministrative Agent’s reasonable discretion, sole discretion (which Administrative Agent shall exercise at the direction of the Majority Lenders) to apply the same toward the payment of the LoanLoans, notwithstanding that the Loan Loans may not then be due and payable, or to the restoration of the Project; provided, however, if the Award award is less than or equal to $100,000 the Threshold Amount and Borrower requests that such proceeds be used for non structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender Administrative Agent will apply the Award award to such restoration in accordance with disbursement procedures the terms applicable to insurance proceeds provided there exists no Potential Default or Event of Defaultset forth in Section 3.3. Borrower, upon request by LenderAdministrative Agent, shall execute all instruments requested to confirm the assignment of the Awards awards and compensation to LenderAdministrative Agent, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower shall promptly give immediately notify Lender written notice of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies other taking of the Project or any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Borrower, provided any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable lawportion thereof. Lender may participate in any such proceeding and Borrower will deliver to Lender all instruments necessary or required by Lender to permit such participation. Without Lender’s 's prior consent, Borrower (a1) shall not agree to any Awardcompensation or award, and (2) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards awards and compensation for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awardsawards and compensation, to give proper receipts and acquittances therefor, and, and in Lender’s reasonable discretion, 's sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award award is less than or equal to $100,000 and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the Award award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments requested to confirm the assignment of the Awards awards and compensation to Lender, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower Borrowers shall promptly give Lender Administrative Agent written notice of the actual or threatened commencement of any condemnation or eminent domain proceeding affecting any Project (a “Condemnation”) and shall deliver to Lender Administrative Agent copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, BorrowerBorrowers, provided regardless of whether any award or compensation (an “Award”) is made available to Borroweravailable, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character character, as prior to such Condemnation, all to be effected in accordance with applicable lawall Requirements of Law. Lender Administrative Agent may participate in any such proceeding (for itself and Borrower on behalf of Lenders) and Borrowers will deliver to Lender Administrative Agent all instruments necessary or required by Lender Administrative Agent to permit such participation. Without LenderAdministrative Agent’s prior consent, Borrower Borrowers (a) shall not agree to any Award, and (b) shall not take any action or (b) fail to take any action which would cause the Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the any Individual Project or any part thereof are hereby assigned to and shall be paid to LenderAdministrative Agent. Borrower authorizes Lender Administrative Agent is hereby irrevocably appointed as Borrowers’ attorney-in-fact, coupled with an interest, with exclusive power to collect collect, receive and receive retain any Award and to make any compromise or settlement in connection with any such Awards, Condemnation and to give proper receipts and acquittances therefor, and, and in LenderAdministrative Agent’s reasonable discretion, sole discretion (in consultation with the Required Lenders) to apply the same toward the payment of the Loan), notwithstanding that the Loan may not then be due and payable, or to the restoration of the applicable Project; provided, however, if all Awards in the Award is aggregate are less than or equal to $100,000 the Restoration Threshold and Borrower requests Borrowers request that such proceeds be used for non structural nonstructural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationCondemnation, Lender Administrative Agent will apply the Award such Award(s) to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. BorrowerBorrowers, upon request by LenderAdministrative Agent, shall execute all instruments requested to confirm the assignment of the Awards to LenderAdministrative Agent, free and clear of all liens, charges or encumbrances. Anything herein to the contrary notwithstanding, if an Event of Default exists, Administrative Agent is authorized to adjust such Award without the consent of Borrowers and to collect such Award in the name of Administrative Agent (on behalf of itself and Lenders) and Borrowers.

Condemnation Awards. Borrower The Borrowers shall promptly give Lender the Administrative Agent written notice of the actual or threatened commencement of any condemnation or eminent domain proceeding affecting any Borrowing Base Asset (a “"Condemnation”") and shall deliver to Lender the Administrative Agent copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Borrowerthe Borrower that owns the affected Borrowing Base Asset, provided regardless of whether any award or compensation (an “"Award”") is made available to Borroweravailable, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable lawLaw. Lender The Administrative Agent may participate in any such proceeding and Borrower the Borrowers will deliver to Lender the Administrative Agent all instruments necessary or required by Lender the Administrative Agent to permit such participation. Without Lender’s the Administrative Agent's prior consent, Borrower the Borrowers (a) shall not agree to any Award, and (b) shall not take any action or (b) fail to take any action which would cause the Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the Project any Borrowing Base Asset or any part thereof are hereby assigned to and shall be paid to Lenderthe Administrative Agent. Borrower authorizes Lender The Administrative Agent is hereby irrevocably appointed as each Borrower's attorney-in-fact, coupled with an interest, with exclusive power to collect collect, receive and receive retain any Award and to make any compromise or settlement in connection with any such Awards, Condemnation and to give proper receipts and acquittances therefor, and, and in Lender’s reasonable discretion, the Administrative Agent's sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Projectaffected Borrowing Base Asset; provided, however, if the Award is less than or equal to $100,000 and Borrower requests the Borrowers request that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationCondemnation, Lender the Administrative Agent will apply the Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. BorrowerThe Borrowers, upon request by Lenderthe Administrative Agent, shall execute all instruments requested to confirm the assignment of the Awards Award to Lenderthe Administrative Agent, free and clear of all liens, charges or encumbrances. Anything herein to the contrary notwithstanding, if a Default or an Event of Default exists, the Administrative Agent is authorized to adjust such Award without the consent of the Borrowers and to collect such Award in the name of the Administrative Agent and the Borrowers.

Condemnation Awards. Borrower shall promptly give Lender written notice immediately notify the Administrative Agent of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies other taking of the Project or any and all papers served in connection with such Condemnationportion thereof. Following the occurrence of a Condemnation, Borrower, provided any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. Lender The Administrative Agent may participate in any such proceeding and Borrower will deliver to Lender the Administrative Agent all instruments necessary or required by Lender the Administrative Agent to permit such participation. Without Lenderthe Administrative Agent’s prior consentconsent (subject to the approval of the Majority Lenders), Borrower (a1) shall not agree to any Awardcompensation or award, and (2) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards awards and compensation for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lenderthe Administrative Agent. Borrower authorizes Lender the Administrative Agent to collect and receive such Awardsawards and compensation, to give proper receipts and acquittances therefor, and, and in Lenderthe Administrative Agent’s reasonable discretion, sole and absolute discretion (which the Administrative Agent shall exercise at the direction of the Majority Lenders) to apply the same toward the payment of the LoanLoans, notwithstanding that the Loan Loans may not then be due and payable, or to the restoration of the Project; provided, however, if the Award award is less than or equal to $100,000 the Threshold Amount and Borrower requests that such proceeds be used for non structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender the Administrative Agent will apply the Award award to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of Default. Borrower, upon request by Lenderthe Administrative Agent, shall execute all instruments requested to confirm the assignment of the Awards awards and compensation to Lenderthe Administrative Agent, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower shall promptly give immediately notify Lender written notice of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies other taking of the Project or any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Borrower, provided any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable lawportion thereof. Lender may participate in any such proceeding and Borrower will deliver to Lender all instruments necessary or required by Lender to permit such participation. Without Lender’s 's prior consent, Borrower (a1) shall not agree to any Awardcompensation or award, and (2) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards awards and compensation for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awardsawards and compensation (and, if any such award or compensation is paid by check, draft or other negotiable demand instrument made payable to Borrower or to Borrower and Lender jointly, to endorse the same on Borrower's behalf), to give proper receipts and acquittances therefor, and, and in Lender’s reasonable discretion, 's sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award award is less than or equal to $100,000 and Borrower requests that such proceeds be used for non structural non‑structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the Award award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments requested to confirm the assignment of the Awards awards and compensation to Lender, free and clear of all liens, charges or encumbrances.

