Common use of Condemnation; Casualty Clause in Contracts

Condemnation; Casualty. If, before the Closing, Wolf receives notice that either of the Contributed Hotels are to be wholly or partially condemned, or if either of the Contributed Hotels is wholly or partially destroyed by fire or other casualty, or if so much of either of the Contributed Hotels is damaged by fire or other casualty, then, in any such event, Wolf shall notify CNL in writing of any such event (which notice will, to the extent then known, contain the amount of compensation offered for such condemnation or the amount of insurance proceeds offered to be paid on account of such casualty, as the case may be) and CNL shall have the right to (i) terminate this Agreement in its entirety by delivering notice of termination in writing to Wolf on or prior to the Closing Date and upon giving such notice of termination the parties hereto shall be released and discharged from any further obligation to each other hereunder except for those which expressly survive the termination of this Agreement; (ii) terminate this Agreement with respect to the Contributed Hotel which is the subject of the casualty or condemnation event by delivering notice of termination in writing to Wolf on or prior to the Closing Date and upon giving such notice of termination the parties hereto shall be released and discharged from any further obligation to each other hereunder with respect to such Contributed Hotel except for those which expressly survive the termination of this Agreement; or (iii) consummate the transactions contemplated herein on the Closing Date, and the Partnership shall be entitled to all proceeds of fire or other casualty insurance or condemnation (other than proceeds relating to business interruption or loss for periods prior to the Closing Date), CNL shall receive a credit to the Purchase Price for any deductibles with respect to any insurance proceeds in an amount equal to the product of such deductible multiplied by CNL’s percentage interest in the Partnership as of the Closing Date; provided, however, with respect to any casualty occurring after the Initial Anticipated Closing Date, CNL shall not have the right to terminate this Agreement set forth in clause (i) or (ii) of this sentence unless the cost of the restoration as reasonably estimated by CNL exceeds $500,000. Wolf shall have no responsibility for the restoration and repair of the Property.

Condemnation; Casualty. If, before the Closing, Wolf receives notice that either of the Contributed Hotels are to be wholly or partially condemned, or if either of the Contributed Hotels is wholly or partially destroyed by fire or other casualty, or if so much of either of the Contributed Hotels is damaged by fire or other casualty, then, in any such event, Wolf Seller shall promptly notify CNL Buyer in writing of any such event (which notice will, to the extent then known, contain the amount of compensation offered for such casualty or any condemnation or the amount of insurance proceeds offered to be paid on account of such casualty, as the case may be) and CNL shall have the right to (i) terminate this Agreement in its entirety by delivering notice of termination in writing to Wolf on or prior to the Closing Date and upon giving such notice of termination the parties hereto shall be released and discharged from any further obligation to each other hereunder except for those which expressly survive the termination of this Agreement; (ii) terminate this Agreement proceeding commenced with respect to the Contributed Hotel which is Property prior to the subject Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion of the Property, then Buyer may elect, by notice to Seller within fifteen (15) days after receipt of Seller’s notice, to terminate this Agreement, in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreement, or in the event of any casualty or condemnation event by delivering notice that does not result in a loss of termination a material portion of the Property, then Buyer shall close Escrow and shall accept such Property in writing to Wolf on or prior to its then condition and, upon the Closing Date and upon giving such notice Close of termination the parties hereto shall be released and discharged from any further obligation to each other hereunder with respect to such Contributed Hotel except Escrow: (a) for those which expressly survive the termination of this Agreement; or (iii) consummate the transactions contemplated herein on the Closing Datea casualty loss, and the Partnership shall be entitled to all proceeds of fire or other casualty insurance or condemnation (other than proceeds relating to business interruption or loss for periods prior to the Closing Date), CNL Buyer shall receive a credit to against the Purchase Price for any deductibles with respect in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to any Buyer all insurance proceeds in an amount equal payable to the product Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of such deductible multiplied by CNL’s percentage interest in the Partnership as this Agreement, a “material portion of the Closing Date; Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, with respect that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to any casualty occurring after the Initial Anticipated Closing DateSection 7(b)(ii) above, CNL Buyer shall not have the right to terminate this Agreement set forth in (provided, however, that the provisions of clause (i) or (iia) of the preceding sentence of this sentence unless the cost of the restoration as reasonably estimated by CNL exceeds $500,000. Wolf paragraph shall have no responsibility for the restoration and repair of the Propertynevertheless apply to any such casualty loss).

