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201310005 Borrower shall not adjust or compromise any claim under such insurance without the prior written approval of Lenders. Borrower shall assign, and hereby assigns, all insurance proceeds to Lenders, and any and all such proceeds received by Borrower shall be held by Borrower in trust for the benefit of Lenders until such time as such funds are actually delivered to Lenders. Whether or not Lenders' security is impaired, Lenders may receive and retain the proceeds of any insurance and apply the proceeds to the repayment of the Obligations or the restoration and repair of the Property; provided, however, that if the amount of such proceeds is less than five percent (5 %) of the then- outstanding principal balance of the Notes and no Event of Default then exists, the Lenders shall permit the Borrower to utilize such proceeds to repair or replace the damaged Property if the Borrower so elects; and, provided, further, that any such proceeds shall be applied first to the payment of all costs and expenses incurred by Lenders in obtaining such proceeds. If Lenders elect to apply the proceeds to restoration and repair, Lenders may direct Borrower to complete such restoration and repair. Borrower shall then repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lenders, and Lenders shall, upon request accompanied by satisfactory proof of such repair or replacement by Borrower, and provided that there exists no Event of Default under this Deed of Trust at the time of such request, reimburse Borrower from insurance proceeds actually received by Lenders for the reasonable cost of such repair or restoration. 9. Expenditures by Lenders. If Borrower fails to comply with any provision of this Deed of Trust, or pay any sum due hereunder, or if any action or proceeding is commenced that would materially affect Lenders' interests in the Property, Lenders may, but shall not be required to, take any action and expend all reasonable sums on Borrower's behalf that Lenders deem appropriate. Any amount that Lenders expend in so doing will be payable on demand, will become part of the Obligations secured hereby, and will bear interest at the Default Rate (as defined in the Loan Agreement) from the date expended by Lenders. The rights provided for in this paragraph shall be in addition to any other rights or any remedies to which Lenders may be entitled on account of the default. Any election by Lenders to take any action or make expenditures hereunder shall not prejudice Lenders' right to declare a default and exercise remedies as provided herein. 10. Condemnation. If all or any part of the Property is acquired by any governmental authority through eminent domain proceedings, Lenders may at their election require that all or any portion of the net proceeds of the condemnation award be applied, at Lenders' option, to the Obligations or the repair or restoration of the Property; provided, however, that if the amount of such proceeds is less than five percent (5 %) of the then- outstanding principal balance of the Notes and no Event of Default then exists, the Lenders shall permit the Borrower to utilize such proceeds to repair or replace the affected Property if the Borrower so elects. For this purpose, Borrower shall assign, and hereby assigns, all proceeds of any such proceedings or purchase to Lenders. The net proceeds of the award shall mean the remainder of the award after payment of all reasonable costs, expenses, and attorneys' fees incurred by Trustee or Lenders in connection with the condemnation. If any eminent domain proceeding is filed or threatened, Borrower shall promptly notify Lenders in writing, and Borrower shall promptly take such steps as may be necessary to defend the action and obtain and maximize the award. Borrower may be the nominal party in such proceeding, but Lenders shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and Borrower will deliver or cause to be delivered to Lenders such instruments as may be requested by it from time to time to permit such participation. 892675/5/COLUMBUS 065439.00078 9