Condemnation Awards. The Borrower shall promptly give Lender written notice immediately notify the Administrative Agent of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies other taking of the Property or any and all papers served in connection with such Condemnationportion thereof. Following the occurrence of a Condemnation, Borrower, provided any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. Lender The Administrative Agent may participate in any such proceeding and the Borrower will deliver to Lender the Administrative Agent all instruments necessary or required by Lender the Administrative Agent to permit such participation. Without Lenderthe Administrative Agent’s prior consent, not to be unreasonably withheld with respect to an Immaterial Condemnation (as defined below), the Borrower (a1) shall not agree to any Awardcompensation or award, and (2) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards awards and compensation for the taking or purchase in lieu of condemnation of the Project Property or any part thereof are hereby assigned to and shall be paid to Lenderthe Administrative Agent. The Borrower authorizes Lender the Administrative Agent to collect and receive such Awardsawards and compensation, to give proper receipts and acquittances therefor, and, and in Lenderthe Administrative Agent’s reasonable sole discretion, to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the ProjectProperty; provided, however, that if (A) the Award award is less than or equal to $100,000 ___________________ and the Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationcondemnation or (B) such condemnation does not adversely affect the Property or access thereto, Lender as reasonably determined by the Administrative Agent (the foregoing set forth in clauses (A) and (B), an “Immaterial Condemnation”), the Administrative Agent will apply the Award award to such restoration in accordance with the disbursement procedures applicable to insurance proceeds provided as set forth therein, provided, that there exists no Potential Default or Event of Default. The Borrower, upon request by Lenderthe Administrative Agent, shall execute all instruments requested to confirm the assignment of the Awards awards and compensation to Lenderthe Administrative Agent, free and clear of all liens, charges or encumbrances. It is expressly understood and agreed that any proceeds received by the Administrative Agent pursuant to this Section 3 shall in no way be construed as being held in trust for the benefit of the Borrower.

Condemnation Awards. Borrower shall promptly give Lender written notice immediately notify the Administrative Agent of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies other taking of the Project or any and all papers served in connection with such Condemnationportion thereof. Following the occurrence of a Condemnation, Borrower, provided any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. Lender The Administrative Agent may participate in any such proceeding and Borrower will deliver to Lender the Administrative Agent all instruments necessary or required by Lender the Administrative Agent to permit such participation. Without Lenderthe Administrative Agent’s prior consentconsent (subject to the approval of the Majority Lenders), Borrower (a1) shall not agree to any Award, compensation or award; and (2) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards Except as otherwise provided in Section 9.17(2), all awards and compensation for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lenderthe Administrative Agent. Borrower authorizes Lender the Administrative Agent to collect and receive such Awardsawards and compensation, to give proper receipts and acquittances therefor, and, and in Lenderthe Administrative Agent’s reasonable discretion, sole discretion (which the Administrative Agent shall exercise at the direction of the Majority Lenders) to apply the same toward the payment of the LoanLoans, notwithstanding that the Loan Loans may not then be due and payable, or to the restoration of the Project; provided, however, if the Award award is less than or equal to $100,000 the Threshold Amount and Borrower requests that such proceeds be used for non structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender the Administrative Agent will apply the Award award to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of Default. Borrower, upon request by Lenderthe Administrative Agent, shall execute all instruments requested to confirm the assignment of the Awards awards and compensation to Lenderthe Administrative Agent, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower shall promptly give Lender written notice of the actual or threatened commencement of any condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender Mortgagee copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, BorrowerMortgagor, provided to the extent any award or compensation (an “Award”) is made available to Borroweravailable, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. Lender may participate in any such proceeding and Borrower will deliver to Lender all instruments necessary or required by Lender to permit such participation. Without Lender’s prior consentconsent (which consent shall not be unreasonably withheld or delayed), Borrower (a) shall not agree to any Awardcompensation or award, and (b) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awards, to give proper receipts and acquittances therefor, and, and in Lender’s reasonable discretion, sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award award is less than or equal to $100,000 50,000 and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the Award award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments requested to confirm the assignment of the Awards to Lender, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower shall promptly give Lender Administrative Agent written notice of the actual or threatened commencement of any condemnation or eminent domain proceeding affecting the Project (a “Condemnation”) and shall deliver to Lender Administrative Agent copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Borrower, provided regardless of whether any award or compensation (an “Award”) is made available to Borroweravailable, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable lawall Requirements of Law. Lender Administrative Agent may participate in any such proceeding (for itself and on behalf of the Lenders) and Borrower will deliver to Lender Administrative Agent all instruments necessary or required by Lender Administrative Agent to permit such participation. Without LenderAdministrative Agent’s prior consent, Borrower (a) shall not agree to any Award, and (b) shall not take any action or (b) fail to take any action which would cause the Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to LenderAdministrative Agent to be held and disbursed or applied as hereinafter provided. Borrower authorizes Lender Administrative Agent is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect collect, receive and receive retain any Award and to make any compromise or settlement in connection with any such Awards, Condemnation and to give proper receipts and acquittances therefor, and, and in LenderAdministrative Agent’s reasonable discretion, sole discretion (in consultation with the Required Lenders) to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award is less than or equal to $100,000 250,000 and Borrower requests that such proceeds be used for non structural nonstructural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationCondemnation, Lender Administrative Agent will apply the Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by LenderAdministrative Agent, shall execute all instruments requested to confirm the assignment of the Awards to LenderAdministrative Agent, free and clear of all liens, charges or encumbrances.. Anything herein to the contrary notwithstanding, if a Potential Default or Event of Default exists, Administrative Agent is authorized to adjust such Award without the consent of Borrower and to collect such Award in the name of Administrative Agent (on behalf of itself and the Lenders) and Borrower. LOAN AGREEMENT – Page 43[Summit Pxxxxxxxxx]