Condemnation; Casualty. If, before between the Effective Date and a Closing, Wolf receives notice that either any portion of the Contributed Hotels are Property is taken in condemnation, Seller shall notify Buyer of that fact and Buyer shall have the option to terminate this Agreement and its obligations hereunder. The option to terminate contained in this Article XII must be exercised by written notice to Seller no later than ten business days after Buyer is notified in writing by Seller or others of the condemnation, the exact areas to be wholly or partially condemned, and the condemning authority’s appraised condemnation value. If Buyer exercises its option to terminate in accordance with this Article XII, the Title Company shall return the Deposit to Buyer and neither party shall have any further obligation hereunder. If Buyer does not exercise its option to terminate as provided in this Article XII, the Agreement shall continue in full force and effect. In such event, the Purchase Price shall be paid by Buyer at Closing without reduction, but Seller shall remit to Buyer all awards or if either other proceeds received by Seller as a result of the Contributed Hotels condemnation. If, between the Effective Date and a Closing, the Property is wholly materially damaged or partially destroyed by fire or other casualty, or if so much of either of the Contributed Hotels is damaged by fire or other casualty, then, in any such event, Wolf Seller shall notify CNL in writing Buyer of any such event (which notice will, to the extent then known, contain the amount of compensation offered for such condemnation or the amount of insurance proceeds offered to be paid on account of such casualty, as the case may be) that fact and CNL Buyer shall have the right to (i) terminate this Agreement in its entirety by delivering notice of termination in writing to Wolf on or prior to the Closing Date and upon giving such notice of termination the parties hereto shall be released and discharged from any further obligation to each other hereunder except for those which expressly survive the termination of this Agreement; (ii) terminate this Agreement with respect to the Contributed Hotel which is the subject of the casualty or condemnation event by delivering notice of termination in writing to Wolf on or prior to the Closing Date and upon giving such notice of termination the parties hereto shall be released and discharged from any further obligation to each other hereunder with respect to such Contributed Hotel except for those which expressly survive the termination of this Agreement; or (iii) consummate the transactions contemplated herein on the Closing Date, and the Partnership shall be entitled to all proceeds of fire or other casualty insurance or condemnation (other than proceeds relating to business interruption or loss for periods prior to the Closing Date), CNL shall receive a credit to the Purchase Price for any deductibles with respect to any insurance proceeds in an amount equal to the product of such deductible multiplied by CNL’s percentage interest in the Partnership as of the Closing Date; provided, however, with respect to any casualty occurring after the Initial Anticipated Closing Date, CNL shall not have the right option to terminate this Agreement set forth and its obligations hereunder. The option to terminate contained in clause (i) this Article XII must be exercised by written notice to Seller no later than ten business days after Buyer is notified in writing by Seller or (ii) others of the casualty. If Buyer exercises its option to terminate in accordance with this Article XII, the Title Company shall return the Deposit to Buyer and neither party shall have any further obligation hereunder. If Buyer does not exercise its option to terminate as provided in this Article XII, the Agreement shall continue in full force and effect and Seller shall have no obligation to make any repairs or replacement of the Property, and shall assign and transfer to Buyer all right title and interest of Seller in and to any collected or uncollected casualty insurance which Seller may be entitled to receive from such damage. For purposes of this sentence unless paragraph the Property shall be considered “materially damaged” if the cost of the restoration as reasonably estimated by CNL exceeds repair is in excess of $500,000. Wolf shall have no responsibility for the restoration and repair of the Property35,000.00.

Condemnation; Casualty. If, before the Prior to Closing, Wolf receives notice that either Seller shall bear the entire risk of loss or damage to the Property. In the event all or any portion of the Contributed Hotels are to be wholly Property is condemned or partially condemnedtaken (or notice of any condemnation or taking is issued) so that, any material taking, which shall mean a taking of more than five percent (5%) of the Real Property, or if either any taking of actual or proposed curbcuts, access or parking that would materially and adversely affect Buyer’s ability to develop the Contributed Hotels is wholly or partially destroyed by fire or other casualty, or if so much of either of the Contributed Hotels is damaged by fire or other casualty, Property pursuant to Exhibit G then, in any Buyer may elect to terminate this Agreement by providing written notice of such event, Wolf shall notify CNL in writing termination to Seller within five (5) Business Days after Buyer’s receipt of any such event (which notice will, to the extent then known, contain the amount of compensation offered for such condemnation or taking or damage, upon which termination the amount of insurance proceeds offered Exxxxxx Money shall be returned to be paid on account of such casualty, as the case may be) Buyer and CNL neither party hereto shall have the right to (i) terminate this Agreement in its entirety by delivering notice of termination in writing to Wolf on or prior to the Closing Date and upon giving such notice of termination the parties hereto shall be released and discharged from any further obligation rights, obligations or liabilities under this Agreement, except as to each other hereunder except for those which indemnifications and provisions expressly survive the surviving termination of this Agreement; (ii) terminate this Agreement with respect to the Contributed Hotel which is the subject of the casualty or condemnation event by delivering notice of termination in writing to Wolf on or prior to the Closing Date and upon giving such notice of termination the parties hereto shall be released and discharged from any further obligation to each other hereunder with respect to such Contributed Hotel except for those which expressly survive the termination of this Agreement; or (iii) consummate the transactions contemplated herein on the Closing Date, and the Partnership shall be entitled to all proceeds of fire or other casualty insurance or condemnation (other than proceeds relating to business interruption or loss for periods prior to the Closing Date), CNL shall receive a credit to the Purchase Price for any deductibles with otherwise set forth herein. With respect to any insurance proceeds in an amount equal condemnation or taking, if Buyer does not elect to the product of such deductible multiplied by CNL’s percentage interest in the Partnership as of the Closing Date; provided, however, with respect to any