Common use of Condemnation Awards Clause in Contracts

Condemnation Awards. Borrower shall immediately notify the Administrative Agent of the institution of any proceeding for the condemnation or other taking of the Project or any portion thereof. The Administrative Agent may participate in any such proceeding and Borrower will deliver to the Administrative Agent all instruments necessary or required by the Administrative Agent to permit such participation. Without the Administrative Agent’s prior consent (subject to the approval of the Majority Lenders), Borrower (1) shall not agree to any compensation or award, and (2) shall not take any action or fail to take any action which would cause the compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to the Administrative Agent. Borrower authorizes the Administrative Agent to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole and absolute discretion (which the Administrative Agent shall exercise at the direction of the Majority Lenders) to apply the same toward the payment of the Loans, notwithstanding that the Loans may not then be due and payable, or to the restoration of the Project; provided, however, if the award is less than or equal to the Threshold Amount and Borrower requests that such proceeds be used for non structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, the Administrative Agent will apply the award to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of Default. Borrower, upon request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation to the Administrative Agent, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Lead Borrower shall immediately notify the Administrative Agent of the institution of any proceeding for the condemnation or other taking of the Project or any portion thereof. The Administrative Agent may participate in any such proceeding and Lead Borrower will deliver to the Administrative Agent all instruments necessary or required by the Administrative Agent to permit such participation. Without the Administrative Agent’s prior consent (subject to the approval of the Majority Lenders), Borrower (1) shall not agree to any compensation or award, and (2) shall not take any action or fail to take any action which would cause the compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to the Administrative Agent. Borrower authorizes the Administrative Agent to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole and absolute discretion (which the Administrative Agent shall exercise at the direction of the Majority Lenders) to apply the same toward the payment of the Loans, notwithstanding that the Loans may not then be due and payable, or to the restoration of the Project; provided, however, if the award is less than or equal to the Threshold Amount and Borrower requests that such proceeds be used for non structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, the Administrative Agent will apply the award to such restoration in accordance with disbursement procedures the terms applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of Default3.3. Borrower, upon request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation to the Administrative Agent, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower shall immediately promptly notify Lender of the Administrative Agent receipt by Borrower of written notice of the institution of any proceeding for the condemnation or other taking of the Project Property or any portion thereof. The Administrative Agent Lender may participate in any such proceeding and Borrower will shall deliver to the Administrative Agent Lender all instruments necessary or required by the Administrative Agent Lender to permit such participation. Without the Administrative Agent’s Lender's prior written consent (subject to the approval of the Majority Lenderswhich consent shall not be unreasonably withheld), Borrower (1i) shall not agree to any compensation or award, and (2ii) shall not take any action or fail to take any action which would cause the compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of the Project Property or any part thereof are hereby assigned to and shall be paid to Lender for application to the Administrative AgentObligations (except as expressly provided below). Borrower authorizes the Administrative Agent Lender to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole and absolute discretion (which the Administrative Agent shall exercise at the direction of the Majority Lenders) to apply the same toward the payment of the LoansObligations in such order, priority and proportions as Lender in its reasonable discretion shall deem proper (and provided no Event of Default has occurred and is continuing as of the date Lender applies such condemnation proceeds to the Obligations, no Applicable Prepayment Fee shall be payable in connection with any such prepayment), notwithstanding that the Loans Obligations may not then be due and payable, or to the restoration of the Project; provided, however, that if the award is less than or equal to the Threshold Amount $250,000.00 and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, the Administrative Agent Lender will apply the award to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of DefaultNet Proceeds. Borrower, upon request by the Administrative AgentLender, shall execute all instruments reasonably requested by Lender to confirm the assignment of the awards and compensation to the Administrative AgentLender, free and clear of all liensLiens, charges (except as expressly set forth above) or encumbrances. If Lender applies condemnation proceeds to the Obligations, the lien of the Loan Documents shall be reduced only by the amount of such proceeds actually applied by Lender in reduction of the Obligations, but if such proceeds do not discharge the Obligations in full, then Lender may elect to accelerate repayment of, or Borrower may elect to repay, the entire remaining outstanding balance of the Obligations, such prepayment to be made in either case within one hundred twenty (120) days following notice from the electing party to the other party (or such longer period as my be reasonably necessary for Borrower to secure replacement financing as long as Borrower is diligently pursuing said refinancing in good faith), without any Applicable Prepayment Fee due thereon so long as no Event of Default exists as of the both date Lender so accelerates or Borrower elects repayment of the Obligations and the date the Obligations are fully and finally repaid. Regardless of whether condemnation proceeds are made available to Borrower, Borrower shall, promptly following a condemnation or other taking and diligently thereafter, undertake all actions necessary to keep the Property safe, secure and free from reasonably foreseeable hazards and otherwise in material compliance with applicable Legal Requirements and notwithstanding any condemnation or other taking, Borrower shall continue to pay the Obligations at the time and in the manner provided for its payment in this Agreement. ARTICLE 4.

