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. 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 non-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 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. 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 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 '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 '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 non-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. Each Borrower shall immediately notify promptly give the Administrative Agent notice of the institution actual or threatened commencement of any proceeding for the condemnation or other taking eminent domain proceeding (a “Condemnation”) affecting any Individual Property and shall deliver to the Administrative Agent copies of any and all papers served in connection with such proceedings. So long as no Event of Default has occurred, the Borrowers shall be entitled to negotiate and settle any Condemnation proceedings which involve claims of less than the Condemnation Limit and which do not have a material adverse effect on parking, access or Improvements at any Individual Property without obtaining the prior consent of the Project Administrative Agent. If an Event of Default has occurred, or if the Condemnation involves a claim equal to or greater than the Condemnation Limit and would have a material adverse effect on parking, access or Improvements at any portion thereof. The Individual Property, the Administrative Agent may participate in any such proceeding negotiations and Borrower will proceedings and the reasonable out-of-pocket costs of the Administrative Agent with respect thereto shall be at the expense of the Borrowers and the Borrowers shall deliver to the Administrative Agent all instruments necessary required to permit participation in such negotiations and proceedings. Each Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with the Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or required by defense of any such proceedings (subject, however, to the Borrower’s rights to negotiate and settle certain claims without the consultation of the Administrative Agent as set forth above). The Administrative Agent is hereby irrevocably appointed as each Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to permit collect, receive and apply any award consistent with the Loan Documents and, upon any Borrower’s failure to diligently prosecute a claim for an Award, to make any compromise or settlement in connection with any such participationCondemnation. Without the Administrative Agent’s prior consent Notwithstanding any taking by any public or quasi-public authority through eminent domain or otherwise (subject to the approval of the Majority Lenders), Borrower (1) shall including but not agree limited 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 transfer made in lieu of condemnation or in anticipation of the Project or any part thereof are hereby assigned exercise of such taking), the Borrowers shall continue to and shall be paid to pay the Administrative Agent. Borrower authorizes Indebtedness at the Administrative Agent to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, time and in the Administrative Agent’s sole manner provided for its payment in the Notes and absolute discretion in this Agreement and the Indebtedness shall not be reduced until any award or payment therefor (which the Administrative Agent an “Award”) 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 have been actually received 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 applied by the Administrative Agent, shall execute all instruments requested after the deduction of reasonable out-of-pocket expenses of collection not previously paid by the Borrowers, to confirm the assignment reduction or discharge of the awards and compensation Indebtedness. The Administrative Agent shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Notes. If an Individual Property or any portion thereof is taken by a condemning authority, the Borrowers shall promptly commence and diligently prosecute the Restoration of the Individual Property and otherwise comply with the provisions of Section 3.3 hereof. If an Individual Property is sold, through foreclosure or otherwise, prior to the receipt by the Administrative AgentAgent of the Award, free and clear of all liensthe Administrative Agent shall have the right, charges whether or encumbrancesnot a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Indebtedness.

Condemnation Awards. Borrower shall immediately notify the Administrative Agent promptly give Lender written notice of the institution actual or threatened commencement of any proceeding for the condemnation or other taking eminent domain proceeding (a “Condemnation”) and shall deliver to Lender copies of any and all papers served in connection with such Condemnation. Following the Project occurrence of a Condemnation, Borrower, provided any award or any portion thereofcompensation (an “Award”) is made available to Borrower, 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 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 (subject to the approval of the Majority Lenders)consent, Borrower (1a) shall not agree to any compensation or awardAward, and (2) shall not take any action or (b) 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 AgentLender. Borrower authorizes the Administrative Agent Lender to collect and receive such awards and compensationAwards, to give proper receipts and acquittances therefor, and and, in the Administrative AgentLender’s sole and absolute discretion (which the Administrative Agent shall exercise at the direction of the Majority Lenders) reasonable 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 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 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 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 Awards to the Administrative AgentLender, 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

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 W▇▇▇▇]

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 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 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 '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 ▇▇▇▇▇▇▇▇▇ 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. 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 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.