Condemnation Awards. Borrower shall promptly give immediately notify Lender written notice of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies of any and all papers served in connection with such Condemnation. Following the occurrence other taking of a Condemnation, Borrower, provided Project or any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable lawportion thereof. Lender may participate in any such proceeding and Borrower will deliver to Lender all instruments necessary or required by Lender to permit such participation. Without Lender’s 's prior consent, Borrower (a) shall not agree to any Awardcompensation or award, and (b) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards awards and compensation for the taking or purchase in lieu of condemnation of the a Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awardsawards and compensation, to give proper receipts and acquittances therefor, and, and in Lender’s reasonable discretion, 's sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award award is less than or equal to $100,000 300,000 and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the Award award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments requested to confirm the assignment of the Awards awards and compensation to Lender, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower shall promptly give Lender Administrative Agent written notice of the actual or threatened commencement of any condemnation or eminent domain proceeding affecting a Project (a “Condemnation”) and shall deliver to Lender Administrative Agent copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Borrower, provided regardless of whether any award or compensation (an “Award”) is made available to Borroweravailable, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. Lender Administrative Agent may participate in any such proceeding (for itself and on behalf of the Lenders) and Borrower will deliver to Lender Administrative Agent all instruments necessary or required by Lender Administrative Agent to permit such participation. Without LenderAdministrative Agent’s prior consent, Borrower (a) shall not agree to any Award, and (b) shall not take any action or (b) fail to take any action which would cause the Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the a Project or any part thereof are hereby assigned to and shall be paid to LenderAdministrative Agent. Borrower authorizes Lender Administrative Agent is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect collect, receive and receive retain any Award and to make any compromise or settlement in connection with any such Awards, Condemnation and to give proper receipts and acquittances therefor, and, and in LenderAdministrative Agent’s reasonable discretion, sole discretion (in consultation with the Required Lenders) to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the applicable Project; provided, however, if the Award is less than or equal to $100,000 and Borrower requests that such proceeds be used for non structural nonstructural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationCondemnation, Lender Administrative Agent will apply the Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by LenderAdministrative Agent, shall execute all instruments requested to confirm the assignment of the Awards to LenderAdministrative Agent, free and clear of all liens, charges or encumbrances.. Anything herein to the contrary notwithstanding, if a Potential Default or Event of Default exists, Administrative Agent is authorized to adjust such Award without the consent of Borrower and to collect such Award in the name of Administrative Agent (on behalf of itself and the Lenders) and Borrower. LOAN AGREEMENT – Page 40[Heritage Wxxxx]

Condemnation Awards. Borrower shall promptly give Lender written notice immediately notify the Administrative Agent of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies other taking of the Project or any and all papers served in connection with such Condemnationportion thereof. Following the occurrence of a Condemnation, Borrower, provided any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. Lender The Administrative Agent may participate in any such proceeding and Borrower will deliver to Lender the Administrative Agent all instruments necessary or required by Lender the Administrative Agent to permit such participation. Without Lender’s the Administrative Agent's prior consentconsent (subject to the approval of the Majority Lenders), Borrower (a1) shall not agree to any Awardcompensation or award, and (2) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards awards and compensation for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lenderthe Administrative Agent. Borrower authorizes Lender the Administrative Agent to collect and receive such Awardsawards and compensation, to give proper receipts and acquittances therefor, and, and in Lender’s reasonable discretion, the Administrative Agent's sole discretion (which the Administrative Agent shall exercise at the direction of the Majority Lenders) to apply the same toward the payment of the LoanLoans, notwithstanding that the Loan Loans may not then be due and payable, or to the restoration of the Project; provided, however, if the Award award is less than or equal to $100,000 the Threshold Amount and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender the Administrative Agent will apply the Award award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lenderthe Administrative Agent, shall execute all instruments requested to confirm the assignment of the Awards awards and compensation to Lenderthe Administrative Agent, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower Borrowers shall promptly give Lender Administrative Agent written notice of the actual or threatened (by written notification) commencement of any condemnation or eminent domain proceeding affecting any Project (a “Condemnation”) and shall deliver to Lender Administrative Agent copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, BorrowerBorrowers, provided regardless of whether any award or compensation (an “Award”) is made available to Borroweravailable, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. Lender Administrative Agent may participate in any such proceeding (for itself and Borrower on behalf of the Lenders) and Borrowers will deliver to Lender Administrative Agent all instruments necessary or required by Lender Administrative Agent to permit such participation. Without LenderAdministrative Agent’s prior consent, Borrower Borrowers (a) shall not agree to any Award, and (b) shall not take any action or (b) fail to take any action which would cause the Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the any Project or any part thereof are hereby assigned to and shall be paid to LenderAdministrative Agent. Borrower authorizes Lender Administrative Agent is hereby irrevocably appointed as Borrowers’ attorney-in-fact, coupled with an interest, with exclusive power to collect collect, receive and receive retain any Award and to make any compromise or settlement in connection with any such Awards, Condemnation and to give proper receipts and acquittances therefor, and, and in LenderAdministrative Agent’s reasonable discretion, sole discretion (in consultation with the Required Lenders) to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the applicable Project; provided, however, if the Award is less than or equal to $100,000 and Borrower requests Borrowers request that such proceeds be used for non structural nonstructural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationCondemnation, Lender Administrative Agent will apply the Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. BorrowerBorrowers, upon request by LenderAdministrative Agent, shall execute all instruments requested to confirm the assignment of the Awards to LenderAdministrative Agent, free and clear of all liens, charges or encumbrances. Anything herein to the contrary notwithstanding, if a Potential Default or Event of Default exists, Administrative Agent is authorized to adjust such Award without the consent of Borrowers and to collect such Award in the name of Administrative Agent (on behalf of itself and the Lenders) and Borrowers.