Condemnation Awards. Borrower shall immediately notify the promptly give Administrative Agent written notice of the institution actual or threatened commencement of any proceeding for the condemnation or other taking eminent domain proceeding affecting any Project (a “Condemnation”) and shall deliver to Administrative Agent copies of any and all papers served in connection with such Condemnation. Following the Project occurrence of a Condemnation, Borrower, regardless of whether any award or any portion thereofcompensation (an “Award”) is available, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable Requirements of Law. The Administrative Agent may participate in any such proceeding (for itself and on behalf of the Lenders) and Borrower will deliver to the Administrative Agent all instruments necessary or required by the Administrative Agent to permit such participation. Without the Administrative Agent’s prior consent (subject to the approval of the Majority Lenders)consent, Borrower (1a) shall not agree to any compensation or awardAward, and (2b) shall not take any action or fail to take any action which would cause the compensation Award to be determined. All awards and compensation Awards for the taking or purchase in lieu of condemnation of the a Project or any part thereof are hereby assigned to and shall be paid to the Administrative Agent. Borrower authorizes the Administrative Agent is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect collect, receive and receive retain any Award and to make any compromise or settlement in connection with any such awards Condemnation and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole and absolute discretion (which in consultation with the Administrative Agent shall exercise at the direction of the Majority Required Lenders) to apply the same toward the payment of the LoansLoan, notwithstanding that the Loans Loan may not then be due and payable, or to the restoration of the applicable Project; provided, however, if the award Award is less than or equal to the Threshold Amount $100,000 and Borrower requests that such proceeds be used for non structural nonstructural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationCondemnation, the Administrative Agent will apply the award Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of DefaultDefault and, with respect to the Xxxxxxx Sundial Project only, the Ground Lease remains in full force and effect. Borrower, upon request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation Awards to the Administrative Agent, free and clear of all liens, charges or encumbrances.. Anything herein to the contrary notwithstanding, if a Potential Default or Event of Default exists, Administrative Agent is authorized to adjust such Award without the consent of Borrower and to collect such Award in the name of Administrative Agent (on behalf of itself and the Lenders) and Borrower. [Summit Healthcare] 42

Condemnation Awards. Borrower Borrowers shall immediately notify the promptly give Administrative Agent written notice of the institution actual or threatened commencement of any proceeding for the condemnation or other taking eminent domain proceeding affecting any Project (a “Condemnation”) and shall deliver to Administrative Agent copies of any and all papers served in connection with such Condemnation. Following the Project occurrence of a Condemnation, Borrowers, regardless of whether any award or any portion thereofcompensation (an “Award”) is available, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with all Requirements of Law. The Administrative Agent may participate in any such proceeding (for itself and Borrower on behalf of the Lenders) and Xxxxxxxxx will deliver to the Administrative Agent all instruments necessary or required by the Administrative Agent to permit such participation. Without the Administrative Agent’s prior consent consent, Borrowers (subject to the approval of the Majority Lenders), Borrower (1a) shall not agree to any compensation or awardAward, and (2b) shall not take any action or fail to take any action which would cause the compensation Award to be determined. All awards and compensation Awards for the taking or purchase in lieu of condemnation of the applicable Project or any part thereof are hereby assigned to and shall be paid to the Administrative Agent. Borrower authorizes the Administrative Agent to collect be held and disbursed or applied as hereinafter provided. Administrative Agent is hereby irrevocably appointed as CONA – Healthcare Trust, Inc. 92119388.8 Borrowers’ attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any Award and to make any compromise or settlement in connection with any such awards Condemnation and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole and absolute discretion (which in consultation with the Administrative Agent shall exercise at the direction of the Majority Required Lenders) to apply the same toward the payment of the LoansLoan, notwithstanding that the Loans Loan may not then be due and payable, or to the restoration of the applicable Project; provided, however, if the award Award is less than or equal to the Restoration Threshold Amount and Borrower requests Borrowers request in writing that such proceeds be used for non structural nonstructural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationCondemnation, the Administrative Agent will apply the award Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of Default. BorrowerBorrowers, upon request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation Awards to the Administrative Agent, free and clear of all liens, charges or encumbrances. Anything herein to the contrary notwithstanding, if a Potential Default or Event of Default exists, Administrative Agent is authorized to adjust such Award without the consent of Borrowers and to collect such Award in the name of Administrative Agent (on behalf of itself and the Lenders) and Borrowers.

