Common use of Condemnation and Eminent Domain Clause in Contracts

Condemnation and Eminent Domain. In the event that any condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to all or any “material portion of the Property”, the Seller shall promptly notify the Buyer thereof, in which event the Buyer shall, within ten (10) days after receiving Seller’s notice, elect in writing to either (i) consummate the purchase of the Property without reduction of the Purchase Price, and the right to collect any condemnation award or compensation for such condemnation shall be assigned by the Seller to the Buyer at Closing, and the Seller shall not take any action to settle any condemnation award or compensation, or (ii) terminate this Agreement, whereupon the Deposit shall be returned to the Buyer and all obligations and liabilities of the parties under this Agreement shall be extinguished and released, except for the Surviving Obligations. If Buyer fails to make the foregoing election within such 10 day period, then Buyer will be deemed to have elected to proceed in accordance with clause (ii) above. As used in this Section 10(b), the term “material portion of the Property” means all of the Property or any portion of the Property which, if taken, (i) would result in the fair market value of the remaining Property being less than $250,000,000.00 as reasonably determined by Buyer and its unrelated third party appraisers, or (ii) would, as reasonably determined by Buyer, impair or prevent the continued existence, maintenance, use or leasing of such portions of the Improvements as presently configured, including but not limited to the common areas of the Real Property and all related facilities, as currently exist, are maintained, used and/or could lawfully be made available for lease or use.

Condemnation and Eminent Domain. In the event that If any condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to all or any “material portion of the Property”, the Seller shall promptly upon obtaining knowledge thereof notify Purchaser thereof (“Taking Notice”). If the Buyer thereofcondemnation will not result in a material and adverse effect (as hereinafter defined) on the Property, the parties shall proceed to Closing, in which event Seller shall assign or pay to Purchaser at Closing all of Seller's right, title, and interest in any award payable on account of the Buyer shallcondemnation and/or pay to Purchaser all such awards previously paid. In the event that such condemnation will result in a material and adverse effect on the Property, Purchaser shall have the option, which shall be exercised by written notice to Seller and Escrow Agent within ten five (105) days Business Days after receiving Seller’s noticeits receipt of the Taking Notice, elect in writing to either (i) to terminate this Agreement and receive the prompt return of the Deposit, in which case the parties shall have no further rights or obligations under this Agreement (except for any obligations that expressly survive termination), or (ii) to consummate the purchase of the Property without a reduction of the Purchase Price, in which event Seller shall assign or pay to Purchaser at Closing all of Seller's right, title, and interest in any award payable on account of the right condemnation proceeding and/or pay to collect Purchaser all such awards previously paid. For the purposes of this Section 9.2, “material and adverse effect” shall include, but not be limited to, any condemnation award reduction in the amount of any of the rentable square footage of the Improvements, the reduction in the number of parking spaces at the Property, or compensation for such condemnation shall be assigned by the Seller permanent, material disruption of access to the Buyer at Closing, and the Seller shall not take any action Property. Failure to settle any condemnation award or compensation, or (ii) terminate this Agreement, whereupon the Deposit shall be returned to the Buyer and all obligations and liabilities give notice of the parties under this Agreement shall be extinguished and released, except for the Surviving Obligations. If Buyer fails to make the foregoing Purchaser's election within such 10 day period, then Buyer will five (5) Business Day period shall be deemed to have elected an election by Purchaser to proceed in accordance with clause (ii) above. As used in this Section 10(b), the term “material portion of the Property” means all of the Property or any portion of the Property which, if taken, (i) would result in the fair market value of the remaining Property being less than $250,000,000.00 as reasonably determined by Buyer and its unrelated third party appraisers, or (ii) would, as reasonably determined by Buyer, impair or prevent the continued existence, maintenance, use or leasing of such portions of the Improvements as presently configured, including but not limited to the common areas of the Real Property and all related facilities, as currently exist, are maintained, used and/or could lawfully be made available for lease or useClosing.