Condemnation Awards. Borrower shall promptly give notify Lender of the receipt by Borrower of written notice of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies other taking of the Property or any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Borrower, provided any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable lawportion thereof. Lender may participate in any such proceeding and Borrower will shall deliver to Lender all instruments necessary or required by Lender to permit such participation. Without Lender’s 's prior consentwritten consent (which consent shall not be unreasonably withheld), Borrower (ai) shall not agree to any Awardcompensation or award, and (ii) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards awards and compensation for the taking or purchase in lieu of condemnation of the Project Property or any part thereof are hereby assigned to and shall be paid to LenderLender for application to the Obligations (except as expressly provided below). Borrower authorizes Lender to collect and receive such Awardsawards and compensation, to give proper receipts and acquittances therefor, and, in Lender’s reasonable discretion, and to apply the same toward the payment of the LoanObligations in such order, priority and proportions as Lender in its reasonable discretion shall deem proper (and provided no Event of Default has occurred and is continuing as of the date Lender applies such condemnation proceeds to the Obligations, no Applicable Prepayment Fee shall be payable in connection with any such prepayment), notwithstanding that the Loan Obligations may not then be due and payable, or to the restoration of the Project; provided, however, that if the Award award is less than or equal to $100,000 250,000.00 and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the Award award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of DefaultNet Proceeds. Borrower, upon request by Lender, shall execute all instruments reasonably requested by Lender to confirm the assignment of the Awards awards and compensation to Lender, free and clear of all liensLiens, charges (except as expressly set forth above) or encumbrances. If Lender applies condemnation proceeds to the Obligations, the lien of the Loan Documents shall be reduced only by the amount of such proceeds actually applied by Lender in reduction of the Obligations, but if such proceeds do not discharge the Obligations in full, then Lender may elect to accelerate repayment of, or Borrower may elect to repay, the entire remaining outstanding balance of the Obligations, such prepayment to be made in either case within one hundred twenty (120) days following notice from the electing party to the other party (or such longer period as my be reasonably necessary for Borrower to secure replacement financing as long as Borrower is diligently pursuing said refinancing in good faith), without any Applicable Prepayment Fee due thereon so long as no Event of Default exists as of the both date Lender so accelerates or Borrower elects repayment of the Obligations and the date the Obligations are fully and finally repaid. Regardless of whether condemnation proceeds are made available to Borrower, Borrower shall, promptly following a condemnation or other taking and diligently thereafter, undertake all actions necessary to keep the Property safe, secure and free from reasonably foreseeable hazards and otherwise in material compliance with applicable Legal Requirements and notwithstanding any condemnation or other taking, Borrower shall continue to pay the Obligations at the time and in the manner provided for its payment in this Agreement.

Condemnation Awards. Borrower shall promptly give Lender written notice of the actual actual, or threatened commencement of any condemnation or eminent domain proceeding (a “Condemnation”"CONDEMNATION") and shall deliver to Lender copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Borrower, provided regardless of whether any award or compensation (an “Award”"AWARD") is made available to Borroweravailable, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. Lender may participate in any such proceeding and Borrower will deliver to Lender all instruments necessary or required by Lender to permit such participation. Without Lender’s 's prior consent, Borrower (a) shall not agree to any Award, and (b) shall not take any action or (b) fail to take any action which would cause the Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awards, to give proper receipts and acquittances therefor, and, and in Lender’s reasonable discretion, 's sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award is less than or equal to $100,000 and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments requested to confirm the assignment of the Awards to Lender, free and clear of all liens, charges or encumbrances.

Condemnation Awards. The Borrower shall promptly give immediately notify the Lender written notice of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies other taking of the Property or any and all papers served in connection with such Condemnationportion thereof. Following the occurrence of a Condemnation, Borrower, provided any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. The Lender may participate in any such proceeding and the Borrower will deliver to the Lender all instruments necessary or required by the Lender to permit such participation. Without the Lender’s prior consent, not to be unreasonably withheld with respect to an Immaterial Condemnation (as defined below), the Borrower (a1) shall not agree to any Awardcompensation or award, and (2) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards awards and compensation for the taking or purchase in lieu of condemnation of the Project Property or any part thereof are hereby assigned to and shall be paid to the Lender. The Borrower authorizes the Lender to collect and receive such Awardsawards and compensation, to give proper receipts and acquittances therefor, and, and in the Lender’s reasonable sole discretion, to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the ProjectProperty; provided, however, that if (A) the Award award is less than or equal to $100,000 ___________________ and the Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationcondemnation or (B) such condemnation does not adversely affect the Property or access thereto, as reasonably determined by the Lender (the foregoing set forth in clauses (A) and (B), an “Immaterial Condemnation”), the Lender will apply the Award award to such restoration in accordance with the disbursement procedures applicable to insurance proceeds provided as set forth therein, provided, that there exists no Potential Default or Event of Default. The Borrower, upon request by the Lender, shall execute all instruments requested to confirm the assignment of the Awards awards and compensation to the Lender, free and clear of all liens, charges or encumbrances. It is expressly understood and agreed that any proceeds received by the Lender pursuant to this Section 3 shall in no way be construed as being held in trust for the benefit of the Borrower.

Condemnation Awards. Borrower Borrowers shall promptly give Lender Administrative Agent written notice of the actual or threatened commencement of any condemnation or eminent domain proceeding affecting any Project (a “Condemnation”) and shall deliver to Lender Administrative Agent copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, BorrowerBorrowers, provided regardless of whether any award or compensation (an “Award”) is made available to Borroweravailable, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable lawall Requirements of Law. Lender Administrative Agent may participate in any such proceeding (for itself and Borrower on behalf of the Lenders) and Borrowers will deliver to Lender Administrative Agent all instruments necessary or required by Lender Administrative Agent to permit such participation. Without LenderAdministrative Agent’s prior consent, Borrower Borrowers (a) shall not agree to any Award, and (b) shall not take any action or (b) fail to take any action which would cause the Award to be determined. All Awards for the taking or purchase in lieu of condemnation Condemnation of the any Project or any part thereof are hereby assigned to and shall be paid to LenderAdministrative Agent to be held and disbursed or applied as hereinafter provided. Borrower authorizes Lender Administrative Agent is hereby irrevocably appointed as Borrowers’ attorney-in-fact, coupled with an interest, with exclusive power to collect collect, receive and receive retain any Award and to make any compromise or settlement in connection with any such Awards, Condemnation and to give proper receipts and acquittances therefor, and, and in LenderAdministrative Agent’s reasonable discretion, sole discretion (in consultation with the Required Lenders) to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the applicable Project; provided, however, if the Award is less than or equal to $100,000 the Restoration Threshold and Borrower requests Borrowers request that such proceeds be used for non structural nonstructural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationCondemnation, Lender Administrative Agent will apply the Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. BorrowerBorrowers, upon request by LenderAdministrative Agent, shall execute all instruments requested to confirm the assignment of the Awards to LenderAdministrative Agent, free and clear of all liens, charges or encumbrances. Anything herein to the contrary notwithstanding, if a Potential Default or Event of Default exists, Administrative Agent is authorized to adjust such Award without the consent of Borrowers and to collect such Award in the name of Administrative Agent (on behalf of itself and the Lenders) and Borrowers.