Condemnation Awards. Borrower Xxxxxxxx shall immediately notify the Administrative Agent of the institution of any proceeding for the condemnation or other taking of the Project or any portion thereof. The Administrative Agent may participate in any such proceeding and Borrower will deliver to the Administrative Agent all instruments necessary or required by the Administrative Agent to permit such participation. Without the Administrative Agent’s prior consent (subject to the approval of the Majority Lenders), Borrower (1) shall not agree to any compensation or award, and (2) shall not take any action or fail to take any action which would cause the compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to the Administrative Agent. Borrower authorizes the Administrative Agent to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole and absolute discretion (which the Administrative Agent shall exercise at the direction of the Majority Lenders) to apply the same toward the payment of the Loans, notwithstanding that the Loans may not then be due and payable, or to the restoration of the Project; provided, however, if the award is less than or equal to the Threshold Amount and Borrower requests that such proceeds be used for non structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, the Administrative Agent will apply the award to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of Default. Borrower, upon request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation to the Administrative Agent, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower shall immediately notify the Administrative Agent of the institution of any proceeding for the condemnation or other taking of the Project or any portion thereof. The Administrative Agent may participate in any such proceeding and Borrower will deliver to the Administrative Agent all instruments necessary or required by the Administrative Agent to permit such participation. Without the Administrative Agent’s 's prior consent (subject to the approval of the Majority Lenders), Borrower (1) shall not agree to any compensation or award, and (2) shall not take any action or fail to take any action which would cause the compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to the Administrative Agent. Borrower authorizes the Administrative Agent to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s 's sole and absolute discretion (which the Administrative Agent shall exercise at the direction of the Majority Lenders) to apply the same toward the payment of the Loans, notwithstanding that the Loans may not then be due and payable, or to the restoration of the Project; provided, however, if the award is less than or equal to the Threshold Amount and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, the Administrative Agent will apply the award to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of Default. Borrower, upon request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation to the Administrative Agent, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower Xxxxxxxx shall immediately notify the Administrative Agent of the institution of any proceeding for the condemnation or other taking of the Project Property or any portion thereof. The Administrative Agent may participate in any such proceeding and Borrower will deliver to the Administrative Agent all instruments necessary or required by the Administrative Agent to permit such participation. Without the Administrative Agent’s prior consent consent, not to be unreasonably withheld with respect to an Immaterial Condemnation (subject to the approval of the Majority Lendersas defined below), Borrower (1) shall not agree to any compensation or award, and (2) shall not take any action or fail to take any action which would cause the compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of the Project Property or any part thereof are hereby assigned to and shall be paid to the Administrative Agent. Borrower authorizes the Administrative Agent to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole and absolute discretion (which the Administrative Agent shall exercise at the direction of the Majority Lenders) discretion, to apply the same toward the payment of the LoansLoan, notwithstanding that the Loans Loan may not then be due and payable, or to the restoration of the ProjectProperty; provided, however, that if (A) the award is less than or equal to the Threshold Amount $___________________ and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationcondemnation or (B) such condemnation does not adversely affect the Property or access thereto, as reasonably determined by Administrative Agent (the foregoing set forth in clauses (A) and (B), an “Immaterial Condemnation”), Administrative Agent will apply the award to such restoration in accordance with the disbursement procedures applicable to insurance proceeds as set forth in Section 3.3 provided therein, provided, that there exists no Potential Default or Event of Default. Borrower, upon request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation to the Administrative Agent, free and clear of all liens, charges or encumbrances. It is expressly understood and agreed that any proceeds received by Administrative Agent pursuant to this Section 3 shall in no way be construed as being held in trust for the benefit of Borrower.

Condemnation Awards. The Borrower shall immediately notify the Administrative Agent of the institution of any proceeding for the condemnation or other taking of the Project Property or any portion thereof. The Administrative Agent may participate in any such proceeding and the Borrower will deliver to the Administrative Agent all instruments necessary or required by the Administrative Agent to permit such participation. Without the Administrative Agent’s prior consent consent, not to be unreasonably withheld with respect to an Immaterial Condemnation (subject to the approval of the Majority Lendersas defined below), the Borrower (1) shall not agree to any compensation or award, and (2) shall not take any action or fail to take any action which would cause the compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of the Project Property or any part thereof are hereby assigned to and shall be paid to the Administrative Agent. The Borrower authorizes the Administrative Agent to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole and absolute discretion (which the Administrative Agent shall exercise at the direction of the Majority Lenders) discretion, to apply the same toward the payment of the LoansLoan, notwithstanding that the Loans Loan may not then be due and payable, or to the restoration of the ProjectProperty; provided, however, that if (A) the award is less than or equal to $___________________ and the Threshold Amount and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationcondemnation or (B) such condemnation does not adversely affect the Property or access thereto, as reasonably determined by the Administrative Agent (the foregoing set forth in clauses (A) and (B), an “Immaterial Condemnation”), the Administrative Agent will apply the award to such restoration in accordance with the disbursement procedures applicable to insurance proceeds as set forth in Section 3.3 provided therein, provided, that there exists no Potential Default or Event of Default. The Borrower, upon request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation to the Administrative Agent, free and clear of all liens, charges or encumbrances. It is expressly understood and agreed that any proceeds received by the Administrative Agent pursuant to this Section 3 shall in no way be construed as being held in trust for the benefit of the Borrower.