Condemnation and Eminent Domain. In the event that If any condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to all or any “material portion of the Property”, the Seller shall promptly upon obtaining knowledge thereof notify Purchaser thereof (“Taking Notice”). If the Buyer thereofcondemnation will not result in a material and adverse effect (as hereinafter defined) on the Property, the parties shall proceed to Closing without a reduction of the Purchase Price, in which event the Buyer shall, within ten (10) days after receiving Seller shall assign or pay to Purchaser at Closing all of Seller’s noticeright, elect title, and interest in writing any award payable on account of the condemnation and/or pay to Purchaser all such awards previously paid. In the event that such condemnation will result in a material and adverse effect on the Property, Purchaser shall have the option, which shall be exercised by written notice to Seller and Escrow Agent within five (5) Business Days after its receipt of the Taking Notice (and the Closing Date shall be extended if needed to allow the full period), either (i) to terminate this Agreement and receive the prompt return of the Deposit, in which case the parties shall have no further rights or obligations under this Agreement (except for any obligations that expressly survive termination), or (ii) to consummate the purchase of the Property without a reduction of the Purchase Price, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s right, title, and interest in any award payable on account of the right condemnation proceeding and/or pay to collect Purchaser all such awards previously paid. For the purposes of this Section 9.2, “material and adverse effect” shall include, but not be limited to, any condemnation award reduction in the amount of any of the rentable square footage of the Improvements, the termination of any Leases, the reduction in the number of parking spaces at the Property, the non-compliance of the Property with applicable laws, or compensation for such condemnation shall be assigned by the Seller permanent material disruption of access to the Buyer at Closing, and the Seller shall not take any action Property. Failure to settle any condemnation award or compensation, or (ii) terminate this Agreement, whereupon the Deposit shall be returned to the Buyer and all obligations and liabilities give notice of the parties under this Agreement shall be extinguished and released, except for the Surviving Obligations. If Buyer fails to make the foregoing Purchaser’s election within such 10 day period, then Buyer will five (5) Business Day period shall be deemed to have elected an election by Purchaser to proceed in accordance with clause (ii) above. As used in this Section 10(b), the term “material portion of the Property” means all of the Property or any portion of the Property which, if taken, (i) would result in the fair market value of the remaining Property being less than $250,000,000.00 as reasonably determined by Buyer and its unrelated third party appraisers, or (ii) would, as reasonably determined by Buyer, impair or prevent the continued existence, maintenance, use or leasing of such portions of the Improvements as presently configured, including but not limited to the common areas of the Real Property and all related facilities, as currently exist, are maintained, used and/or could lawfully be made available for lease or useClosing.

Condemnation and Eminent Domain. In the event that If any condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to all or any “material portion of the Property”, the Seller shall promptly upon obtaining knowledge thereof notify Purchaser thereof (“Taking Notice”). If the Buyer thereofcondemnation will not result in a material and adverse effect (as hereinafter defined) on the Property, the parties shall proceed to Closing without a reduction of the Purchase Price, in which event the Buyer shall, within ten (10) days after receiving Seller shall assign or pay to Purchaser at Closing all of Seller’s noticeright, elect title, and interest in writing any award payable on account of the condemnation and/or pay to Purchaser all such awards previously paid. In the event that such condemnation will result in a material and adverse effect on the Property, Purchaser shall have the option, which shall be exercised by written notice to Seller and Escrow Agent within five (5) Business Days after its receipt of the Taking Notice, either (i) to terminate this Agreement and receive the prompt return of the Deposit, in which case the parties shall have no further rights or obligations under this Agreement (except for any obligations that expressly survive termination), or (ii) to consummate the purchase of the Property without a reduction of the Purchase Price, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s right, title, and interest in any award payable on account of the right condemnation proceeding and/or pay to collect Purchaser all such awards previously paid. For the purposes of this Section 9.2, “material and adverse effect” shall include, but not be limited to, any condemnation award reduction in the amount of any of the rentable square footage of the Improvements, the reduction in the number of parking spaces at the Property, or compensation for such condemnation shall be assigned by the Seller permanent, material disruption of access to the Buyer at Closing, and the Seller shall not take any action Property. Failure to settle any condemnation award or compensation, or (ii) terminate this Agreement, whereupon the Deposit shall be returned to the Buyer and all obligations and liabilities give notice of the parties under this Agreement shall be extinguished and released, except for the Surviving Obligations. If Buyer fails to make the foregoing Purchaser’s election within such 10 day period, then Buyer will five (5) Business Day period shall be deemed to have elected an election by Purchaser to proceed in accordance with clause (ii) above. As used in this Section 10(b), the term “material portion of the Property” means all of the Property or any portion of the Property which, if taken, (i) would result in the fair market value of the remaining Property being less than $250,000,000.00 as reasonably determined by Buyer and its unrelated third party appraisers, or (ii) would, as reasonably determined by Buyer, impair or prevent the continued existence, maintenance, use or leasing of such portions of the Improvements as presently configured, including but not limited to the common areas of the Real Property and all related facilities, as currently exist, are maintained, used and/or could lawfully be made available for lease or useClosing.

