Common use of Condemnation or Casualty Clause in Contracts

Condemnation or Casualty. In the event of a taking or threatened taking by condemnation or other exercise of eminent domain of all or a portion of the Mortgaged Property (collectively, a “Taking”); or the occurrence of a fire or other casualty resulting in damage to all or a portion of the Mortgaged Property (collec­tively, a “Casualty”), at any time or times when the Senior Security Instrument remains a lien on the Mortgaged Property the following provisions shall apply: Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in all respects to Senior Lender’s rights under the Senior Loan Documents with respect thereto, and Subordinate Lender shall be bound by any settlement or adjustment of a claim resulting from a Taking or a Casualty made by or with the written consent of Senior Lender; and all proceeds received or to be received on account of a Taking or a Casualty, or both, shall be applied (to payment of the costs and expenses of repair and restoration and/or to payment of the Senior Security Instrument) in the manner determined by Senior Lender in its sole discretion; provided, however, that if Senior Lender elects to apply such proceeds to payment of the principal of, inter­est on and other amounts payable under the Senior Security Instrument, any proceeds remaining after the satisfaction in full of the principal of, interest on and other amounts payable under the Senior Security Instrument shall be paid to, and may be applied by, Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents. Any proceeds then remaining after the satisfaction in full of the principal of, interest on and other amounts payable under the Subordinate Loan Documents shall be paid by Subordinate Lender to Borrower.

Condemnation or Casualty. In the event of (i) a taking or threatened taking by condemnation or other exercise of eminent domain of all or a portion of the Mortgaged Property (collectively, a “"Taking”"); , or (ii) the occurrence of a fire or other casualty resulting in damage to all or a portion of the Mortgaged Property (collec­tivelycollectively, a “"Casualty”"), at any time or times when the Senior Security Instrument remains a lien on the Mortgaged Property the following provisions shall apply: (1) The Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in all respects to the Senior Lender’s 's rights under the Senior Loan Documents with respect thereto, and the Subordinate Lender shall be bound by any settlement or adjustment of a claim resulting from a Taking or a Casualty made by or with the written consent of Senior Lender; and all (2) All proceeds received or to be received on account of a Taking or a Casualty, or both, shall be applied (either to payment of the costs and expenses of repair and restoration and/or to payment of the Senior Security InstrumentLoan) in the manner determined by the Senior Lender in its sole discretion; provided, however, that if the Senior Lender elects to apply such proceeds to payment of the principal of, inter­est interest on and other amounts payable under the Senior Security InstrumentLoan, any proceeds remaining after the satisfaction in full of the principal of, interest on and other amounts payable under the Senior Security Instrument Loan shall be paid to, and may be applied by, the Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents. Any proceeds then remaining after ; provided however, the satisfaction Senior Lender agrees to consult with the Subordinate Lender in full determining the application of Casualty proceeds; provided further however, that in the event of any disagreement between the Senior Lender and the Subordinate Lender over the application of Casualty proceeds, the decision of the principal ofSenior Lender, interest on in its reasonable discretion, shall prevail; and other amounts payable under (3) Both the Senior Lender and the Subordinate Loan Documents shall be paid by Subordinate Lender agree to Borrower.execute and deliver, at no expense to the other, all documents, instruments, agreements or further assurances required to effectuate the provisions of this subsection. 6 (c)