Condemnation Awards. Borrower shall immediately notify the promptly give Administrative Agent written notice of the institution actual or threatened commencement of any proceeding for the condemnation or other taking eminent domain proceeding affecting a Project (a “Condemnation”) and shall deliver to Administrative Agent copies of any and all papers served in connection with such Condemnation. Following the Project occurrence of a Condemnation, Borrower, regardless of whether any award or any portion thereofcompensation (an “Award”) is available, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. The Administrative Agent may participate in any such proceeding (for itself and on behalf of the Lenders) and Borrower will deliver to the Administrative Agent all instruments necessary or required by the Administrative Agent to permit such participation. Without the Administrative Agent’s prior consent (subject to the approval of the Majority Lenders)consent, Borrower (1a) shall not agree to any compensation or awardAward, and (2b) shall not take any action or fail to take any action which would cause the compensation Award to be determined. All awards and compensation Awards for the taking or purchase in lieu of condemnation of the a Project or any part thereof are hereby assigned to and shall be paid to the Administrative Agent. Borrower authorizes the Administrative Agent is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect collect, receive and receive retain any Award and to make any compromise or settlement in connection with any such awards Condemnation and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole and absolute discretion (which in consultation with the Administrative Agent shall exercise at the direction of the Majority Required Lenders) to apply the same toward the payment of the LoansLoan, notwithstanding that the Loans Loan may not then be due and payable, or to the restoration of the applicable Project; provided, however, if the award Award is less than or equal to the Threshold Amount $100,000 and Borrower requests that such proceeds be used for non structural nonstructural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationCondemnation, the Administrative Agent will apply the award Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of Default. Borrower, upon request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation Awards to the Administrative Agent, free and clear of all liens, charges or encumbrances.. Anything herein to the contrary notwithstanding, if a Potential Default or Event of Default exists, Administrative Agent is authorized to adjust such Award without the consent of Borrower and to collect such Award in the name of Administrative Agent (on behalf of itself and the Lenders) and Borrower. LOAN AGREEMENT – Page 40[Heritage Wxxxx]

Condemnation Awards. Borrower Borrowers shall immediately notify the promptly give Administrative Agent written notice of the institution actual or threatened commencement of any proceeding for the condemnation or other taking eminent domain proceeding affecting any Project (a “Condemnation”) and shall deliver to Administrative Agent copies of any and all papers served in connection with such Condemnation. Following the Project occurrence of a Condemnation, Borrowers, regardless of whether any award or any portion thereofcompensation (an “Award”) is available, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character, as prior to such Condemnation, all to be effected in accordance with all Requirements of Law. The Administrative Agent may participate in any such proceeding (for itself and Borrower on behalf of Lenders) and Borrowers will deliver to the Administrative Agent all instruments necessary or required by the Administrative Agent to permit such participation. Without the Administrative Agent’s prior consent consent, Borrowers (subject to the approval of the Majority Lenders), Borrower (1a) shall not agree to any compensation or awardAward, and (2b) shall not take any action or fail to take any action which would cause the compensation Award to be determined. All awards and compensation Awards for the taking or purchase in lieu of condemnation of the any Individual Project or any part thereof are hereby assigned to and shall be paid to the Administrative Agent. Borrower authorizes the Administrative Agent is hereby irrevocably appointed as Borrowers’ attorney-in-fact, coupled with an interest, with exclusive power to collect collect, receive and receive retain any Award and to make any compromise or settlement in connection with any such awards Condemnation and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole and absolute discretion (which in consultation with the Administrative Agent shall exercise at the direction of the Majority Required Lenders) to apply the same toward the payment of the LoansLoan), notwithstanding that the Loans Loan may not then be due and payable, or to the restoration of the applicable Project; provided, however, if all Awards in the award is aggregate are less than or equal to the Restoration Threshold Amount and Borrower requests Borrowers request that such proceeds be used for non structural nonstructural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationCondemnation, the Administrative Agent will apply the award such Award(s) to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of Default. BorrowerBorrowers, upon request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation Awards to the Administrative Agent, free and clear of all liens, charges or encumbrances.. Anything herein to the contrary notwithstanding, if an Event of Default exists, Administrative Agent is authorized to adjust such Award without the consent of Borrowers and to collect such Award in the name of Administrative Agent (on behalf of itself and Lenders) and Borrowers. HTI MOB Portfolio