casualty occurring after the Initial Anticipated Closing Date, CNL shall cancel this Agreement or does not have the right to terminate this Agreement set forth in clause (i) or (ii) of this sentence unless the cost as aforesaid, there shall be no abatement of the restoration as reasonably estimated Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. Seller shall promptly provide notice to Buyer of any actual or threatened condemnation, taking or eminent domain action or any written notice received with respect thereto). Seller shall not reach a settlement or agreement related to any taking of all or any portion of the Property by CNL exceeds $500,000condemnation or eminent domain, unless Buyer consents to the settlement or agreement, in writing. Wolf Unless this Agreement is terminated pursuant to this section and notwithstanding anything to the contrary contained herein, Seller shall transfer to Buyer, at the Closing, all amounts paid or payable on account of any taking of the Property by condemnation or eminent domain occurring between the Effective Date and the Closing, provided if such transfer would impair recovery, the Purchase Price shall be reduced by the amount of the such condemnation awards and Seller shall retain the same. With respect to a casualty that occurs after the Effective Date and prior to the Closing, Buyer shall have no responsibility for the restoration and repair right to terminate this Agreement as a result thereof, there shall be no abatement of the PropertyPurchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering the Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing), and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Condemnation; Casualty. Section 15.01 If, before during the period between the date hereof and the Closing, Wolf receives notice that either the Town of Smithtown or any other governmental authority having a power of eminent domain shall initiate any condemnation or eminent domain proceedings (“Taking Proceedings”) which might result in the taking of the Contributed Hotels are to be wholly Property or partially condemned, or if either of any part thereof (the Contributed Hotels is wholly or partially destroyed by fire or other casualty, or if so much of either of the Contributed Hotels is damaged by fire or other casualty"Taking"), then, in any such event, Wolf (I) Seller shall so notify CNL Purchaser, (II) Seller shall have no liability to Purchaser on account thereof, (III) if such proceedings might result in writing a Taking of all or any portion of the Improvements, all or any portion of the parking lot on the Land (unless such taking is immaterial), and/or any material portion of the Land and Improvements, Purchaser shall have the right to elect either (a) to accept such title as Seller is able to convey, without any reduction of the Purchase Price or any credit or allowance on account thereof or any other claim against Seller, or (b) to terminate this Agreement, and (IV) with respect to any other Taking, this Agreement shall not terminate but shall remain in full force and effect. If Purchaser elects to terminate this Agreement pursuant to the preceding clause (III) (b), then this Agreement shall terminate, whereupon (i) the Downpayment shall be returned to Purchaser, and (ii) thereafter, Purchaser and Seller shall have no further liability or obligations under this Agreement except with respect to the provisions hereof which by their terms expressly survive the termination hereof. If clause III applies, Purchaser shall make its election between subclauses (a) and (b) of clause III by written notice to Seller given not later than the fifth (5th) business day after the receipt by Purchaser of notice from Seller of condemnation or eminent domain proceedings. If Purchaser shall fail to give such notice as aforesaid, Purchaser shall be deemed to have elected subclause (a) above of Clause III and this Agreement shall remain in full force and effect. If this Agreement is not terminated by reason of any such event (which notice willTaking Proceedings, then this Agreement shall remain in full force and effect, and Seller and Purchaser shall proceed to effectuate the Closing under all the terms of this Agreement, subject, however, to the extent then knownfollowing: (1) Purchaser shall accept the Property subject to the Taking Proceedings (or, contain if the Taking shall have occurred prior to the Closing, Purchaser shall accept the remaining portions of the Property), without any adjustment to the Purchase Price on account thereof; (2) Seller, prior to the Closing, shall, in consultation with Purchaser, and at Purchaser's sole cost and expense, make all filings and other submissions required of the owner of the Property prior to the Closing in order to preserve and/or apply for any and all claims for any condemnation award on account of such Taking Proceedings, provided, however, that Seller shall not settle any such claims without Purchaser's approval, which approval Purchaser shall not unreasonably withhold; and (3) Seller, at the Closing, shall (x) pay to Purchaser an amount equal to any condemnation award theretofore received by Seller on account of compensation offered for such Taking, and (y) assign and transfer to Purchaser all of Seller's right, title and interest in and to any condemnation or the amount of insurance proceeds offered to award which may thereafter be paid on account of such casualtyTaking. Notwithstanding the foregoing, as the case may be) if, and CNL shall have the right to (i) terminate this Agreement in its entirety by delivering notice of termination in writing to Wolf on or prior to the Closing Date and upon giving extent, any of Seller's Personal Property is condemned as part of any such notice of termination the parties hereto shall be released and discharged from any further obligation to each other hereunder except for those which expressly survive the termination of this Agreement; (ii) terminate this Agreement with respect to the Contributed Hotel which is the subject of the casualty or condemnation event by delivering notice of termination in writing to Wolf on or prior to the Closing Date and upon giving such notice of termination the parties hereto shall be released and discharged from any further obligation to each other hereunder with respect to such Contributed Hotel except for those which expressly survive the termination of this Agreement; or (iii) consummate the transactions contemplated herein on the Closing DateTaking, and the Partnership Seller shall be entitled to all proceeds receive and retain the portion of fire or other casualty insurance or any such condemnation (other than proceeds relating to business interruption or loss for periods prior to the Closing Date), CNL shall receive a credit to the Purchase Price for any deductibles with respect to any insurance proceeds in an amount equal to the product of such deductible multiplied by CNL’s percentage interest in the Partnership as of the Closing Date; provided, however, with respect to any casualty occurring after the Initial Anticipated Closing Date, CNL shall not have the right to terminate this Agreement set forth in clause (i) or (ii) of this sentence unless the cost of the restoration as reasonably estimated by CNL exceeds $500,000. Wolf shall have no responsibility for the restoration and repair of the Propertyawards allocable thereto.

