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<br />200511354
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<br />any interest therein, whether senior or subordinate hereto, including, without limitation, all claims for work or
<br />labor performed, or materials or supplies furnished, in connection with any work of demolition, alteration,
<br />repair, improvement or construction of or upon the Property, except such as Borrower may in good faith
<br />contest or as to which a bona fide dispute may arise (provided provision is made to the satisfaction of Lender
<br />for eventual payment thereof in the event that Borrower is obligated to make such payment and that any
<br />recorded claim of lien, charge or other encumbrance against the Property is immediately discharged by
<br />bonding or otherwise).
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<br />6.9 TAXES AND OTHER LIABILITIES. Borrower shall pay and discharge when due any and all
<br />indebtedness, obligations, assessments and taxes, both real and personal and including federal and state
<br />income taxes and state and local property taxes and assessments. Borrower shall promptly provide to Lender
<br />copies of all tax and assessment notices pertaining to the Property. Borrower hereby authorizes Lender to
<br />obtain, at Borrower's expense, a tax service contract which shall provide tax information on the Property to
<br />Lender for the term of the Loan and any extensions or renewals of the Loan.
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<br />6.10 INSURANCE COVERAGE. Borrower shall obtain and maintain all insurance coverage required pursuant
<br />to that certain Agreement Regarding Required Insurance dated as of the date hereof by and between Borrower
<br />and Lender.
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<br />6.11 CONDEMNATION AND INSURANCE PROCEEDS.
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<br />a. Assil!:nment of Claims. Borrower absolutely and irrevocably assigns to Lender all of Borrower's
<br />rights, claims and amounts in and to the following (collectively, "Claims"), all of which shall be paid
<br />to Lender: (i) all awards of damages and all other compensation payable directly or indirectly by
<br />reason of a condemnation or proposed condemnation for public or private use affecting all or any part
<br />of, or any interest in, the Property; (ii) all other claims and awards for damages to or decrease in value
<br />of all or any part of, or any interest in, the Property; (iii) all proceeds of any insurance policies payable
<br />by reason of loss sustained to all or any part of the Property; and (iv) all interest which may accrue on
<br />any of the foregoing. Borrower shall give Lender prompt written notice of the occurrence of any
<br />casualty affecting, or the institution of any proceedings for eminent domain or for the condemnation
<br />of, the Property or any portion thereof. So long as no Default has occurred and is continuing at the
<br />time, (i) Borrower shall have the right to adjust, compromise and settle any Claim or group of related
<br />Claims of$100,000 or less without the participation or consent of Lender and (ii) Lender shall have the
<br />right to participate in and consent to any adjustment, compromise or settlement of any Claim or group
<br />of related Claims exceeding $100,000. If a Default has occurred and is continuing at the time,
<br />Borrower hereby irrevocably empowers Lender, in the name of Borrower, as Borrower's true and
<br />lawful attorney in fact, to commence, appear in, defend, prosecute, adjust, compromise and settle all
<br />Claims; provided, however, Lender shall not be responsible for any failure to undertake any or all of
<br />such actions regardless of the cause of the failure. All awards, proceeds and other sums described
<br />herein shall, in all cases, be payable to Lender.
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<br />b. Application of Proceeds; No Default. So long as no Default has occurred and is continuing at the
<br />time of Lender's receipt of the proceeds of the Claims ("Proceeds") and no Default occurs thereafter,
<br />the following provisions shall apply:
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<br />(i) Condemnation. If the Proceeds are the result of Claims described in clauses 6.11 (a)(i) or (ii)
<br />above, or interest accrued thereon, Lender shall apply the Proceeds in the following order of
<br />priority: First, to Lender's expenses in settling, prosecuting or defending the Claims; Second, to
<br />the repair or restoration of the portion of the Property, if any, not condemned or proposed for
<br />condemnation and not otherwise the subject of a claim or award; and Third, to the Secured
<br />Obligations in any order without suspending, extending or reducing any obligation of Borrower
<br />to make installment payments.
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<br />(ii) Insurance. If the Proceeds are the result of Claims described in clause 6.1 I (a)(iii) above or
<br />interest accrued thereon, Lender shall apply the Proceeds in the following order of priority:
<br />First, to Lender's expenses in settling, prosecuting or defending the Claims; Second. to the
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<br />Master SI REG NE (rev. 08/2005)
<br />1245359.6
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