Condemnation or Casualty. (a) If, between the Effective Date and the Closing Date, all or a “material portion” of the Property is either taken by eminent domain or condemnation (or sale in lieu thereof) or experiences any material damage, destruction or casualty (a “Condemnation or Casualty Event”), then, Buyer may, by written notice to Seller, elect to terminate this Agreement, in which case this Agreement shall be null and void in all respects, and thereafter neither Party shall have any further rights, liabilities or obligations hereunder, except as expressly provided in those sections hereof which state that they expressly survive such termination. In the event of a taking or threatened taking such termination by condemnation or other exercise of Buyer, the Escrow Agent shall promptly return the Deposit to Buyer. If Buyer does not elect to terminate this Agreement, this Agreement shall remain in full force and effect and the transaction contemplated herein, less any interest taken by eminent domain of all or a portion of the Mortgaged Property (collectively, a “Taking”); or the occurrence of a fire or other casualty resulting in damage to all or a portion of the Mortgaged Property (collec­tively, a “Casualty”), at any time or times when the Senior Security Instrument remains a lien on the Mortgaged Property the following provisions shall apply: Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in all respects to Senior Lender’s rights under the Senior Loan Documents with respect thereto, and Subordinate Lender shall be bound by any settlement or adjustment of a claim resulting from a Taking or a Casualty made by or with the written consent of Senior Lender; and all proceeds received or to be received on account of a Taking or a Casualty, or bothcondemnation, shall be applied (to payment effected with no adjustment or abatement of the costs Purchase Price. In addition, at the Closing, Seller shall pay to Buyer all amounts received by Seller with respect to any such Condemnation or Casualty Event and expenses of repair shall assign, transfer and restoration and/or set over to payment Buyer all of the Senior Security Instrumentright, title and interest of Seller in and to: (1) in any awards that have been or that may thereafter be made for such Condemnation or Casualty Event, and (2) the manner determined by Senior Lender in its sole discretionrights to any and all insurance proceeds relating to such Condemnation or Casualty Event; providedand Buyer shall receive a credit at Closing for the corresponding deductible, provided however, that if Senior Lender elects to apply such proceeds are insufficient to payment repair or restore the Improvements to substantially their condition prior to the Condemnation or Casualty Event, the Buyer shall also receive a credit at Closing in an amount equal to the shortfall (or if determined after Closing, Seller shall be responsible for paying Buyer for such shortfall notwithstanding the Claims Floor or the Claims Cap). Seller shall execute and deliver to Buyer all required proofs of the principal ofloss, inter­est on assignments of claims and other amounts payable under the Senior Security Instrument, any proceeds remaining after the satisfaction in full of the principal of, interest on and other amounts payable under the Senior Security Instrument shall be paid to, and may be applied by, Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents. Any proceeds then remaining after the satisfaction in full of the principal of, interest on and other amounts payable under the Subordinate Loan Documents shall be paid by Subordinate Lender to Borrowersimilar items.

Condemnation or Casualty. In (a) Owner shall bear all risk of loss to the event Property until the delivery of a taking or threatened taking by the Deed to Buyer (including delivery through the Escrow Agent). If, prior to the Closing, (i) condemnation or other exercise of eminent domain of proceedings are commenced against all or a any material portion of the Mortgaged Property, or (ii) the Property (collectively, a “Taking”); or the occurrence of a is materially damaged by fire or other casualty resulting in (i.e., to the extent that the cost of repairing such damage to all shall be $3,000,000 or a portion more), Owner shall promptly notify Buyer of the Mortgaged Property applicable event and the extent of any insurance coverage, and Buyer shall have the right, upon notice in writing to Owner delivered within the earlier of five days (collec­tivelyA) after actual notice of such condemnation, a “Casualty”)fire or other casualty or (B) the Closing Date, at any time or times when to terminate this Agreement, whereupon the Senior Security Instrument remains a lien on the Mortgaged Property the following provisions shall apply: Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty Deposit shall be returned immediately to Buyer, and remain subordinate in neither party shall have any further liability to the other hereunder. If Buyer does not elect to terminate this Agreement, the Closing shall proceed (and the Purchase Price shall be reduced as hereinafter set forth) but Buyer shall be entitled to an assignment of all respects to Senior Lender’s rights under of Owner's share of the Senior Loan Documents proceeds of fire or other casualty insurance and rent insurance proceeds (if any) payable with respect theretoto the period after Closing or of the condemnation award, as the case may be, and Subordinate Lender Owner shall be bound by any settlement have no obligation to repair or adjustment of a claim resulting from a Taking or a Casualty made by or with restore the written consent of Senior Lender; and all proceeds received or to be received on account of a Taking or a Casualty, or both, shall be applied (to payment of the costs and expenses of repair and restoration and/or to payment of the Senior Security Instrument) in the manner determined by Senior Lender in its sole discretionProperty; provided, however, that if Senior Lender elects the Purchase Price shall be reduced by the sum of (1) the deductible applied by Owner's insurer with respect to apply such fire or casualty; (2) the amount by which the proceeds to payment of such insurance will be reduced by reason of the principal of, inter­est on application of any co-insurance clause in Owner's insurance policy; and (3) any other amounts payable under the Senior Security Instrument, any proceeds remaining after the satisfaction in full uninsured portion of the principal ofcasualty, interest on and provided that if such uninsured portion (other amounts payable under than the Senior Security Instrument deductible or coinsurance amount) exceeds $100,000, then unless Buyer agrees to bear such excess uninsured amount, Owner may terminate this Agreement whereupon the Deposit shall be paid to, and may be applied by, Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents. Any proceeds then remaining after the satisfaction in full of the principal of, interest on and other amounts payable under the Subordinate Loan Documents shall be paid by Subordinate Lender returned to BorrowerBuyer.