Condemnation; Casualty. IfThis paragraph 13 shall apply to all of the Properties. (a) Buyer shall have no right to terminate this Contract in the event a casualty occurs, or in the event of the institution of any proceedings, judicial, administrative or otherwise, prior to Closing which shall relate to the proposed taking of any portion of the Property by eminent domain, or in the event notice of such proceeding is given before the Closing, Wolf receives notice that either or in the event of the Contributed Hotels are to be wholly or partially condemned, or if either taking of any portion of the Contributed Hotels is wholly or partially destroyed Property by fire or other casualty, or if so much eminent domain prior to Closing. In the event of either any of the Contributed Hotels is damaged by fire or other casualtyforegoing, then, in any such event, Wolf there shall notify CNL in writing of any such event (which notice will, be no reduction to the extent then knownPurchase Price payable by Buyer hereunder and Seller, contain the amount of compensation offered for such condemnation or the amount of insurance at Closing, shall assign and/or pay over to Buyer all proceeds offered to be paid on account and awards of such casualtycasualty or taking which Seller received after the Effective Date, as less any reasonable amount which Seller may have been obligated to pay for repairs or restoration of the case may be) damage and/or in negotiating and CNL obtaining the award or proceeds. Notwithstanding the foregoing, Buyer shall have the right to (i) terminate this Agreement Contract in its entirety the event a casualty occurs which would take more than one hundred twenty (120) days, as estimated by delivering notice Seller's architect, to restore the Property after adjustment of termination the insurance proceeds, or if a taking occurs which results in writing a loss of more than thirty three (33%) percent of the parking lot or a portion of the actual apartment building. If Buyer elects to Wolf on or prior to the Closing Date and upon giving such notice of termination the parties hereto shall be released and discharged from any further obligation to each other hereunder except for those which expressly survive the termination of this Agreement; (ii) terminate this Agreement Contract with respect to one of the Contributed Hotel which is Properties, Buyer shall notify Seller in writing within ten (10) days after the subject occurrence of the casualty or condemnation event by delivering notice after determination of termination in writing to Wolf on the amount of land (or prior to the Closing Date and upon giving such notice of termination the parties hereto shall be released and discharged from any further obligation to each other hereunder with respect to such Contributed Hotel except for those which expressly survive the termination of this Agreement; or (iiibuilding) consummate the transactions contemplated herein on the Closing Datebeing taken, as applicable, and the Partnership Buyer shall be entitled to all proceeds of fire or other casualty insurance or condemnation (other than proceeds relating to business interruption or loss for periods prior to the Closing Date), CNL shall receive a credit to the Purchase Price for any deductibles with respect to any insurance proceeds in an amount equal reasonably acceptable to the product of such deductible multiplied by CNL’s percentage interest in the Partnership as of the Closing Date; provided, however, with respect to any casualty occurring after the Initial Anticipated Closing Date, CNL shall not have the right to terminate this Agreement set forth in clause (i) or (ii) of this sentence unless the cost of the restoration as reasonably estimated by CNL exceeds $500,000. Wolf shall have no responsibility for the restoration and repair of the Propertyboth parties.

Condemnation; Casualty. If, before the Closing, Wolf receives notice that either If any part of the Contributed Hotels are to be wholly or partially condemned, or if either land area of the Contributed Hotels Property is wholly or partially destroyed by fire or other casualty, or if so much of either condemned after the expiration of the Contributed Hotels is damaged by fire or other casualty, then, in any such event, Wolf shall notify CNL in writing of any such event (which notice will, Due Diligence Period and prior to the extent then knownClosing Date, contain the amount of compensation offered for such condemnation or the amount of insurance proceeds offered to be paid on account Seller shall promptly give Buyer written notice of such casualtycondemnation. In the event of a condemnation, as the case may be) and CNL Buyer shall have the right to option either (i) terminate to apply the proceeds of any condemnation award actually received by Seller prior to the Closing to reduce the Sales Price provided herein (or, in the event such proceeds have not been so received, to accept at the Closing an assignment of Seller’s rights therein and consummate the sale without reduction in the Sales Price), or (ii) to declare this Agreement in its entirety Contract terminated by delivering written notice of termination to Seller within ten (10) calendar days after Buyer receives written notice of the condemnation (and if Buyer is not then in writing default hereof, the Exxxxxx Money shall be returned to Wolf on Buyer and, except as may otherwise be expressly set forth in this Contract, neither party hereto shall have any other or further rights, duties or liabilities under this Contract). If Buyer elects to terminate this Contract pursuant to the foregoing sentence, all awards and compensation arising out of said condemnation shall be the property of Seller. In the event of a casualty or a material change to the condition of the Property after the expiration of the Due Diligence Period and prior to the Closing Date and upon giving such notice of termination the parties hereto shall be released and discharged from any further obligation to each other hereunder except for those (which expressly survive the termination of this Agreement; (ii) terminate this Agreement with respect to the Contributed Hotel which is the subject of the casualty Seller will not repair or condemnation event by delivering notice of termination in writing to Wolf on or prior to the Closing Date and upon giving such notice of termination the parties hereto shall be released and discharged from any further obligation to each other hereunder with respect to such Contributed Hotel except for those which expressly survive the termination of this Agreement; or (iii) consummate the transactions contemplated herein on the Closing Date, and the Partnership shall be entitled to all proceeds of fire or other casualty insurance or condemnation (other than proceeds relating to business interruption or loss for periods restore prior to the Closing Date), CNL Seller shall receive a credit promptly give Buyer written notice thereof. In such case, Buyer shall have the option, to be exercised by written notice to Seller within ten (10) calendar days after Buyer receives written notice of the casualty or material adverse change, to either (x) apply the proceeds of any insurance policy actually received by Seller prior to the Purchase Closing to reduce the Sales Price for any deductibles with respect to any provided herein (or, in the event such insurance proceeds in have not been so received, to accept at the Closing an amount equal to assignment of Seller’s rights therein and consummate the product of such deductible multiplied by CNL’s percentage interest sale without reduction in the Partnership Sales Price) or (y) to declare this Contract terminated by delivering written notice of termination to Seller (and if Buyer is not then in default hereof, the Exxxxxx Money shall be returned to Buyer and, except as of the Closing Date; providedmay otherwise be expressly set forth in this Contract, howeverneither party hereto shall have any other or further rights, with respect to any casualty occurring after the Initial Anticipated Closing Date, CNL shall not have the right duties or liabilities under this Contract). If Buyer elects to terminate this Agreement set forth in clause (i) Contract pursuant to the foregoing sentence, all awards and compensation arising out of said casualty or (ii) material damage shall be the property of this sentence unless the cost of the restoration as reasonably estimated by CNL exceeds $500,000. Wolf shall have no responsibility for the restoration and repair of the PropertySeller.

