Condemnation Proceeds. Notwithstanding the foregoing, all compensation, awards, damages, rights of action, and proceeds awarded to Mortgagor by reason of any such taking or received by Mortgagor as the result of a transfer in lieu of a taking (the “Condemnation Proceeds”) shall be applied in accordance with the provisions of Section 4.03 of each of the Indentures, provided that any such application of the Condemnation Proceeds shall not affect the Lien, security interest and security title of this Mortgage or the Secured Obligations of Mortgagor hereunder.

Condemnation Proceeds. Both the Borrower and, pursuant to the applicable Mortgage, the applicable Subsidiary Guarantor owning a Collateral Pool Property, hereby assigns, transfers and sets over unto the Administrative Agent for the benefit of the Lenders its entire interest in the proceeds (the “Condemnation Proceeds”) of any award or any claim for damages for any of such Collateral Pool Property taken or damaged under the power of eminent domain or by condemnation or any transaction in lieu of condemnation (“Condemnation”), unless, notwithstanding the foregoing, such taking, damage or condemnation does not cause a material diminution in the value of such Collateral Pool Property. Without limiting any of the provisions of this Agreement with respect to Eligible Property requirements or compliance with Collateral Pool Availability, so long as no Event of Default has occurred and is then continuing, and the portion of such Collateral Pool Property taken in such Condemnation does not exceed twenty-five percent (25%) of the total square footage of the Collateral Pool Property and the portion of the improvements taken in such Condemnation does not exceed twenty-five percent (25%) of the total gross leasable area of the improvements thereon, the Administrative Agent shall be obligated to make the Condemnation Proceeds available to the Borrower or the applicable Subsidiary Guarantor owning such Collateral Pool Property for the restoration of the Real Estate Asset if the Borrower or such applicable Subsidiary Guarantor satisfies all of the conditions set forth in [Section 6.11(a)(i) and (ii)])] above for disbursement of insurance proceeds to the extent applicable. In all other cases the Administrative Agent shall have the right, if so directed by the Required Lenders, to apply the Condemnation Proceeds to payment of the Secured Obligations, whether due or not. If the Condemnation Proceeds are required to be used as aforesaid to reimburse the Borrower or such applicable Subsidiary Guarantor for the cost of rebuilding or restoring buildings or improvements on such Collateral Pool Property, or if the Administrative Agent elects that the Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or restored, the Condemnation Proceeds shall be paid out in the same manner as is provided in [Section 6.11(a)(i) and (ii)])] above for the payment of insurance proceeds toward the cost of rebuilding or restoration of such buildings and other improvements, if applicable. Any surplus which may remain out of the Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of the Administrative Agent, be applied on account of the indebtedness secured hereby or be paid to any other party entitled thereto. Notwithstanding the foregoing, in the event a Collateral Pool Property is released or ceases to be an Eligible Property and/or a Collateral Pool Property in accordance with [Section 4.4], any Condemnation Proceeds held by Administrative Agent in respect of a partial or complete Condemnation of such Collateral Pool Property shall be # released to the Borrower (and Borrower shall be entitled to all additional Condemnation Proceeds), provided that the Borrower has satisfied the requirements set forth in [Section 4.4] with respect to such released or disqualified Collateral Pool Property or # if Borrower fails to comply with subsection # of this sentence, as reasonably determined by Administrative Agent, applied by Administrative Agent in reduction of the Secured Obligations in such order and amount as determined by Administrative Agent in its sole discretion.

Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief and flood, in amounts, with endorsements and with insurers (with a Best rating of at least A+, unless otherwise approved by Lender in its discretion) satisfactory to Lender. All flood hazard diligence, documentation and insurance for any Real Estate constituting Collateral shall comply with all Flood Laws and be satisfactory to Lender. All proceeds under each policy shall be payable to Lender. From time to time upon request, Borrowers shall deliver to Lender the originals or certified copies of its insurance certificates and updated flood plain searches. Each policy shall include the following endorsements reasonably satisfactory to Lender # showing Lender as lender’s loss payee; # requiring 30 days prior written notice to Lender of cancellation of the policy for any reason whatsoever; and # specifying that the interest of Lender shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Lender may, in its discretion, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Lender, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default has occurred and is continuing, Borrowers may settle, adjust or compromise any insurance claim, provided the proceeds are delivered to Lender. If an Event of Default has occurred and is continuing, only Lender may settle, adjust and compromise such claims.

Insurance/Condemnation Proceeds. No later than the first Business Day following the date of receipt by any Note Party or any of its Subsidiaries, or Collateral Agent as loss payee, of any Net Insurance/Condemnation Proceeds (it being understood that such Net Insurance/Condemnation Proceeds shall be deposited into a Controlled Account on the same Business Day as receipt thereof), Company shall prepay the Notes in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, # so long as no Default or Event of Default shall have occurred and be continuing, and # to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $500,000 (such amounts, the “Insurance/Condemnation Reinvestments Amounts”), Company shall have the option, directly or through one or more of its Subsidiaries to invest such Insurance/Condemnation Reinvestment Amounts within one hundred eighty days of receipt thereof (the “Insurance/Condemnation Reinvestment Period”) in long term productive assets of the general type used in the business of Company and its Subsidiaries, which investment may include the repair, restoration or replacement of the relevant assets in respect of which such Net Insurance/Condemnation Proceeds were received; provided further, pending any such investment, all such Insurance/Condemnation Reinvestment Amounts shall, if requested by Requisite Purchasers, be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Requisite Purchasers. In the event that such Insurance/Condemnation Reinvestment Amounts are not reinvested by Company prior to the earlier of # the expiration of the applicable Insurance/Condemnation Reinvestment Period, and # the occurrence of an Event of Default, then, at such time, an Event of Default shall be deemed to have occurred and be continuing under this [Section 2.13(b)] until a prepayment is made (or any such escrow is applied as a prepayment) in an amount equal to such Insurance/Condemnation Reinvestment Amounts that have not been so reinvested.