Condemnation and Eminent Domain. In the event that If any condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to all or any “material portion of the Property, Beacon Member shall promptly upon obtaining knowledge thereof notify Xxxxxx Member thereof (“Taking Notice”). If the condemnation will not result in a material and adverse effect (as hereinafter defined) on the Property, the Seller parties shall promptly notify proceed to Closing. In the Buyer thereofevent that such condemnation will result in a material and adverse effect on the Property, in Xxxxxx Member shall have the option, which event shall be exercised by written notice to Beacon Member within five (5) Business Days after its receipt of the Buyer shallTaking Notice, within ten (10) days after receiving Seller’s notice, elect in writing to either (i) make a Put/Call Termination Election, or (ii) to consummate the purchase of the Property Beacon Member’s Interest without a reduction of the Purchase Price, in which event Beacon Member shall assign or pay to Xxxxxx Member at the Put/Call Closing all of Beacon Member’s right, title, and interest in any award payable on account of the right condemnation proceeding and/or pay to collect Xxxxxx Member all such awards previously paid to Beacon Member. For the purposes of this section 4, “material and adverse effect” shall include, but not be limited to, any condemnation award reduction in the amount of any of the rentable square footage of the Improvements, the reduction in the number of parking spaces at the Property, or compensation for such condemnation shall be assigned by the Seller permanent, material disruption of access to the Buyer at Closing, and the Seller shall not take any action Property. Failure to settle any condemnation award or compensation, or (ii) terminate this Agreement, whereupon the Deposit shall be returned to the Buyer and all obligations and liabilities give notice of the parties under this Agreement shall be extinguished and released, except for the Surviving Obligations. If Buyer fails to make the foregoing Xxxxxx Member’s election within such 10 day period, then Buyer will five (5) Business Day period shall be deemed to have elected an election by Xxxxxx Member to proceed in accordance with clause (ii) above. As used in this Section 10(b), the term “material portion of the Property” means all of the Property or any portion of the Property which, if taken, (i) would result in the fair market value of the remaining Property being less than $250,000,000.00 as reasonably determined by Buyer and its unrelated third party appraisers, or (ii) would, as reasonably determined by Buyer, impair or prevent the continued existence, maintenance, use or leasing of such portions of the Improvements as presently configured, including but not limited to the common areas of the Put/Call Closing. Schedule “Put/Call Conditions” -93- SCHEDULE “SPECIFIED LINE ITEMS” TO XXXXXX CENTER JV LLC LIMITED LIABILITY COMPANY AGREEMENT Cleaning Utilities Repairs and Maintenance Grounds and Security Management Fee Administrative Insurance Real Property and all related facilities, as currently exist, are maintained, used and/or could lawfully be made available for lease or use.Estate Taxes Non-Escalatable Expenses

