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<br />200600597
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<br />Credit Agreement. Beneficiary shall not be held responsible for any failure to collect any
<br />insurance proceeds due under the terms of any policy regardless ofthe cause of such failure.
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<br />3.03.03 In the event of the foreclosure of this Instrument or any other transfer of
<br />title to the Premises in extinguishment, in whole or in part, of the Obligations, all right, title and
<br />interest of Grantor in and to all insurance policies then in force shall pass to the purchaser or
<br />grantee.
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<br />3.04 Condemnation. Subject to the provisions hereinbelow concerning "Non-Material
<br />Condemnations," if all or any portion of the Premises shall be damaged or taken through
<br />condemnation (the term "condemnation" when used in this Instrument shall include any damage
<br />or taking by any governmental or quasi-governmental authority by exercise of power of eminent
<br />domain and any transfer by private sale in lieu thereof), then the entire Obligations shall, at the
<br />option of the Beneficiary, immediately become due and payable. Grantor, immediately upon
<br />obtaining knowledge of the institution of any action or proceeding for the taking through
<br />condemnation of the Premises or any part thereof, will notify Beneficiary, and Beneficiary is
<br />hereby authorized, at its option, to commence, appear in and prosecute, through counsel selected
<br />by Beneficiary, in its own name, any action or proceeding relating to any condemnation, and to
<br />settle or compromise any claim of Beneficiary in connection therewith. In addition, Beneficiary
<br />is hereby authorized, at its option, if and to the fullest extent then permissible under applicable
<br />law, (i) to commence, appear in and prosecute, through counsel selected by Beneficiary, in
<br />Grantor's name, any such action or proceedings, and (ii) to settle or compromise any claim of
<br />Grantor in connection therewith. With respect to any condemnation, all such compensation,
<br />awards, damages, claims, rights of action and proceeds and the right thereto are hereby assigned
<br />by Grantor to Beneficiary, and Beneficiary is authorized, at its option, to collect and receive all
<br />such compensation, awards or damages and to give proper receipts and acquittances therefor
<br />without any obligation to question the amount of any such compensation, awards or damages.
<br />After deducting from said condemnation proceeds all of its expenses incurred in the collection
<br />and administration of such sums, including reasonable attorney's fees, Beneficiary shall apply
<br />the net proceeds or any part thereof, to the payment of the Obligations in such order as
<br />Beneficiary shall elect, all without affecting the lien or security interest created by this
<br />Instrument, and any balance of such moneys then remaining shall be paid to Grantor or any other
<br />person or entity lawfully entitled thereto. Grantor agrees to execute such further assignments of
<br />any compensation, awards, damages, claims, rights of action and proceeds as Beneficiary may
<br />require. If, prior to the receipt by Beneficiary of such award or proceeds, the Premises, or any
<br />part thereof, shall have been sold on foreclosure of this Instrument, or under the power of sale
<br />herein granted, Beneficiary shall have the right to receive such award or proceeds to the extent of
<br />any unpaid Obligations following such sale, with legal interest thereon, whether or not a
<br />deficiency judgment on this Instrument or the Credit Agreement shall have been sought or
<br />recovered, and to the extent of counsel fees, costs and disbursements incurred by Beneficiary in
<br />connection with the collection of such award or proceeds. In the event of a "Non-Material
<br />Condemnation" (as hereinafter defined) and provided no Event of Default shall have occurred
<br />and is continuing, Beneficiary shall not have an option to declare the Obligations due and
<br />payable, as granted in the first sentence of this Section 3.04. A "Non-Material Condemnation"
<br />shall mean a condemnation which does not result in the taking or damage, either temporarily or
<br />permanently, of (i) all of the Land, (ii) any material portion of any buildings or structures now or
<br />hereafter erected on the Land, (iii) so much of the Land as causes the remainder of the Land to be
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