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20UUOO4 O receive out of the award interest at the rate or rates provided herein and in the Note. Subject to the terms of the Lease (provided that no default beyond any applicable notice and/or cure period then exists under the Lease), Borrower shall cause the portion of an award or payment made in any condemnation or eminent domain proceeding or the portion of an amount agreed to by Borrower and Lessee with any Person possessing the power of eminent domain (each such portion of award, payment or amount, a "Condemnation Award ") which is payable to Borrower under the terms of the Lease, to be paid directly to Lender (without prepayment consideration), provided that, if the total amount of such Condemnation Award is less than 5% of the amount set forth on Exhibit E to the Lease, then the portion of such award remaining after payment of reasonable third party expenses of Lender, Borrower and Lessee and Lessee's costs of restoration and repair of the Mortgaged Property shall be paid to and retained by Borrower. (b) All Condemnation Awards which are required to be applied to restoration and repair of the Mortgaged Property under the Lease shall be disbursed in accordance with the provisions of the Lease. Subject to the terms of the Lease, the Net Award shall be delivered to Lender, and, to the extent (if any) not required under the Lease to be applied for such restoration and repair, if the total amount of such Condemnation Award, before the payment of expenses and costs of restoration and repair, is less than 5% of the amount set forth on Exhibit E to the Lease, such remaining Net Award shall be paid to and retained by Borrower, as provided in the Lease; provided that, (i) if a Lease Default then exists, or (ii) the total amount of such Condemnation Award, before the payment of expenses and costs of restoration and repair, equals or exceeds 5% of the amount set forth on Exhibit E to the Lease, then such Net Award, after payment of costs of restoration and repair of the Mortgaged Property, will be paid to Lender to be applied to the reduction or discharge of the Dcbt whether or not then due and payable. Such application is to be without payment of the Prepayment Consideration or any other prepayment consideration, except that if an Event of Default under this Security Instrument has occurred and is continuing prior to the commencement of any condemnation or eminent domain proceeding, then such application shall be subject to the payment of the Prepayment Consideration in accordance with the terms of the Note. If the Mortgaged Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of such award or payment, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, and subject to the terms of the Lease (provided that no default beyond any applicable notice and /or cure period then exists under the Lease), to receive said award or payment, or a portion thereof sufficient to pay the Debt. Borrower shall file and prosecute or cause to be filed and prosecuted its claim or claims for any such award or payment in good faith and with due diligence and, subject to the terms of the Lease (provided that no default beyond any applicable notice and/or cure period then exists under the Lease), cause the same to be paid over to Lender, and hereby irrevocably authorizes and empowers Lender, in the name of Borrower or otherwise, to collect and receive any such award or payment and to file and prosecute such claim or claims, and although it is hereby expressly agreed that the same shall not be necessary in any event, Borrower shall, upon demand of Lender, make, execute and deliver any and all assignments and other -14-