Condemnation Awards. Borrower The 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 the Borrowers will deliver to the Administrative Agent (on behalf of the Lenders) 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 the Borrowers (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 a Project or any part thereof are hereby assigned to and shall (to the extent such moneys are not required to be applied differently under any applicable Leasehold Property Lease approved by Administrative Agent) be paid to the Administrative AgentAgent (on behalf of the Lenders). Borrower authorizes The Borrowers hereby authorize the Administrative Agent (on behalf of the Lenders) to collect and receive such awards and compensation, to give proper receipts and acquittances acquaintances therefor, and in the Administrative Agent’s 's sole and absolute discretion (which to the extent such moneys are not required to be applied differently under any applicable Leasehold Property Lease approved by Administrative Agent shall exercise at the direction of the Majority LendersAgent) 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; providedPROVIDED, howeverHOWEVER, THAT, if the 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 the restoration of the remaining portions of such a Project or 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 pursuant to SECTION 3.02 hereof, 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 to the Administrative Agent, free and clear of all liens, charges or encumbrances.

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 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 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. 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 ▇▇▇▇▇▇▇ 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 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 P▇▇▇▇▇▇▇▇▇]

Condemnation Awards. Borrower shall immediately notify the Administrative Agent promptly give Lender written notice of the institution actual, or threatened commencement of any proceeding for the condemnation or other taking eminent domain proceeding (a "CONDEMNATION") and shall deliver to Lender 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 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 Agent’s Lender'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 AgentLender. Borrower authorizes the Administrative Agent Lender to collect and receive such awards and compensationAwards, to give proper receipts and acquittances therefor, and in the Administrative Agent’s Lender'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 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 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 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 Awards to the Administrative AgentLender, 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 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 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 ▇▇▇▇▇▇▇▇▇ 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 such 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 ▇▇▇▇▇▇▇▇▇’ 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 Inland Portfolio 105968199.6 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 such Project; provided, however, if the award Award is less than or equal to the Threshold Amount $250,000 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.

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 Except as otherwise provided in Section 9.17(2), 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. The Borrower 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 Real Property 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, 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 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 (subject to consent, 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 Real Property 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 the 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 Real Property Asset; provided, however, if the award Award is less than or equal to $100,000 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, 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 DefaultEvent. The Borrower, 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 an Event of Default exists, the Administrative Agent is authorized to adjust such Award without the consent of the Borrower and to collect such Award in the name of the Administrative Agent and the Borrower. CREDIT AGREEMENT – Page 61

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 promptly notify the Administrative Agent of the institution actual or threatened commencement of any condemnation or 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 occurrence of a Condemnation, Borrowers, regardless of whether any award or compensation (an “Award”) is available, shall promptly commence and diligently complete the preparation of plans and specifications for the condemnation or other taking restoration and shall thereafter diligently pursue the restoration to completion to the extent practicable to be of at least equal value and of substantially the Project or same character as prior to such Condemnation, all to be effected in accordance with all Requirements of Law. Borrowers shall diligently prosecute any portion thereofsuch proceeding and shall consult with Administrative Agent in connection therewith. The Without limiting the foregoing, 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 reasonably necessary or required by the Administrative Agent to permit such participation. Without the Administrative Agent’s prior written consent (subject to the approval of the Majority Lenderswhich consent shall not be unreasonably withheld, conditioned or delayed), Borrower (1) Borrowers 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 determinedAward. 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 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 such awards and compensationretain any Award, and 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 $250,000 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 written request by the Administrative Agent, shall execute all instruments reasonably requested to confirm the assignment of the awards and compensation Awards to the Administrative Agent, free and clear of all liens, charges or encumbrancesencumbrances (except for Permitted Exceptions). Anything herein to the contrary notwithstanding, if an Event of Default or Potential 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 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 law. The Administrative Agent may participate in any such proceeding (for itself and Borrower on behalf of the Lenders) and ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇’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.