Condemnation; Casualty. If, before In the Closing, Wolf receives notice event that either all or any material portion of the Contributed Hotels are to be wholly or partially condemned, or if either of the Contributed Hotels is wholly or partially destroyed by fire or other casualty, or if so much of either of the Contributed Hotels is damaged by fire or other casualty, then, in any such event, Wolf shall notify CNL in writing of any such event (which notice will, to the extent then known, contain the amount of compensation offered for such condemnation or the amount of insurance proceeds offered to be paid on account of such casualty, as the case may be) and CNL shall have the right to (i) terminate this Agreement in its entirety by delivering notice of termination in writing to Wolf on or prior to the Closing Date and upon giving such notice of termination the parties hereto shall be released and discharged from any further obligation to each other hereunder except for those which expressly survive the termination of this Agreement; (ii) terminate this Agreement with respect to the Contributed Hotel which Property is the subject of the casualty a taking or condemnation event by delivering notice under the provisions of termination in writing to Wolf on or eminent domain prior to the Closing Date and date of Closing, Buyer may terminate this Agreement upon giving such written notice to Seller given within ten (10) business days of the notice of termination any pending taking or condemnation and the parties hereto Xxxxxxx Money and any extension payments shall be released and discharged from any further refunded to Buyer. For purposes of this Section 8.2, "material portion" means a taking or condemnation which in Xxxxx's opinion will materially affect Xxxxx's ability to develop the Property in the future. If Buyer does not elect to terminate this Agreement, then Seller shall have no obligation to each other hereunder with respect repair or replace any damage caused by the foregoing nor shall the Purchase Price be reduced, but at Closing, Seller shall assign to Buyer its rights to any condemnation proceeds resulting from such Contributed Hotel except for those which expressly survive taking and shall not make any settlements without Buyer's prior written approval. In the termination event that all or any material portion of this Agreement; or (iii) consummate the transactions contemplated herein improvements on the Closing Date, and the Partnership shall be entitled to all proceeds of fire Property are damaged or other destroyed by any casualty insurance or condemnation (other than proceeds relating to business interruption or loss for periods prior to the Closing Date)date of Closing, CNL Buyer shall receive a credit to the Purchase Price for any deductibles with respect to any insurance proceeds in an amount equal to the product of such deductible multiplied by CNL’s percentage interest in the Partnership as of the Closing Date; provided, however, with respect to any casualty occurring after the Initial Anticipated Closing Date, CNL shall not have the no right to terminate this Agreement set forth in clause (i) or (ii) of this sentence unless the cost of the restoration as reasonably estimated by CNL exceeds $500,000. Wolf and Seller shall have no responsibility for obligation to repair or replace any damage or destruction nor shall the restoration and repair Purchase Price be reduced, but at Closing, Buyer shall receive an assignment of the Propertyproceeds of any casualty insurance otherwise payable to Seller up to the amount necessary to level the applicable portions of the Property to grade level and remove all debris and the balance, if any, shall be paid to Seller.

Condemnation; Casualty. Section . If, before during the period between the date hereof and the Closing, Wolf receives notice that either the Town of Islip or any other governmental authority having a power of eminent domain shall initiate any condemnation or eminent domain proceedings (“Taking Proceedings”) which might result in the taking of the Contributed Hotels are to be wholly Property or partially condemned, any part thereof (the "Taking") or if either of the Contributed Hotels is wholly or partially destroyed by fire or other casualty, or if so much of either of the Contributed Hotels is damaged by fire or other casualtythere are pending any such Taking Proceedings, then, in any such event, Wolf (I) Seller shall so notify CNL in writing Purchaser, (II) Seller shall have no liability to Purchaser on account thereof, (III) Purchaser shall have the right to elect either (a) to accept such title as Seller is able to convey, without any reduction of the Purchase Price or any credit or allowance on account thereof or any other claim against Seller, or (b) to terminate this Agreement. If Purchaser elects to terminate this Agreement pursuant to the preceding clause (III) (b), then this Agreement shall terminate, whereupon (i) the Downpayment shall be returned to Purchaser, and (ii) thereafter, Purchaser and Seller shall have no further liability or obligations under this Agreement except with respect to the provisions hereof which by their terms expressly survive the termination hereof. Purchaser shall make its election between subclauses (a) and (b) of clause III by written notice to Seller given not later than the fifth (5th) business day after the receipt by Purchaser of notice from Seller of condemnation or eminent domain proceedings. If Purchaser shall fail to give such notice as aforesaid, Purchaser shall be deemed to have elected subclause (b) above of Clause III. If this Agreement is not terminated by reason of any such event (which notice willTaking Proceedings, then this Agreement shall remain in full force and effect, and Seller and Purchaser shall proceed to effectuate the Closing under all the terms of this Agreement, subject, however, to the extent then knownfollowing: (1) Purchaser shall accept the Property subject to the Taking Proceedings (or, contain if the Taking shall have occurred prior to the Closing, Purchaser shall accept the remaining portions of the Property), without any adjustment to the Purchase Price on account thereof; (2) Seller, prior to the Closing, shall, in consultation with Purchaser, and at Purchaser's sole cost and expense, make all filings and other submissions required of the owner of the Property prior to the Closing in order to preserve and/or apply for any and all claims for any condemnation award on account of such Taking Proceedings, provided, however, that Seller shall not settle any such claims without Purchaser's approval, which approval Purchaser shall not unreasonably withhold; and (3) Seller, at the Closing, shall (x) pay to Purchaser an amount equal to any condemnation award theretofore received by Seller on account of compensation offered for such Taking, and (y) assign and transfer to Purchaser all of Seller's right, title and interest in and to any condemnation or the amount of insurance proceeds offered to award which may thereafter be paid on account of such casualtyTaking. Notwithstanding the foregoing, as the case may be) if, and CNL shall have the right to (i) terminate this Agreement in its entirety by delivering notice of termination in writing to Wolf on or prior to the Closing Date and upon giving extent, any of Seller's Personal Property is condemned as part of any such notice of termination the parties hereto shall be released and discharged from any further obligation to each other hereunder except for those which expressly survive the termination of this Agreement; (ii) terminate this Agreement with respect to the Contributed Hotel which is the subject of the casualty or condemnation event by delivering notice of termination in writing to Wolf on or prior to the Closing Date and upon giving such notice of termination the parties hereto shall be released and discharged from any further obligation to each other hereunder with respect to such Contributed Hotel except for those which expressly survive the termination of this Agreement; or (iii) consummate the transactions contemplated herein on the Closing DateTaking, and the Partnership Seller shall be entitled to all proceeds receive and retain the portion of fire or other casualty insurance or any such condemnation (other than proceeds relating to business interruption or loss for periods prior to the Closing Date), CNL shall receive a credit to the Purchase Price for any deductibles with respect to any insurance proceeds in an amount equal to the product of such deductible multiplied by CNL’s percentage interest in the Partnership as of the Closing Date; provided, however, with respect to any casualty occurring after the Initial Anticipated Closing Date, CNL shall not have the right to terminate this Agreement set forth in clause (i) or (ii) of this sentence unless the cost of the restoration as reasonably estimated by CNL exceeds $500,000. Wolf shall have no responsibility for the restoration and repair of the Propertyawards allocable thereto.