Condemnation Awards. Borrower shall immediately notify the Administrative Agent Lender of the institution of any proceeding for the condemnation or other taking of the Project a Parcel or any portion thereof. The Administrative Agent Lender may participate in any such proceeding and Borrower will deliver to the Administrative Agent Lender all instruments necessary or required by the Administrative Agent Lender to permit such participation. Without the Administrative AgentLender’s prior consent, which consent (subject to the approval of the Majority Lenders)shall not be unreasonably withheld or delayed, Borrower (1) shall not agree to any compensation or award, and (2) shall not take any action or fail to take any action which would cause the compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of the Project a Parcel or any part thereof are hereby assigned to and shall be paid to the Administrative AgentLender. Borrower authorizes the Administrative Agent Lender to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in the Administrative AgentLender’s sole and absolute discretion (which the Administrative Agent shall exercise at the direction of the Majority Lenders) to apply the same toward the payment of the Loans, notwithstanding that the Loans may not then be due and payable, or to the restoration of the Projectcondemned Parcel; provided, however, if the award is less than or equal to the Threshold Amount $50,000 and Borrower requests that such proceeds be used for non structural non‑structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, the Administrative Agent Lender will apply the award to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of Default. Borrower, upon request by the Administrative AgentLender, shall execute all instruments requested to confirm the assignment of the awards and compensation to the Administrative AgentLender, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower Borrowers shall immediately notify the Administrative Agent of the actual or threatened institution of any proceeding for the condemnation or other taking of the any Project or any portion thereofthereof (a “Condemnation”) and shall deliver to Administrative Agent copies of any and all papers served in connection with such Condemnation. The Following the occurrence of a Condemnation, Borrowers, regardless of whether any award or compensation is available, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. Administrative Agent may participate in any such proceeding and Borrower Borrowers will deliver to the Administrative Agent all instruments necessary or required by the Administrative Agent to permit such participation. Without the Administrative Agent’s prior consent (subject to the approval of by the Majority Lenders), Borrower Borrowers shall not: (1a) shall not agree to any compensation or award, and (2b) shall not take any action act or fail to take any action which that would cause the compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of the any Project or any part thereof are hereby assigned to and shall be paid to the Administrative Agent. Borrower authorizes the Borrowers authorize Administrative Agent to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole and absolute discretion (which the Administrative Agent shall exercise at the direction of the Majority Lenders) to apply the same toward the payment of the Loans, notwithstanding that the Loans may not then be due and payable, or to the restoration of the affected Project; provided, however, if the award is less than or equal to the Threshold Amount $250,000 and Borrower requests Borrowers request that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, the Administrative Agent will apply the award to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of Default. BorrowerBorrowers, upon request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation to the Administrative Agent, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower shall immediately notify the promptly give Administrative Agent written notice of the institution actual or threatened commencement of any proceeding for the condemnation or other taking of eminent domain proceeding affecting the Project (a “Condemnation”) and shall deliver to Administrative Agent copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Borrower, regardless of whether any award or any portion thereofcompensation (an “Award”) is available, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with all Requirements of Law. The Administrative Agent may participate in any such proceeding (for itself and on behalf of the Lenders) and Borrower will deliver to the Administrative Agent all instruments necessary or required by the Administrative Agent to permit such participation. Without the Administrative Agent’s prior consent (subject to the approval of the Majority Lenders)consent, Borrower (1a) shall not agree to any compensation or awardAward, and (2b) shall not take any action or fail to take any action which would cause the compensation Award to be determined. All awards and compensation Awards for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to the Administrative Agent. Borrower authorizes the Administrative Agent to collect be held and disbursed or applied as hereinafter provided. Administrative Agent is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any Award and to make any compromise or settlement in connection with any such awards Condemnation and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole and absolute discretion (which in consultation with the Administrative Agent shall exercise at the direction of the Majority Required Lenders) to apply the same toward the payment of the LoansLoan, notwithstanding that the Loans Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the award Award is less than or equal to the Threshold Amount $250,000 and Borrower requests that such proceeds be used for non structural nonstructural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationCondemnation, the Administrative Agent will apply the award Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of Default. Borrower, upon request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation Awards to the Administrative Agent, free and clear of all liens, charges or encumbrances.. Anything herein to the contrary notwithstanding, if a Potential Default or Event of Default exists, Administrative Agent is authorized to adjust such Award without the consent of Borrower and to collect such Award in the name of Administrative Agent (on behalf of itself and the Lenders) and Borrower. LOAN AGREEMENT – Page 43[Summit Pxxxxxxxxx]