Condemnation Awards. Borrower Borrowers shall promptly give Lender written notice immediately notify Administrative Agent of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding other taking of any Project or any portion thereof (a “Condemnation”) and shall deliver to Lender Administrative Agent copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, BorrowerBorrowers, provided regardless of whether any award or compensation (an “Award”) is made available to Borroweravailable, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. Lender Administrative Agent may participate in any such proceeding and Borrower Borrowers will deliver to Lender Administrative Agent all instruments necessary or required by Lender Administrative Agent to permit such participation. Without LenderAdministrative Agent’s prior consentconsent (subject to the approval by the Majority Lenders), Borrower Borrowers shall not: (a) shall not agree to any Awardcompensation or award, and shall not take any action or (b) act or fail to take any action which that would cause the Award compensation to be determined. All Awards awards and compensation for the taking or purchase in lieu of condemnation of the any Project or any part thereof are hereby assigned to and shall be paid to LenderAdministrative Agent. Borrower authorizes Lender Borrowers authorize Administrative Agent to collect and receive such Awardsawards and compensation, to give proper receipts and acquittances therefor, and, and in LenderAdministrative Agent’s reasonable discretion, sole discretion to apply the same toward the payment of the LoanLoans, notwithstanding that the Loan Loans may not then be due and payable, or to the restoration of the affected Project; provided, however, if the Award award is less than or equal to $100,000 250,000 and Borrower requests Borrowers request that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender Administrative Agent will apply the Award award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. BorrowerBorrowers, upon request by LenderAdministrative Agent, shall execute all instruments requested to confirm the assignment of the Awards awards and compensation to LenderAdministrative Agent, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower shall promptly give Lender written notice immediately notify the Administrative Agent of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies other taking of the Project or any and all papers served in connection with such Condemnationportion thereof. Following the occurrence of a Condemnation, Borrower, provided any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. Lender The Administrative Agent may participate in any such proceeding and Borrower will deliver to Lender the Administrative Agent all instruments necessary or required by Lender the Administrative Agent to permit such participation. Without Lenderthe Administrative Agent’s prior consentconsent (subject to the approval of the Majority Lenders), Borrower (a1) shall not agree to any Awardcompensation or award, and (2) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards Except as otherwise provided in Section 9.17(2), all awards and compensation for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lenderthe Administrative Agent. Borrower authorizes Lender the Administrative Agent to collect and receive such Awardsawards and compensation, to give proper receipts and acquittances therefor, and, and in Lenderthe Administrative Agent’s reasonable discretion, sole discretion (which the Administrative Agent shall exercise at the direction of the Majority Lenders) to apply the same toward the payment of the LoanLoans, notwithstanding that the Loan Loans may not then be due and payable, or to the restoration of the Project; provided, however, if the Award award is less than or equal to $100,000 the Threshold Amount and Borrower requests that such proceeds be used for non structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender the Administrative Agent will apply the Award award to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of Default. Borrower, upon request by Lenderthe Administrative Agent, shall execute all instruments requested to confirm the assignment of the Awards awards and compensation to Lenderthe Administrative Agent, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower Borrowers shall promptly give Lender written notice immediately notify Administrative Agent of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies other taking of any and all papers served in connection with such CondemnationProject or any portion thereof. Following the occurrence of a Condemnation, Borrower, provided any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. Lender Administrative Agent may participate in any such proceeding and Borrower Borrowers will deliver to Lender Administrative Agent all instruments necessary or required by Lender Administrative Agent to permit such participation. Without LenderAdministrative Agent’s prior consent, Borrower Borrowers (a1) shall not agree to any Awardcompensation or award, and (2) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards awards and compensation for the taking or purchase in lieu of condemnation of the any Project or any part thereof are hereby assigned to and shall be paid to LenderAdministrative Agent (on behalf of the Lenders). Borrower authorizes Lender Borrowers authorize Administrative Agent to collect and receive such Awardsawards and compensation (and, if any such award or compensation is paid by check, draft or other negotiable demand instrument made payable to a Borrower or to a Borrower (or Borrowers) and Administrative Agent jointly, to endorse the same on a Borrower’s behalf), to give proper receipts and acquittances therefor, and, and in LenderAdministrative Agent’s reasonable discretion, sole discretion to apply the same toward the payment of the LoanLoans, notwithstanding that the Loan Loans may not then be due and payable, or to the restoration of the Project; provided, however, if the Award award is less than or equal to $100,000 the Restoration Threshold and Borrower requests Borrowers request that such proceeds be used for non structural site improvements (such as landscape, driveway, walkway and parking area repairs) restoration of the applicable Project required to be made as a result of such condemnation, Lender Administrative Agent will apply the Award award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. BorrowerBorrowers, upon request by LenderAdministrative Agent, shall execute all instruments requested to confirm the assignment of the Awards awards and compensation to LenderAdministrative Agent, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower shall promptly give immediately notify Lender written notice of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies of any and all papers served in connection with such Condemnation. Following the occurrence other taking of a Condemnation, Borrower, provided Parcel or any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable lawportion thereof. Lender may participate in any such proceeding and Borrower will deliver to Lender all instruments necessary or required by Lender to permit such participation. Without Lender’s prior consent, which consent shall not be unreasonably withheld or delayed, Borrower (a1) shall not agree to any Awardcompensation or award, and (2) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards awards and compensation for the taking or purchase in lieu of condemnation of the Project a Parcel or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awardsawards and compensation, to give proper receipts and acquittances therefor, and, and in Lender’s reasonable discretion, sole discretion to apply the same toward the payment of the LoanLoans, notwithstanding that the Loan Loans may not then be due and payable, or to the restoration of the Projectcondemned Parcel; provided, however, if the Award award is less than or equal to $100,000 50,000 and Borrower requests that such proceeds be used for non structural non‑structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the Award award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments requested to confirm the assignment of the Awards awards and compensation to Lender, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower shall promptly give immediately notify Lender written notice of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies other taking of the Project, the Condominium Project or any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Borrower, provided any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same portion thereof subject to the extent practicable to be terms of at least equal value and of substantially the same character as prior to such CondemnationCondominium Declaration, all to be effected in accordance with applicable law. Lender may participate in any such proceeding and Borrower will deliver to Lender all instruments necessary or required by Lender to permit such participation. Without Lender’s prior consent, Borrower (a1) shall not agree to any Awardcompensation or award, and (2) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards awards and compensation for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awardsawards and compensation (and, if any such award or compensation is paid by check, draft or other negotiable demand instrument made payable to Borrower or to Borrower and Lender jointly, to endorse the same on Borrower’s behalf), to give proper receipts and acquittances therefor, and, and in Lender’s reasonable discretion, sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award award is less than or equal to $100,000 100,000.00 and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the Award award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments requested to confirm the assignment of the Awards awards and compensation to Lender, free and clear of all liens, charges or encumbrances. Notwithstanding anything to the contrary contained herein, any condemnation award relating to any common elements or limited common elements of the Condominium Project shall be governed by the terms of the Condominium Declaration and Lender’s rights with respect to condominium proceeds shall attach to Borrower’s interest in the same.