Condemnation; Casualty. If, before the Closing, Wolf receives notice that either of the Contributed Hotels are to be wholly or partially condemned, or if either of the Contributed Hotels is wholly or partially destroyed by fire or other casualty, or if so much of either of the Contributed Hotels is damaged by fire or other casualty, then, in any such event, Wolf Seller shall promptly notify CNL Buyer in writing of any such event (which notice will, to the extent then known, contain the amount of compensation offered for such casualty or any condemnation or the amount of insurance proceeds offered to be paid on account of such casualty, as the case may be) and CNL shall have the right to (i) terminate this Agreement in its entirety by delivering notice of termination in writing to Wolf on or prior to the Closing Date and upon giving such notice of termination the parties hereto shall be released and discharged from any further obligation to each other hereunder except for those which expressly survive the termination of this Agreement; (ii) terminate this Agreement proceeding commenced with respect to the Contributed Hotel which is Property prior to the subject Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion of the Property, then Buyer may elect, by notice to Seller within fifteen (15) days after receipt of Seller’s notice, to terminate this Agreement, in which event the Xxxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreement, or in the event of any casualty or condemnation event by delivering notice that does not result in a loss of termination a material portion of the Property, then Buyer shall close Escrow and shall accept such Property in writing to Wolf on or prior to its then condition and, upon the Closing Date and upon giving such notice Close of termination the parties hereto shall be released and discharged from any further obligation to each other hereunder with respect to such Contributed Hotel except Escrow: (a) for those which expressly survive the termination of this Agreement; or (iii) consummate the transactions contemplated herein on the Closing Datea casualty loss, and the Partnership shall be entitled to all proceeds of fire or other casualty insurance or condemnation (other than proceeds relating to business interruption or loss for periods prior to the Closing Date), CNL Buyer shall receive a credit to against the Purchase Price for any deductibles with respect in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to any Buyer all insurance proceeds in an amount equal payable to the product Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of such deductible multiplied by CNL’s percentage interest in the Partnership as this Agreement, a “material portion of the Closing Date; Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, with respect that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to any casualty occurring after the Initial Anticipated Closing DateSection 7(b)(ii) above, CNL Buyer shall not have the right to terminate this Agreement set forth in (provided, however, that the provisions of clause (i) or (iia) of the preceding sentence of this sentence unless the cost paragraph shall nevertheless apply to any such casualty loss). 32. Exhibits. Each of the restoration as reasonably estimated by CNL exceeds $500,000. Wolf shall have no responsibility for the restoration exhibits listed below are attached hereto and repair made a part hereof: Exhibit A Legal Description Exhibit X-x Copy of the Property.Lease Exhibit B-2 Copy of Order Exhibit B-3 Copy of Assumption Agreement Exhibit C List of Tenant’s Personal Property/ Approved Equipment Removal List Exhibit C-2 Copy of Lease Termination Agreement Exhibit C-3 Copy of New Lease Exhibit E [intentionally deleted] Exhibit F List of Service and Management Agreements Exhibit G List of Permits Exhibit H Arbitration Exhibit I List of Delivered Reports [Signature Page Follows]

Condemnation; Casualty. IfIn the event that notice of any other action, before suit or proceeding shall be given prior to the Closing, Wolf receives notice that either Closing Date for the purpose of condemning any material part of the Contributed Hotels are Subject Premises or in the event that a material casualty occurs at the Subject Premises, then Purchaser shall have the right to be wholly or partially condemned, or if either terminate its obligations hereunder within ten (10) days after receiving written notice of the Contributed Hotels is wholly or partially destroyed by fire or other casualty, or if so much of either of the Contributed Hotels is damaged by fire or other casualty, then, in any such event, Wolf shall notify CNL in writing of any such event (which notice will, to the extent then known, contain the amount of compensation offered for such condemnation proceeding from Seller or the amount of insurance proceeds offered to be paid on account of receiving notice from Seller identifying such material casualty, as the case may be) and CNL shall have the right to (i) terminate this Agreement in its entirety by delivering notice of termination in writing to Wolf on or prior to the Closing Date , and upon giving such notice of termination termination, the parties hereto proceeds resulting from such condemnation or casualty, as the case may be, shall be released paid to Seller, and discharged from any further obligation to each other hereunder except for those which expressly survive the termination of this Agreement; (ii) terminate this Agreement with respect to the Contributed Hotel which is the subject Purchaser shall thereupon receive a refund of the casualty Deposit and be relieved of any and all liability hereunder. In the event Purchaser shall not elect to terminate its obligations hereunder, the