Each Collateral Party shall (or, with respect to any Eligible Developer Equipment, Eligible Customer Loan Projects or Eligible Projects, shall cause Developer to) maintain insurance with respect to the Collateral in accordance with the requirements set forth on [Schedule 8.4.1] attached hereto. If any Collateral Party fails to provide and pay for (or cause to be provided and paid for) any insurance required hereunder, Agent may, in its discretion, procure the insurance and charge Borrower therefor. Upon the reasonable request of Agent, the Collateral Parties agree to promptly deliver to Agent copies of all material reports made to insurance companies. While no Event of Default has occurred and is continuing, the Collateral Parties may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent. If an Event of Default has occurred and is continuing, only Agent may settle, adjust and compromise such claims and apply the proceeds thereof to the Obligations in accordance with the terms hereof.

Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief and other risks, in amounts, with endorsements and with insurers (with a Best rating of at least A-, unless otherwise approved by Agent in its discretion); provided, that if Real Estate secures any Obligations, flood hazard diligence, documentation and insurance for such Real Estate shall comply with all Flood Laws or shall otherwise be satisfactory to all Lenders. From time to time upon request, Borrowers shall deliver to Agent copies of its insurance policies and, if Real Estate secures any Obligations, updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include satisfactory endorsements # showing Agent as loss payee; # requiring 30 days (or 10 days in the case of cancellation for non-payment) prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and # to the extent available from such insurer, specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, in its Permitted Discretion, procure the insurance and charge Borrowers therefor. Each Borrower agrees to deliver to Agent, 133315237_8

Each Obligor shall maintain # insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best rating of at least A+, unless otherwise approved by Agent in its Permitted Discretion) satisfactory to Agent, and # ensure that all Real Estate subject to a Mortgage is insured pursuant to policies which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each applicable Obligor so as to cause each Lender to be in compliance with Flood Laws. All proceeds under each policy shall be payable to Agent. From time to time upon request by Agent, Obligors shall deliver to Agent certificates of insurance, copies of insurance policies, and updated flood plain searches. Unless Agent shall agree otherwise, each policy shall include satisfactory endorsements # showing Agent as lender’s loss payee and additional insured, as applicable; # requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and # specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Obligors therefor. Each Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent. If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

Waiver of Condemnation Proceeds. Subject to the terms of the Lease, in the event of any taking by governmental or public authority of all or any part of the Subleased Premises, Subtenant hereby waives and relinquishes any and all claims to any award or damages for any such taking of the Subleased Premises, including, without limiting the generality of the foregoing, any claim for the value of the unexpired term of this Sublease or the value of any furniture, furnishings and moveable trade fixtures installed by Subtenant at its sole expense in the Subleased Premises, but Subtenant may submit a separate claim to the condemning authority for the value of Subtenant's trade fixtures and the cost of removal or relocation provided that such claim shall not reduce the amount of Sublandlord's or Landlord's claim.

Insurance/Condemnation Proceeds. No later than the first Business Day following the date of receipt by any Credit Party or any of its Subsidiaries, or Administrative Agent as lender loss payee, of any Net Insurance/Condemnation Proceeds (it being understood that such Net Insurance/Condemnation Proceeds shall be deposited into a Controlled Account on the same Business Day as receipt thereof), Company shall prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds.

Condemnation Proceeds. All compensation awarded or received in connection with a taking shall be the property of Landlord, and Tenant hereby assigns to Landlord any and all elements of said compensation which Tenant would, in the absence of said assignment, have been entitled to receive. Specifically, and without limiting the generality of the foregoing, said assignment is intended to include: # the “bonus value” represented by the difference, if any, between Rent under this Lease and market rent for the unexpired Term of this Lease, # the value of improvements to the Premises, whether said improvements were paid for by Landlord or by Tenant, # the value of any trade fixtures paid for by Landlord, and # the value of any and all other items and categories of property for which payment of compensation may be made in any such taking. Notwithstanding the foregoing, Tenant shall be entitled to receive any award of compensation for loss of or damage to the goodwill of Tenant's business (but only to the extent the same does not constitute "bonus value”) and for Tenant's personal property ; fixtures belonging to Tenant and removable by Tenant upon expiration of the Lease, for any moving or relocation expenses which Tenant is entitled under the law to recover directly from the public agency which acquires the Premises, and any other amounts customarily awarded to or allocated to Tenant provided that such award and/or allocation will not diminish Landlord’s award. Tenant shall have the right to make a separate claim against the condemning authority for such compensation as may be separately awarded or recoverable by Tenant, to the extent that it shall not diminish Landlord’s award.