Condemnation Awards. Borrower shall promptly give immediately notify Lender written notice of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies other taking of the Project or any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Borrower, provided any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable lawportion thereof. Lender may participate in any such proceeding and Borrower will deliver to Lender all instruments necessary or required by Lender to permit such participation. Without Lender’s 's prior consent, which shall not be unreasonably withheld or delayed, Borrower (a1) shall not agree to any Awardcompensation or award, and (2) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards awards and compensation for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awardsawards and compensation, to give proper receipts and acquittances therefor, and, and in Lender’s reasonable discretion, 's sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award award is less than or equal to $100,000 50,000 and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the Award award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments requested to confirm the assignment of the Awards awards and compensation to Lender, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower shall promptly give Lender written notice of the actual or threatened commencement of any condemnation or eminent domain proceeding (a “"Condemnation”") and shall deliver to Lender copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Borrower, provided to the extent that any award or compensation (an “"Award”") is made available to Borroweravailable, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. Lender may participate in any such proceeding and Borrower will deliver to Lender all instruments necessary or required by Lender to permit such participation. Without Lender’s 's prior consentconsent (which shall not be unreasonably withheld), Borrower (a) shall not agree to any Award, and shall not take any action or (b) fail to take any action which would cause the Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awards, to give proper receipts and acquittances therefor, and, and in Lender’s reasonable discretion, 's sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award is less than or equal to $100,000 and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default, and provided further that Lender will make such Award available for restoration to the extent required by any of the anchor tenant leases and provided there shall not then exist an Event of Default or Potential Default hereunder. Borrower, upon request by Lender, shall execute all instruments requested to confirm the assignment of the Awards to Lender, free and clear of all liens, charges or encumbrances.

Condemnation Awards. The Borrower shall promptly give Lender the Administrative Agent written notice of the actual or threatened commencement of any condemnation or eminent domain proceeding affecting any Real Property Asset (a “Condemnation”) and shall deliver to Lender the Administrative Agent copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, the Borrower, provided regardless of whether any award or compensation (an “Award”) is made available to Borroweravailable, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable lawLaw. Lender The Administrative Agent may participate in any such proceeding and the Borrower will deliver to Lender the Administrative Agent all instruments necessary or required by Lender the Administrative Agent to permit such participation. Without Lenderthe Administrative Agent’s prior consent, the Borrower (a) shall not agree to any Award, and (b) shall not take any action or (b) fail to take any action which would cause the Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the Project any Real Property Asset or any part thereof are hereby assigned to and shall be paid to Lenderthe Administrative Agent. Borrower authorizes Lender The Administrative Agent is hereby irrevocably appointed as the Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect collect, receive and receive retain any Award and to make any compromise or settlement in connection with any such Awards, Condemnation and to give proper receipts and acquittances therefor, and, and in Lenderthe Administrative Agent’s reasonable discretion, sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Projectaffected Real Property Asset; provided, however, if the Award is less than or equal to $100,000 and the Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationCondemnation, Lender the Administrative Agent will apply the Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of DefaultEvent. The Borrower, upon request by Lenderthe Administrative Agent, shall execute all instruments requested to confirm the assignment of the Awards Award to Lenderthe Administrative Agent, free and clear of all liens, charges or encumbrances.. Anything herein to the contrary notwithstanding, if an Event of Default exists, the Administrative Agent is authorized to adjust such Award without the consent of the Borrower and to collect such Award in the name of the Administrative Agent and the Borrower. CREDIT AGREEMENT – Page 61

Condemnation Awards. Borrower shall promptly give Lender written notice of the actual or threatened commencement of any condemnation or eminent domain proceeding (a “Condemnation”"CONDEMNATION") and shall deliver to Lender copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Borrower, provided regardless of whether any award or compensation (an “Award”"AWARD") is made available to Borroweravailable, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. Lender may participate in any such proceeding and Borrower will deliver to Lender all instruments necessary or required by Lender to permit such participation. Without Lender’s 's prior consent, Borrower (a) shall not agree to any Award, and (b) shall not take any action or (b) fail to take any action which would cause the Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awards, to give proper receipts and acquittances therefor, and, and in Lender’s reasonable discretion, 's sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award is less than or equal to $100,000 and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments requested to confirm the assignment of the Awards to Lender, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower shall promptly give Lender written notice of the actual or threatened commencement of any condemnation or eminent domain proceeding (a “Condemnation”"CONDEMNATION") and shall deliver to Lender copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Borrower, provided any award or compensation (an “Award”"AWARD") is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. Lender may participate in any such proceeding and Borrower will deliver to Lender all instruments necessary or required by Lender to permit such participation. Without Lender’s 's prior consent, Borrower (a) shall not agree to any Award, and (b) shall not take any action or (b) fail to take any action which would cause the Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awards, to give proper receipts and acquittances therefor, and, and in Lender’s reasonable discretion, 's sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award is less than or equal to $100,000 and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments requested to confirm the assignment of the Awards to Lender, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower shall promptly give Lender written notice as soon as is reasonably practical notify Administrative Agent of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies other taking of any and all papers served in connection with such CondemnationProperty or any portion thereof. Following the occurrence of a Condemnation, Borrower, provided any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. Lender Administrative Agent may participate in any such proceeding and Borrower will deliver to Lender Administrative Agent all instruments necessary or required by Lender Administrative Agent to permit such participation. Without LenderAdministrative Agent’s prior consentconsent (subject to the approval of the Majority Lenders), Borrower (a) shall not agree to any Awardcompensation or award, and (b) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards awards and compensation for the taking or purchase in lieu of condemnation of the Project any and all Properties or any part thereof are hereby assigned to and shall be paid to LenderAdministrative Agent. Borrower authorizes Lender Administrative Agent to collect and receive such Awardsawards and compensation, to give proper receipts and acquittances therefor, and, and in LenderAdministrative Agent’s reasonable discretion, sole discretion (which Administrative Agent shall exercise at the direction of the Majority Lenders) to apply the same toward the payment of the LoanLoans, notwithstanding that the Loan Loans may not then be due and payable, or to the restoration of the ProjectProperty; provided, however, if the Award award is less than or equal to $100,000 the Threshold Amount and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender Administrative Agent will apply the Award award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by LenderAdministrative Agent, shall execute all instruments requested to confirm the assignment of the Awards awards and compensation to LenderAdministrative Agent, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower shall promptly give Lender written notice of the actual or threatened commencement of any condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Borrower, provided regardless of whether any award or compensation (an “Award”) is made available to Borroweravailable, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. Lender may participate in any such proceeding and Borrower will deliver to Lender all instruments necessary or required by Lender to permit such participation. Without Lender’s prior consentconsent which shall not be unreasonably withheld, conditioned or delayed, Borrower (a) shall not agree to any Award, and (b) shall not take any action or (b) fail to take any action which would cause the Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awards, to give proper receipts and acquittances therefor, and, and in Lender’s reasonable discretion, sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award is less than or equal to Two Hundred Fifty Thousand Dollars ($100,000 250,000.00) and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of DefaultDefault that would not be cured by such application of the Award. Borrower, upon request by Lender, shall execute all instruments requested to confirm the assignment of the Awards to Lender, free and clear of all liens, charges or encumbrances. Any portion of any Award not applied toward payment of the Loan or to the restoration of the Project shall be disbursed promptly to Borrower, but in no event more than thirty (30) days from receipt by Lender.