proceeds of such condemnation or condemnation event by delivering notice of termination in writing to Wolf on or prior to casualty, as the Closing Date and upon giving such notice of termination the parties hereto case may be, shall be released assigned and discharged from any further obligation belong to each other hereunder with respect to such Contributed Hotel except for those which expressly survive the termination Purchaser as of this Agreement; or (iii) consummate the transactions contemplated herein on the Closing Date, and the Partnership shall be entitled to all proceeds of fire or other casualty insurance or condemnation (other than proceeds relating to business interruption or loss for periods prior to the Closing Date), CNL Purchaser shall receive a credit for any insurance deductible required to be paid by Purchaser. For purposes of this Section 13, a “material casualty” shall be deemed to be a casualty which results in repair and/or restoration costs to the Purchase Price for Subject Premises in excess of Five Hundred Thousand and 00/100 ($500,000.00) Dollars or which permits Tenant to terminate the Lease. In the event of any deductibles with respect to any insurance proceeds casualty that does not result in an amount equal to the product of such deductible multiplied by CNL’s percentage interest a termination, Purchaser shall receive a credit at Closing in the Partnership as amount of any deductible under the Closing Date; provided, however, with respect to any casualty occurring after the Initial Anticipated Closing Date, CNL shall not have the right to terminate this Agreement set forth in clause (i) or (ii) of this sentence unless the cost of the restoration as reasonably estimated insurance carried by CNL exceeds $500,000. Wolf shall have no responsibility for the restoration and repair of the PropertyPurchaser.

Condemnation; Casualty. If(a) If the Leased Space or any material part of any of them shall be taken by any authorized entity by eminent domain or by negotiated purchase under threat thereof, before and as a consequence thereof the Closing, Wolf receives notice that either Leased Space shall become totally untenantable or the use of the Contributed Hotels are to be wholly or partially condemnedcommon areas is impaired, or if either this Lease shall terminate as of the Contributed Hotels date when possession thereof is wholly surrendered and all rights and obligations of Lessee in and under this Lease shall immediately cease and terminate. If a part of the Leased Space shall be so taken or purchased so that the Leased Space becomes only partially destroyed by fire untenantable or the suitability and use of the Leased Space or the common areas are not materially impaired, Rent shall be equitably and proportionately abated. All compensation awarded for any taking (or the proceeds of negotiated sale under threat thereof), whether for the whole or a part of the Leased Space, shall be the property of Lessor, whether such proceeds or award are compensation for loss or damage to Lessor's or Lessee's property or their respective interests in the Leased Space, except that the portion of such compensation which is allocable to leasehold or other casualty, tenant improvements made at Lessee's sole cost and expense and awards for Xxxxxx's moving or if so much relocation expenses and Xxxxxx's business interruption losses shall be the property of either Xxxxxx. If less than all of the Contributed Hotels is damaged by fire or other casualtyLeased Space shall be taken as aforesaid and this Lease does not terminate, thenLessor, in any such eventat its sole cost and expense, Wolf shall notify CNL in writing of any such event (which notice will, to promptly restore the extent then known, contain the amount of compensation offered for such condemnation or the amount of insurance proceeds offered to be paid on account of such casualtyLeased Space, as the case may be) and CNL shall have , to such condition which is nearly as possible the right to (i) terminate this Agreement in its entirety by delivering notice of termination in writing to Wolf on or same as prior to the Closing Date and upon giving such notice of termination the parties hereto shall be released and discharged from any further obligation to each other hereunder except for those which expressly survive the termination of this Agreement; (ii) terminate this Agreement with respect to the Contributed Hotel which is the subject of the casualty or condemnation event by delivering notice of termination in writing to Wolf on or prior to the Closing Date and upon giving such notice of termination the parties hereto shall be released and discharged from any further obligation to each other hereunder with respect to such Contributed Hotel except for those which expressly survive the termination of this Agreement; or (iii) consummate the transactions contemplated herein on the Closing Date, and the Partnership shall be entitled to all proceeds of fire or other casualty insurance or condemnation (other than proceeds relating to business interruption or loss for periods prior to the Closing Date), CNL shall receive a credit to the Purchase Price for any deductibles with respect to any insurance proceeds in an amount equal to the product of such deductible multiplied by CNL’s percentage interest in the Partnership as of the Closing Date; provided, however, with respect to any casualty occurring after the Initial Anticipated Closing Date, CNL shall not have the right to terminate this Agreement set forth in clause (i) or (ii) of this sentence unless the cost of the restoration as reasonably estimated by CNL exceeds $500,000. Wolf shall have no responsibility for the restoration and repair of the Propertytaking.