Condemnation Awards. Borrower Borrowers shall immediately notify the Administrative Agent of the institution of any proceeding for the condemnation or other taking of the any Project or any portion thereof. The Administrative Agent may participate in any such proceeding and Borrower Borrowers will deliver to the Administrative Agent all instruments necessary or required by the Administrative Agent to permit such participation. Without the Administrative Agent’s prior consent (subject to the approval of the Majority Lenders)consent, Borrower Borrowers (1) shall not agree to any compensation or award, and (2) shall not take any action or fail to take any action which would cause the compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of the any Project or any part thereof are hereby assigned to and shall be paid to Administrative Agent (on behalf of the Administrative AgentLenders). Borrower authorizes the Borrowers authorize Administrative Agent to collect and receive such awards and compensationcompensation (and, if any such award or compensation is paid by check, draft or other negotiable demand instrument made payable to a Borrower or to a Borrower (or Borrowers) and Administrative Agent jointly, to endorse the same on a Borrower’s behalf), to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole and absolute discretion (which the Administrative Agent shall exercise at the direction of the Majority Lenders) to apply the same toward the payment of the Loans, notwithstanding that the Loans may not then be due and payable, or to the restoration of the Project; provided, however, if the award is less than or equal to the Restoration Threshold Amount and Borrower requests Borrowers request that such proceeds be used for non structural site improvements (such as landscape, driveway, walkway and parking area repairs) restoration of the applicable Project required to be made as a result of such condemnation, the Administrative Agent will apply the award to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of Default. BorrowerBorrowers, upon request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation to the Administrative Agent, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower shall immediately as soon as is reasonably practical notify the Administrative Agent of the institution of any proceeding for the condemnation or other taking of the Project any Property or any portion thereof. The Administrative Agent may participate in any such proceeding and Borrower will deliver to the Administrative Agent all instruments necessary or required by the Administrative Agent to permit such participation. Without the Administrative Agent’s prior consent (subject to the approval of the Majority Lenders), Borrower (1a) shall not agree to any compensation or award, and (2b) shall not take any action or fail to take any action which would cause the compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of the Project any and all Properties or any part thereof are hereby assigned to and shall be paid to the Administrative Agent. Borrower authorizes the Administrative Agent to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole and absolute discretion (which the Administrative Agent shall exercise at the direction of the Majority Lenders) to apply the same toward the payment of the Loans, notwithstanding that the Loans may not then be due and payable, or to the restoration of the ProjectProperty; provided, however, if the award is less than or equal to the Threshold Amount and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, the Administrative Agent will apply the award to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of Default. Borrower, upon request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation to the Administrative Agent, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower Borrowers shall immediately notify the promptly give Administrative Agent written notice of the institution actual or threatened commencement of any proceeding for the condemnation or other taking eminent domain proceeding affecting any Project (a “Condemnation”) and shall deliver to Administrative Agent copies of any and all papers served in connection with such Condemnation. Following the Project occurrence of a Condemnation, Borrowers, regardless of whether any award or any portion thereofcompensation (an “Award”) is available, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character, as prior to such Condemnation, all to be effected in accordance with all Requirements of Law. The Administrative Agent may participate in any such proceeding (for itself and Borrower on behalf of Lenders) and Borrowers will deliver to the Administrative Agent all instruments necessary or required by the Administrative Agent to permit such participation. Without the Administrative Agent’s prior consent consent, Borrowers (subject to the approval of the Majority Lenders), Borrower (1a) shall not agree to any compensation or awardAward, and (2b) shall not take any action or fail to take any action which would cause the compensation Award to be determined. All awards and compensation Awards for the taking or purchase in lieu of condemnation of the any Individual Project or any part thereof are hereby assigned to and shall be paid to the Administrative Agent. Borrower authorizes the Administrative Agent is hereby irrevocably appointed as Borrowers’ attorney-in-fact, coupled with an interest, with exclusive power to collect collect, receive and receive retain any Award and to make any compromise or settlement in connection with any such awards Condemnation and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole and absolute discretion (which in consultation with the Administrative Agent shall exercise at the direction of the Majority Required Lenders) to apply the same toward the payment of the LoansLoan), notwithstanding that the Loans Loan may not then be due and payable, or to the restoration of the applicable Project; provided, however, if all Awards in the award is aggregate are less than or equal to the Restoration Threshold Amount and Borrower requests Borrowers request that such proceeds be used for non structural nonstructural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationCondemnation, the Administrative Agent will apply the award such Award(s) to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of Default. BorrowerBorrowers, upon request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation Awards to the Administrative Agent, free and clear of all liens, charges or encumbrances.. Anything herein to the contrary notwithstanding, if an Event of Default exists, Administrative Agent is authorized to adjust such Award without the consent of Borrowers and to collect such Award in the name of Administrative Agent (on behalf of itself and Lenders) and Borrowers. LOAN AGREEMENT – PAGE 56 HTI MOB Portfolio

Condemnation Awards. Borrower The Borrowers shall immediately notify promptly give the Administrative Agent written notice of the institution actual or threatened commencement of any proceeding for the condemnation or other taking eminent domain proceeding affecting any Borrowing Base Asset (a “Condemnation”) and shall deliver to the Administrative Agent copies of any and all papers served in connection with such Condemnation. Following the Project occurrence of a Condemnation, the Borrower that owns the affected Borrowing Base Asset, regardless of whether any award or any portion thereofcompensation (an “Award”) is available, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable Law. The Administrative Agent may participate in any such proceeding and Borrower the Borrowers will deliver to the Administrative Agent all instruments necessary or required by the Administrative Agent to permit such participation. Without the Administrative Agent’s prior consent consent, the Borrowers (subject to the approval of the Majority Lenders), Borrower (1a) shall not agree to any compensation or awardAward, and (2b) shall not take any action or fail to take any action which would cause the compensation Award to be determined. All awards and compensation Awards for the taking or purchase in lieu of condemnation of the Project any Borrowing Base Asset or any part thereof are hereby assigned to and shall be paid to the Administrative Agent. Borrower authorizes the The Administrative Agent is hereby irrevocably appointed as each Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect collect, receive and receive retain any Award and to make any compromise or settlement in connection with any such awards Condemnation and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole and absolute discretion (which the Administrative Agent shall exercise at the direction of the Majority Lenders) to apply the same toward the payment of the LoansLoan, notwithstanding that the Loans Loan may not then be due and payable, or to the restoration of the Projectaffected Borrowing Base Asset; provided, however, if the award Award is less than or equal to $100,000 and the Threshold Amount and Borrower requests Borrowers request that such proceeds be used for non CREDIT AGREEMENT DAL:0535130/00080:1910701v7 structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationCondemnation, the Administrative Agent will apply the award Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of Default. BorrowerThe Borrowers, upon request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation Award to the Administrative Agent, free and clear of all liens, charges or encumbrances. Anything herein to the contrary notwithstanding, if a Default or an Event of Default exists, the Administrative Agent is authorized to adjust such Award without the consent of the Borrowers and to collect such Award in the name of the Administrative Agent and the Borrowers.