Condemnation Awards. Borrower The Borrowers shall promptly give Lender the Administrative Agent written notice of the actual or threatened commencement of any condemnation or eminent domain proceeding affecting any Borrowing Base Asset (a “Condemnation”) and shall deliver to Lender the Administrative Agent copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Borrowerthe Borrower that owns the affected Borrowing Base Asset, provided regardless of whether any award or compensation (an “Award”) is made available to Borroweravailable, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable lawLaw. Lender The Administrative Agent may participate in any such proceeding and Borrower the Borrowers will deliver to Lender the Administrative Agent all instruments necessary or required by Lender the Administrative Agent to permit such participation. Without Lenderthe Administrative Agent’s prior consent, Borrower the Borrowers (a) shall not agree to any Award, and (b) shall not take any action or (b) fail to take any action which would cause the Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the Project any Borrowing Base Asset or any part thereof are hereby assigned to and shall be paid to Lenderthe Administrative Agent. Borrower authorizes Lender The Administrative Agent is hereby irrevocably appointed as each Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect collect, receive and receive retain any Award and to make any compromise or settlement in connection with any such Awards, Condemnation and to give proper receipts and acquittances therefor, and, and in Lenderthe Administrative Agent’s reasonable discretion, sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Projectaffected Borrowing Base Asset; provided, however, if the Award is less than or equal to $100,000 and Borrower requests the Borrowers request that such proceeds be used for non DAL:0535130/00080:1910701v7 structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationCondemnation, Lender the Administrative Agent will apply the Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. BorrowerThe Borrowers, upon request by Lenderthe Administrative Agent, shall execute all instruments requested to confirm the assignment of the Awards Award to Lenderthe Administrative Agent, free and clear of all liens, charges or encumbrances. Anything herein to the contrary notwithstanding, if a Default or an Event of Default exists, the Administrative Agent is authorized to adjust such Award without the consent of the Borrowers and to collect such Award in the name of the Administrative Agent and the Borrowers.

Condemnation Awards. Borrower shall promptly give notify Lender written notice of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies of any and all papers served in connection with such Condemnation. Following the occurrence other taking of a Condemnation, Borrower, provided Project or any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable lawportion thereof. Lender may participate in any such proceeding and Borrower will deliver to Lender all instruments necessary or required by Lender to permit such participation. Without Lender’s 's prior consent, Borrower (a1) shall not agree to any Awardcompensation or award, and (2) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards awards and compensation for the taking or purchase in lieu of condemnation of the a Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awardsawards and compensation, to give proper receipts and acquittances therefor, and, and in Lender’s reasonable discretion, 's sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award award is less than or equal to $100,000 the Restoration Threshold and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the Award award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments requested to confirm the assignment of the Awards awards and compensation to Lender, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower shall promptly give promptly, after it becomes aware, notify Lender written notice of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding other taking (a “Condemnation”) and shall deliver to Lender copies of the Project or any and all papers served in connection with such Condemnationportion thereof. Following the occurrence of a Condemnation, Borrower, Condemnation provided any the condemnation award or compensation is made available (an the “Award”) is made available to Borrower, Borrower shall promptly proceed to restore, repair, replace or rebuild the same to the extent reasonably practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. Lender may (at Lender’s sole cost and expense prior to the existence of an Event of Default) participate in any such proceeding and Borrower will deliver to Lender all instruments necessary or reasonably required by Lender to permit such participation. Without Lender’s prior consent, which consent will not be unreasonably withheld, Borrower (a) shall not agree to any AwardAward in excess of $2,000,000.00, and shall not take any action or (b) fail to take any action which would cause the Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to Lender, but shall be paid to Borrower, provided, however, that if an Event of Default has occurred and during the continuance thereof, the Awards shall be paid to Lender. Borrower authorizes Lender Lender, following the occurrence and during the continuance of an Event of Default, to collect and receive such Awards, to give proper receipts and acquittances therefor, and, and in Lender’s reasonable discretion, sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award is less than or equal to $100,000 2,000,000.00 and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationCondemnation, Lender will apply the Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments reasonably requested to confirm the assignment of the Awards to Lender, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower shall promptly give Lender written notice as soon as is reasonably practical notify Administrative Agent of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies other taking of any and all papers served in connection with such CondemnationProperty or any portion thereof. Following the occurrence of a Condemnation, Borrower, provided any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. Lender Administrative Agent may participate in any such proceeding and Borrower will deliver to Lender Administrative Agent all instruments necessary or required by Lender Administrative Agent to permit such participation. Without Lender’s Administrative Agent's prior consentconsent (subject to the approval of the Majority Lenders), Borrower (a) shall not agree to any Awardcompensation or award, and (b) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards awards and compensation for the taking or purchase in lieu of condemnation of the Project any and all Properties or any part thereof are hereby assigned to and shall be paid to LenderAdministrative Agent. Borrower authorizes Lender Administrative Agent to collect and receive such Awardsawards and compensation, to give proper receipts and acquittances therefor, and, and in Lender’s reasonable discretion, Administrative Agent's sole discretion (which Administrative Agent shall exercise at the direction of the Majority Lenders) to apply the same toward the payment of the LoanLoans, notwithstanding that the Loan Loans may not then be due and payable, or to the restoration of the ProjectProperty; provided, however, if the Award award is less than or equal to $100,000 the Threshold Amount and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender Administrative Agent will apply the Award award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by LenderAdministrative Agent, shall execute all instruments requested to confirm the assignment of the Awards awards and compensation to LenderAdministrative Agent, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower Xxxxxxxx shall promptly give Lender written notice immediately notify Agent of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies other taking of the Project or any and all papers served in connection with such Condemnationportion thereof. Following the occurrence of a Condemnation, Borrower, provided any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. Lender Agent may participate in any such proceeding and Borrower will deliver to Lender Agent all instruments necessary or required by Lender Agent to permit such participation. Without LenderAgent’s prior consent, not to be unreasonably withheld, Borrower (a1) shall not agree to any Awardcompensation or award, and (2) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards awards and compensation for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to LenderAgent. Borrower Xxxxxxxx authorizes Lender Agent to collect and receive such Awardsawards and compensation, to give proper receipts and acquittances therefor, and, and in LenderAgent’s reasonable discretion, sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award award is less than or equal to $100,000 200,000.00 and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender Agent will apply the Award award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. In the event that Agent permits such compensation or award to be applied towards restoration of the Project, any excess insurance proceeds remaining after restoration of the Project may be applied to the reduction of the Principal Balance of the Loan, in Agent’s sole discretion. Borrower, upon request by LenderAgent, shall execute all instruments requested to confirm the assignment of the Awards awards and compensation to LenderAgent, free and clear of all liensLiens, charges or encumbrances.