Condemnation; Casualty. If, before In the Closing, Wolf receives notice event that either of the Contributed Hotels are to be wholly or partially condemned, or if either of the Contributed Hotels is wholly or partially destroyed by fire or other casualty, or if so much of either of the Contributed Hotels is damaged by fire or other casualty, then, in any such event, Wolf shall notify CNL in writing of any such event (which notice will, to the extent then known, contain the amount of compensation offered for such condemnation or the amount of insurance proceeds offered to be paid on account of such casualty, as the case may be) and CNL shall have the right to (i) terminate this Agreement in its entirety by delivering notice of termination in writing to Wolf on or prior to the Closing Date and upon giving such notice of termination the parties hereto (a) there shall be released and discharged from instituted against any further obligation to each other hereunder except for those which expressly survive the termination of this Agreement; (ii) terminate this Agreement with respect to the Contributed Hotel which is the subject material portion of the Property or material access thereto any proceeding in condemnation, eminent domain or any written request for a conveyance in lieu thereof, or should Seller receive notice that such proceedings are threatened or have been commenced against the Property (hereinafter collectively referred to as “Condemnation Proceedings”) or (b) there shall occur any fire, casualty or condemnation event by delivering notice damage substantially affecting the physical condition of termination in writing to Wolf on the Property or prior to the Closing Date and upon giving such notice of termination the parties hereto shall be released and discharged from Assets or any further obligation to each other hereunder with respect to such Contributed Hotel except for those which expressly survive the termination of this Agreement; or portion thereof (iii) consummate the transactions contemplated herein on the Closing Date, and the Partnership shall be entitled to all proceeds of fire or other casualty insurance or condemnation (other than proceeds relating to business interruption or loss for periods prior to the Closing Datehereafter collectively a “Casualty”), CNL then Seller shall receive a credit to the Purchase Price for any deductibles with respect to any insurance proceeds in an amount equal to the product of such deductible multiplied by CNL’s percentage interest in the Partnership as of the Closing Date; provided, however, with respect to any casualty occurring after the Initial Anticipated Closing Date, CNL give Purchaser immediate notice thereof and Purchaser shall not have the right to terminate this Agreement set forth by written notice to Seller within ten (10) days after Purchaser receives notice of such Condemnation Proceedings or Casualty and this Agreement shall be null and void and neither party hereto shall have any further rights, obligations or liabilities hereunder except as otherwise specifically provided in clause (i) this Agreement to survive any termination or (ii) of expiration hereof. In the event that Purchaser shall not elect to terminate this sentence unless Agreement pursuant to this Section 14, Purchaser shall be obligated to close the cost purchase and sale contemplated hereby less the portion of the restoration as reasonably estimated Property so taken or subject to said Condemnation Proceedings or subject to the damage caused by CNL exceeds $500,000. Wolf the Casualty without adjustment of the Purchase Price and Seller shall assign or pay to Purchaser at Closing all of Seller’s right, title and interest in any condemnation award or insurance proceeds payable on account of such Condemnation Proceedings or Casualty or pay to Purchaser all such awards or proceeds previously paid and Seller shall have no responsibility for the restoration and obligation to repair of or restore the Property. The Closing Date shall be extended, if necessary, to permit ten (10) days for Purchaser to make Purchaser’s election as set forth above.

Condemnation; Casualty. If, before In the Closing, Wolf receives notice event that either all or any material portion of the Contributed Hotels are to be wholly or partially condemned, or if either of the Contributed Hotels is wholly or partially destroyed by fire or other casualty, or if so much of either of the Contributed Hotels is damaged by fire or other casualty, then, in any such event, Wolf shall notify CNL in writing of any such event (which notice will, to the extent then known, contain the amount of compensation offered for such condemnation or the amount of insurance proceeds offered to be paid on account of such casualty, as the case may be) and CNL shall have the right to (i) terminate this Agreement in its entirety by delivering notice of termination in writing to Wolf on or prior to the Closing Date and upon giving such notice of termination the parties hereto shall be released and discharged from any further obligation to each other hereunder except for those which expressly survive the termination of this Agreement; (ii) terminate this Agreement with respect to the Contributed Hotel which Property is the subject of the casualty a taking or condemnation event by delivering notice under the provisions of termination in writing to Wolf on or eminent domain prior to the Closing Date and date of Closing, Buyer may terminate this Agreement upon giving such written notice to Seller given within ten (10) business days of the notice of termination any pending taking or condemnation and the parties hereto Xxxxxxx Money and any extension payments shall be released and discharged from any further refunded to Buyer. For purposes of this Section 8.2, "material portion" means a taking or condemnation which in Buyer's opinion will materially affect Buyer's ability to develop the Property in the future. If Buyer does not elect to terminate this Agreement, then Seller shall have no obligation to each other hereunder with respect repair or replace any damage caused by the foregoing nor shall the Purchase Price be reduced, but at Closing, Seller shall assign to Buyer its rights to any condemnation proceeds resulting from such Contributed Hotel except for those which expressly survive taking and shall not make any settlements without Buyer's prior written approval. In the termination event that all or any material portion of this Agreement; or (iii) consummate the transactions contemplated herein improvements on the Closing Date, and the Partnership shall be entitled to all proceeds of fire Property are damaged or other destroyed by any casualty insurance or condemnation (other than proceeds relating to business interruption or loss for periods prior to the Closing Date)date of Closing, CNL Buyer shall receive a credit to the Purchase Price for any deductibles with respect to any insurance proceeds in an amount equal to the product of such deductible multiplied by CNL’s percentage interest in the Partnership as of the Closing Date; provided, however, with respect to any casualty occurring after the Initial Anticipated Closing Date, CNL shall not have the no right to terminate this Agreement set forth in clause (i) or (ii) of this sentence unless the cost of the restoration as reasonably estimated by CNL exceeds $500,000. Wolf and Seller shall have no responsibility for obligation to repair or replace any damage or destruction nor shall the restoration and repair Purchase Price be reduced, but at Closing, Buyer shall receive an assignment of the Propertyproceeds of any casualty insurance otherwise payable to Seller up to the amount necessary to level the applicable portions of the Property to grade level and remove all debris and the balance, if any, shall be paid to Seller.