Condemnation Awards. Borrower shall immediately notify the promptly give Administrative Agent written notice of the institution actual or threatened commencement of any proceeding for the condemnation or other taking of eminent domain proceeding affecting the Project (a “Condemnation”) and shall deliver to Administrative Agent copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, subject to Administrative Agent making available to Borrower any award or any portion thereofcompensation (an “Award”), Borrower shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be at least equal of value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. The To the extent permitted by applicable Requirements of Law, Administrative Agent may participate in any such proceeding (for itself and on behalf of the Lenders) and Borrower will deliver to the Administrative Agent all instruments necessary or required by the Administrative Agent to permit such participation. Without the Administrative Agent’s prior consent (subject to the approval of the Majority Lenders)consent, Borrower (1a) shall not agree to any compensation or awardAward, and (2b) shall not take any action or fail to take any action which would cause the compensation Award to be determined. All awards and compensation To the extent permitted by the applicable Requirements of Law, all Awards for the taking or purchase in lieu of condemnation of the Project or any part thereof are hereby assigned to and shall be paid to the Administrative Agent. Borrower authorizes the Administrative Agent is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect collect, receive and receive retain any Award and to make any compromise or settlement in connection with any such awards Condemnation and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole and absolute discretion (which in consultation with the Administrative Agent shall exercise at the direction of the Majority Required Lenders) to apply the same toward the payment of the LoansLoan, notwithstanding that the Loans Loan may not then be due and payable, or to the restoration of the Project; provided, however, if the award Award is less than or equal to the Threshold Amount $100,000 and Borrower requests request that such proceeds be used for non structural nonstructural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationCondemnation, the Administrative Agent will apply the award Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of Default. Borrower, upon request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation Awards to the Administrative Agent, free and clear of all liens, charges or encumbrances. Anything herein to the contrary notwithstanding, if a Potential Default or Event of Default exists, Administrative Agent is authorized to adjust such Award without the consent of Borrower and to collect such Award in the name of Administrative Agent (on behalf of itself and the Lenders) and Borrower.

Condemnation Awards. Borrower shall immediately as soon as is reasonably practical notify the Administrative Agent of the institution of any proceeding for the condemnation or other taking of the Project any Property or any portion thereof. The Administrative Agent may participate in any such proceeding and Borrower will deliver to the Administrative Agent all instruments necessary or required by the Administrative Agent to permit such participation. Without the Administrative Agent’s 's prior consent (subject to the approval of the Majority Lenders), Borrower (1a) shall not agree to any compensation or award, and (2b) shall not take any action or fail to take any action which would cause the compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of the Project any and all Properties or any part thereof are hereby assigned to and shall be paid to the Administrative Agent. Borrower authorizes the Administrative Agent to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s 's sole and absolute discretion (which the Administrative Agent shall exercise at the direction of the Majority Lenders) to apply the same toward the payment of the Loans, notwithstanding that the Loans may not then be due and payable, or to the restoration of the ProjectProperty; provided, however, if the award is less than or equal to the Threshold Amount and Borrower requests that such proceeds be used for non non-structural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnation, the Administrative Agent will apply the award to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of Default. Borrower, upon request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation to the Administrative Agent, free and clear of all liens, charges or encumbrances.

Condemnation Awards. Borrower Borrowers shall immediately notify the promptly give Administrative Agent written notice of the institution actual or threatened commencement of any proceeding for the condemnation or other taking eminent domain proceeding affecting any Project (a “Condemnation”) and shall deliver to Administrative Agent copies of any and all papers served in connection with such Condemnation. Following the Project occurrence of a Condemnation, Borrowers, regardless of whether any award or any portion thereofcompensation (an “Award”) is available, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with all Requirements of Law. The Administrative Agent may participate in any such proceeding (for itself and Borrower on behalf of the Lenders) and Borrowers will deliver to the Administrative Agent all instruments necessary or required by the Administrative Agent to permit such participation. Without the Administrative Agent’s prior consent consent, Borrowers (subject to the approval of the Majority Lenders), Borrower (1a) shall not agree to any compensation or awardAward, and (2b) shall not take any action or fail to take any action which would cause the compensation Award to be determined. All awards and compensation Awards for the taking or purchase in lieu of condemnation Condemnation of the any Project or any part thereof are hereby assigned to and shall be paid to the Administrative Agent. Borrower authorizes the Administrative Agent to collect be held and disbursed or applied as hereinafter provided. Administrative Agent is hereby irrevocably appointed as Borrowers’ attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any Award and to make any compromise or settlement in connection with any such awards Condemnation and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole and absolute discretion (which in consultation with the Administrative Agent shall exercise at the direction of the Majority Required Lenders) to apply the same toward the payment of the LoansLoan, notwithstanding that the Loans Loan may not then be due and payable, or to the restoration of the applicable Project; provided, however, if the award Award is less than or equal to the Restoration Threshold Amount and Borrower requests Borrowers request that such proceeds be used for non structural nonstructural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationCondemnation, the Administrative Agent will apply the award Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of Default. BorrowerBorrowers, upon request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation Awards to the Administrative Agent, free and clear of all liens, charges or encumbrances. Anything herein to the contrary notwithstanding, if a Potential Default or Event of Default exists, Administrative Agent is authorized to adjust such Award without the consent of Borrowers and to collect such Award in the name of Administrative Agent (on behalf of itself and the Lenders) and Borrowers.