Condemnation Awards. Borrower shall promptly give immediately notify Lender written notice of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies other taking of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Borrower, provided Project or any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable lawportion thereof. Lender may participate in any such proceeding and Borrower will deliver to Lender all instruments necessary or required by Lender to permit such participation. Without Lender’s prior consent, Borrower (a) shall not agree to any Awardcompensation or award, and (b) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards awards and compensation for the taking or purchase in lieu of condemnation of the any Project or any part thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes Lender to collect and receive such Awardsawards and compensation, to give proper receipts and acquittances therefor, and, and in Lender’s reasonable discretion, sole discretion to apply the same toward the payment of the Loan, notwithstanding that the Loan may not then be due and payable, or to the restoration of the such Project; provided, however, if the Award award is less than or equal to $100,000 50,000 and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the Award award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. Borrower, upon request by Lender, shall execute all instruments requested to confirm the assignment of the Awards awards and compensation to Lender, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower shall promptly give immediately notify Lender written notice of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies other taking of the Project or any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Borrower, provided any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable lawportion thereof. Lender may participate in any such proceeding and Borrower will deliver to Lender all instruments necessary or required by Lender to permit such participation. Without Lender’s prior consent, Borrower (a) shall not agree to any Awardcompensation or award, and (b) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards awards and compensation for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to Lender, which payments shall not be subject to a Prepayment Fee. Borrower authorizes Lender to collect and receive such Awardsawards and compensation, to give proper receipts and acquittances therefor, and, and in Lender’s reasonable discretion, sole discretion to apply the same toward the payment of the Loan, which payments shall not be subject to a Prepayment Fee, notwithstanding that the Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the Award award is less than or equal to $100,000 650,000.00 and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, Lender will apply the Award award to such restoration in accordance with disbursement procedures applicable to insurance proceeds proceeds, provided there exists no Potential Default or Event of Default. In the event that Lender permits such compensation or award to be applied towards restoration of the Project, any excess amounts remaining after restoration of the Project may be either applied to the reduction of the Principal Balance of the Loan, in which case no Prepayment Fee shall be payable in connection therewith, or, if no Event of Default exists, paid to Borrower, in Lender’s sole discretion. Borrower, upon request by Lender, shall execute all instruments requested to confirm the assignment of the Awards awards and compensation to Lender, free and clear of all liensLiens, charges or encumbrances.

Condemnation Awards. Borrower shall promptly give Lender written notice immediately notify Agent of the actual or threatened commencement institution of any proceeding for the condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies other taking of the Project or any and all papers served in connection with such Condemnationportion thereof. Following the occurrence of a Condemnation, Borrower, provided any award or compensation (an “Award”) is made available to Borrower, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. Lender Agent may participate in any such proceeding and Borrower will deliver to Lender Agent all instruments necessary or required by Lender Agent to permit such participation. Without Lender’s Agent's prior consent, Borrower (a) shall not agree to any Awardcompensation or award, and (b) shall not take any action or (b) fail to take any action which would cause the Award compensation to be determined. All Awards awards and compensation payable to Borrower for the taking or purchase in lieu of condemnation of the Project Projects or any part thereof are hereby assigned to and shall be paid to LenderAgent. Borrower authorizes Lender Agent to collect and receive such Awardsawards and compensation, to give proper receipts and acquittances therefor, and, and in Lender’s reasonable Agent's sole discretion, (a) to apply the same (after deduction of Lender's reasonable costs and expenses, if any in collecting the same) toward the payment of the LoanLoan in such order and manner as Agent may elect, notwithstanding that the Loan may not then be due and payable, or (b) to make the same available to Borrower for the restoration or repair of the Project; provided. If the net proceeds of the condemnation award are made available to Borrower for restoration or repair, however, if the Award is less than or equal to $100,000 and Borrower requests that such proceeds shall be used for non structural site improvements (such as landscape, driveway, walkway disbursed upon satisfaction of and parking area repairs) required to be made as a result of such condemnation, Lender will apply the Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Defaultthe terms and conditions set forth in Section 3.2. Borrower, upon request by LenderAgent, shall execute all instruments requested to confirm the assignment of the Awards awards and compensation to LenderAgent, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower Borrowers shall promptly give Lender Administrative Agent written notice of the actual or threatened commencement of any condemnation or eminent domain proceeding affecting any Project (a “Condemnation”) and shall deliver to Lender Administrative Agent copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, BorrowerBorrowers, provided regardless of whether any award or compensation (an “Award”) is made available to Borroweravailable, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character character, as prior to such Condemnation, all to be effected in accordance with applicable lawall Requirements of Law. Lender Administrative Agent may participate in any such proceeding (for itself and Borrower on behalf of Lenders) and Borrowers will deliver to Lender Administrative Agent all instruments necessary or required by Lender Administrative Agent to permit such participation. Without LenderAdministrative Agent’s prior consent, Borrower Borrowers (a) shall not agree to any Award, and (b) shall not take any action or (b) fail to take any action which would cause the Award to be determined. All Awards for the taking or purchase in lieu of condemnation of the any Individual Project or any part thereof are hereby assigned to and shall be paid to LenderAdministrative Agent. Borrower authorizes Lender Administrative Agent is hereby irrevocably appointed as Borrowers’ attorney-in-fact, coupled with an interest, with exclusive power to collect collect, receive and receive retain any Award and to make any compromise or settlement in connection with any such Awards, Condemnation and to give proper receipts and acquittances therefor, and, and in LenderAdministrative Agent’s reasonable discretion, sole discretion (in consultation with the Required Lenders) to apply the same toward the payment of the Loan), notwithstanding that the Loan may not then be due and payable, or to the restoration of the applicable Project; provided, however, if all Awards in the Award is aggregate are less than or equal to $100,000 the Restoration Threshold and Borrower requests Borrowers request that such proceeds be used for non structural nonstructural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationCondemnation, Lender Administrative Agent will apply the Award such Award(s) to such restoration in accordance with disbursement procedures applicable to insurance proceeds provided there exists no Potential Default or Event of Default. BorrowerBorrowers, upon request by LenderAdministrative Agent, shall execute all instruments requested to confirm the assignment of the Awards to LenderAdministrative Agent, free and clear of all liens, charges or encumbrances.. Anything herein to the contrary notwithstanding, if an Event of Default exists, Administrative Agent is authorized to adjust such Award without the consent of Borrowers and to collect such Award in the name of Administrative Agent (on behalf of itself and Lenders) and Borrowers. LOAN AGREEMENT – PAGE 56