Condemnation and Eminent Domain. In the event that If any condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to all or any “material portion of the Property”Premises, the Seller shall promptly upon obtaining actual knowledge thereof notify Buyer thereof (“Taking Notice”). If the Buyer thereofcondemnation will not result in the right of the Tenant to terminate the Lease, the parties shall proceed to Closing, in which event Seller shall assign or pay to Buyer at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation and/or pay to Buyer shallall such awards previously paid (subject, in each case, to the rights of the Tenant thereto pursuant to the Lease). In the event that such condemnation will result in the right of the Tenant to terminate the Lease, Buyer shall have the option, which shall be exercised by written notice to Seller and Escrow Agent within ten (10) days Business Days after receiving Seller’s noticeits receipt of the Taking Notice (with the Closing Date automatically extended, elect in writing if necessary, to allow for such response period), either (i) to terminate this Agreement and receive the immediate return of the Xxxxxxx Money Deposit, in which case the parties shall have no further rights or obligations under this Agreement (except for any obligations that expressly survive termination of this Agreement), or (ii) to consummate the purchase of the Property Premises without a reduction of the Purchase Price, in which event Seller shall assign or pay to Buyer at Closing all of Seller’s right, title, and interest in any award payable on account of the right condemnation proceeding and/or pay to collect any condemnation award or compensation for Buyer all such condemnation awards previously paid(subject, in each case, to the rights of the Tenant thereto pursuant to the Lease). Failure to give notice of Buyer’s election within such ten (10) Business Day period shall be assigned deemed an election by Buyer to proceed to Closing. Executed as an instrument under seal as of the Seller date first set forth above. SELLER: DW GLENDALE CA LANDLORD, LLC By: SunTrust Equity Funding, LLC, a Delaware limited liability company, its sole member By: /s/ Xxxxxxx XxXxxx Name: Xxxxxxx XxXxxx Title: Manager PURCHASER: XXXXXXX CAPITAL CORPORATION, a California corporation By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Chief Investment Officer JOINDER OF GUARANTOR SunTrust Equity Funding, LLC a Delaware limited liability company (the "Company"), hereby joins in this Agreement for the sole purpose of guaranteeing the payment of any Post-Closing Claims up to the Cap, plus any amounts owed under this Agreement in connection with a Transfer Tax Event. The Company represents and warrants that (a) the Company is affiliated with Seller and will receive a substantial benefit from Buyer at Closingentering into this Agreement and consummating the transaction contemplated hereby, (b) the Company has the power and authority to enter into this Joinder, (c) this Joinder is not in conflict with any other indenture, agreement or other instrument to which the Company is a party or bound, and (d) this Joinder constitutes a legal, valid and binding obligation enforceable against the Company in accordance with its terms. The Company hereby waives, to the extent permitted by law, any and all notices with respect to the matters pertaining hereto, diligence and demand of performance, and the benefit of any suretyship defenses or circumstances that might constitute a legal or equitable discharge of a surety. The undersigned hereby agrees that Buyer may enforce the provisions of this Joinder without the necessity of first proceeding against Seller shall not take or pursuing any action to settle other remedy or enforcing any condemnation award or compensation, or (ii) terminate this Agreement, whereupon the Deposit other right. The Company shall be returned obligated hereunder, notwithstanding any modification, discharge, indulgence or extension of the guaranteed obligations that may occur in any bankruptcy or reorganization case or proceeding concerning Seller or otherwise. The provisions of this Joinder shall be binding upon the Company and its successors and assigns, and shall inure to the Buyer benefit of and all obligations and liabilities of the parties under this Agreement shall be extinguished and released, except for the Surviving Obligations. If Buyer fails to make the foregoing election within such 10 day period, then Buyer will be deemed to have elected to proceed in accordance with clause (ii) above. As used in this Section 10(b), the term “material portion of the Property” means all of the Property or any portion of the Property which, if taken, (i) would result in the fair market value of the remaining Property being less than $250,000,000.00 as reasonably determined enforceable by Buyer and its unrelated third party appraiserssuccessors and assigns. SunTrust Equity Funding, or (ii) wouldLLC, as reasonably determined by Buyera Delaware limited liability company, impair or prevent the continued existence, maintenance, use or leasing of such portions of the Improvements as presently configured, including but not limited to the common areas of the Real Property and all related facilities, as currently exist, are maintained, used and/or could lawfully be made available for lease or use.its sole member By: /s/ Xxxxxxx XxXxxx Name: Xxxxxxx XxXxxx Title: Manager

Condemnation and Eminent Domain. In the event that If any condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to for all or any “material portion of the Property”, the Seller shall promptly upon obtaining knowledge thereof notify Purchaser thereof (“Taking Notice”). If the Buyer thereofcondemnation will not result in a material and adverse effect (as hereinafter defined) on the Property, the parties shall proceed to Closing, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s right, title, and interest in any award payable on account of the Buyer shallcondemnation and/or pay to Purchaser all such awards previously paid. If such condemnation will result in a material and adverse effect on the Property, Purchaser shall have the option, which shall be exercised by written notice to Seller and Escrow Agent within ten (10) days Business Days after receiving Seller’s noticeits receipt of the Taking Notice, elect in writing to either (i) to terminate this Agreement and receive the prompt return of the Deposit, in which case the parties shall have no further rights or obligations under this Agreement (except for any obligations that expressly survive termination), or (ii) to consummate the purchase of the Property without a reduction of the Purchase Price, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s right, title, and interest in any award payable on account of the right condemnation proceeding and/or pay to collect Purchaser all such awards previously paid. For the purposes of this Section 9.2, “material and adverse effect” shall include, but not be limited to, any condemnation award reduction in the amount of any of the rentable square footage of the Improvements, the reduction in the number of parking spaces at the Property, or compensation for such condemnation shall be assigned by the Seller material disruption of access to the Buyer at Closing, and the Seller shall not take any action Property. Failure to settle any condemnation award or compensation, or (ii) terminate this Agreement, whereupon the Deposit shall be returned to the Buyer and all obligations and liabilities give notice of the parties under this Agreement shall be extinguished and released, except for the Surviving Obligations. If Buyer fails to make the foregoing Purchaser’s election within such 10 day period, then Buyer will ten (10) Business Day period shall be deemed to have elected an election by Purchaser to proceed in accordance with clause (ii) above. As used in this Section 10(b), the term “material portion of the Property” means all of the Property or any portion of the Property which, if taken, (i) would result in the fair market value of the remaining Property being less than $250,000,000.00 as reasonably determined by Buyer and its unrelated third party appraisers, or (ii) would, as reasonably determined by Buyer, impair or prevent the continued existence, maintenance, use or leasing of such portions of the Improvements as presently configured, including but not limited to the common areas of the Real Property and all related facilities, as currently exist, are maintained, used and/or could lawfully be made available for lease or useClosing.