Condemnation Awards. Borrower Borrowers shall immediately notify the promptly give Administrative Agent written notice of the institution actual or threatened commencement of any proceeding for the condemnation or other taking eminent domain proceeding affecting any Project (a “Condemnation”) and shall deliver to Administrative Agent copies of any and all papers served in connection with such Condemnation. Following the Project occurrence of a Condemnation, Borrowers, regardless of whether any award or any portion thereofcompensation (an “Award”) is available, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character, as prior to such Condemnation, all to be effected in accordance with all Requirements of Law. The Administrative Agent may participate in any such proceeding (for itself and Borrower on behalf of Lenders) and Borrowers will deliver to the Administrative Agent all instruments necessary or required by the Administrative Agent to permit such participation. Without the Administrative Agent’s prior consent consent, Borrowers (subject to the approval of the Majority Lenders), Borrower (1a) shall not agree to any compensation or awardAward, and (2b) shall not take any action or fail to take any action which would cause the compensation Award to be determined. All awards and compensation Awards for the taking or purchase in lieu of condemnation of the any Individual Project or any part thereof are hereby assigned to and shall be paid to the Administrative Agent. Borrower authorizes the Administrative Agent is hereby irrevocably appointed as Borrowers’ attorney-in-fact, coupled with an interest, with exclusive power to collect collect, receive and receive retain any Award and to make any compromise or settlement in connection with any such awards Condemnation and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole and absolute discretion (which in consultation with the Administrative Agent shall exercise at the direction of the Majority Required Lenders) to apply the same toward the payment of the LoansLoan), notwithstanding that the Loans Loan may not then be due and payable, or to the restoration of the applicable Project; provided, however, if all Awards in the award is aggregate are less than or equal to the Restoration Threshold Amount and Borrower requests Borrowers request that such proceeds be used for non structural nonstructural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationCondemnation, the Administrative Agent will apply the award such Award(s) to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of Default. BorrowerBorrowers, upon request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation Awards to the Administrative Agent, free and clear of all liens, charges or encumbrances. Anything herein to the contrary notwithstanding, if an Event of Default exists, Administrative Agent is authorized to adjust such Award without the consent of Borrowers and to collect such Award in the name of Administrative Agent (on behalf of itself and Lenders) and Borrowers.

Condemnation Awards. Borrower Borrowers shall immediately notify the promptly give Administrative Agent written notice of the institution actual or threatened (by written notification) commencement of any proceeding for the condemnation or other taking eminent domain proceeding affecting any Project (a “Condemnation”) and shall deliver to Administrative Agent copies of any and all papers served in connection with such Condemnation. Following the Project occurrence of a Condemnation, Borrowers, regardless of whether any award or any portion thereofcompensation (an “Award”) is available, shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. The Administrative Agent may participate in any such proceeding (for itself and Borrower on behalf of the Lenders) and Borrowers will deliver to the Administrative Agent all instruments necessary or required by the Administrative Agent to permit such participation. Without the Administrative Agent’s prior consent consent, Borrowers (subject to the approval of the Majority Lenders), Borrower (1a) shall not agree to any compensation or awardAward, and (2b) shall not take any action or fail to take any action which would cause the compensation Award to be determined. All awards and compensation Awards for the taking or purchase in lieu of condemnation of the any Project or any part thereof are hereby assigned to and shall be paid to the Administrative Agent. Borrower authorizes the Administrative Agent is hereby irrevocably appointed as Borrowers’ attorney-in-fact, coupled with an interest, with exclusive power to collect collect, receive and receive retain any Award and to make any compromise or settlement in connection with any such awards Condemnation and compensation, to give proper receipts and acquittances therefor, and in the Administrative Agent’s sole and absolute discretion (which in consultation with the Administrative Agent shall exercise at the direction of the Majority Required Lenders) to apply the same toward the payment of the LoansLoan, notwithstanding that the Loans Loan may not then be due and payable, or to the restoration of the applicable Project; provided, however, if the award Award is less than or equal to the Threshold Amount $100,000 and Borrower requests Borrowers request that such proceeds be used for non structural nonstructural site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such condemnationCondemnation, the Administrative Agent will apply the award Award to such restoration in accordance with disbursement procedures applicable to insurance proceeds set forth in Section 3.3 provided there exists no Potential Default or Event of Default. BorrowerBorrowers, upon request by the Administrative Agent, shall execute all instruments requested to confirm the assignment of the awards and compensation Awards to the Administrative Agent, free and clear of all liens, charges or encumbrances. Anything herein to the contrary notwithstanding, if a Potential Default or Event of Default exists, Administrative Agent is authorized to adjust such Award without the consent of Borrowers and to collect such Award in the name of Administrative Agent (on behalf of itself and the Lenders) and Borrowers.