Common use of Condemnation or Destruction of Property Clause in Contracts

Condemnation or Destruction of Property. If after the date hereof but prior to the Closing Date, either any portion of the Real Property is taken pursuant to eminent domain proceedings or condemnation or any of the Improvements are damaged or destroyed by fire or other casualty, then Seller shall promptly deliver, or cause to be delivered, to Purchaser, notice of any such eminent domain proceedings or casualty. Seller shall have no obligation to restore, repair or replace any portion of the Real Property or any such damage or destruction. Seller shall, at the Closing, assign to Purchaser all of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction (unless and to the extent Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, proceeds or insurance are attributable to lost rents or items applicable to any period prior to the Closing), less the amount of all reasonable out of pocket costs incurred by Seller in connection with the repair of such damage or destruction or collection costs of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or any uncollected insurance proceeds which Seller may be entitled to receive from such damage or destruction, as applicable. In connection with any assignment of awards, proceeds or insurance hereunder, Seller shall credit Purchaser with an amount equal to the applicable deductible amount under Seller’s insurance; provided, however, if the amount of the damage or the value of the taking (in each case as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) shall exceed five percent (5%) of the Purchase Price with respect to the Property, or such condemnation or casualty permanently and adversely impairs access to the Property, then Purchaser shall have the right to terminate this Agreement by notice to Seller given within ten (10) days after notification to Purchaser of the estimated amount of damages or the determination of the value of the taking. In any instance where this Agreement is terminated pursuant to this Section 6, the Deposit shall be promptly returned to Purchaser, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). The parties hereby waive the provisions of any statute which provides for a different outcome or treatment in the event of a casualty or a condemnation or eminent domain proceeding. The provisions of this Section 6 shall survive the Closing.

Condemnation or Destruction of Property. If In the event that, after the date hereof Effective Date but prior to the Closing Date, either any portion of the Real Property is taken pursuant to eminent domain proceedings or condemnation or any of the Improvements are damaged or destroyed by fire or other any casualty, then Seller shall promptly deliver, or cause be required to be delivered, to Purchaser, give Buyer prompt written notice of any such eminent domain proceedings or casualty. Seller the same after Seller’s actual discovery of the same, but shall have no obligation to restorecause any direct or indirect member, partner or owner of Seller to contribute capital to Seller or any other entity, or to repair or replace any portion of the Real Property (or cause to be repaired or replaced) any such damage damage, destruction or destructiontaken property. Seller shall, at the At Closing, Seller shall assign to Purchaser all of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction Buyer (unless and to the extent Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, condemnation proceeds or insurance proceeds are attributable to lost rents or other items applicable to any period prior to the Closing)) all claims of Seller regarding any condemnation or casualty insurance coverage, less the amount of as applicable, and all reasonable out of pocket costs incurred condemnation proceeds or proceeds from any such casualty insurance received by Seller in connection with on account of any casualty (except to the repair of such damage or destruction or extent required for collection costs of or repairs by Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or any uncollected insurance proceeds which Seller may be entitled prior to receive from such damage or destructionthe Closing Date), as applicable. In connection with the foregoing, Seller shall not compromise, settle or adjust any claims without the prior consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. In connection with any assignment of awards, insurance proceeds or insurance hereunder, Seller shall credit Purchaser Buyer with an amount equal to the applicable deductible amount under Seller’s insurance; provided, however, if insurance (but not more than the amount by which (a) the cost as of the Closing Date to repair the damage is greater than (b) the insurance proceeds and coverage to be assigned to Buyer), and any repair costs that are not covered by insurance proceeds. In the event (A) the condemnation award or the value cost of repair of damage to the taking (in each case Property on account of a casualty, as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) applicable, shall exceed five three percent (53%) of the Purchase Price Price, (B) a casualty is uninsured or underinsured and Seller does not elect to credit Buyer at the Closing with respect an amount equal to the cost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), or (C) the condemnation or damage to the Property (i) materially and adversely affects access to or parking at the Property, (ii) results in the Property violating any Laws or failing to comply with zoning or any recorded covenants, conditions or restrictions affecting the Property, or such condemnation or casualty permanently (iii) and adversely impairs access the restoration thereof reasonably expects to the Propertyexceed six (6) months, then Purchaser shall have the right to Buyer may, at its option, terminate this Agreement by notice to Seller Seller, given within ten (10) days after notification to Purchaser on or before the Closing Date, whereupon Buyer shall receive a refund of the estimated amount of damages or Deposit less the determination of the value of the taking. In any instance where this Agreement is terminated pursuant to this Section 6Independent Consideration, the Deposit which shall be promptly returned paid to Purchaser, and this Agreement and the obligations of the parties hereunder shall terminate Seller (and no party hereto shall have any further obligations obligation in connection herewith except for the Surviving Obligationsunder those provisions that expressly survive a termination of this Agreement). The parties hereby waive the provisions of any statute which provides for a different outcome or treatment in In the event the condemnation award or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed three percent (3%) of the Purchase Price, and said casualty is uninsured or underinsured, Seller may, at its option, terminate this Agreement by notice to Buyer, given on or before the Closing Date, whereupon Buyer shall receive a condemnation or eminent domain proceeding. The refund of the Deposit less the Independent Consideration, which shall be paid to Seller (and no party hereto shall have any further obligation in connection herewith except under those provisions that expressly survive a termination of this Section 6 shall survive the ClosingAgreement).

Condemnation or Destruction of Property. If after the date hereof but prior to the Closing Date, either Property or any portion of the Real Property thereof is taken pursuant to eminent domain proceedings or condemnation or any of the Improvements are damaged or destroyed by fire or any other casualty, then Seller shall promptly deliver, casualty prior to Closing (a “Casualty”) or cause to be delivered, to Purchaser, notice in the event of any such actual or threatened condemnation or taking pursuant to the power of eminent domain proceedings of all or casualty. Seller shall have no obligation to restore, repair or replace any portion of the Real Property Land or Improvements, or any proposed sale in lieu thereof (a “Condemnation”), Seller shall give written notice of such damage Casualty or destructionCondemnation to Buyer promptly after the occurrence of such Casualty or as soon as possible after Seller’s receipt of notice of such Condemnation. If the amount of the repair, restoration or replacement required by a Casualty equals $2,500,000 (a “Material Casualty”) and the Casualty was not caused by Buyer then Buyer shall have the right, in its sole discretion, to (i) terminate this Agreement, in which case Escrow Holder shall refund the Escrow Deposit to Buyer and Seller shalland Buyer shall have no further rights or obligations under this Agreement, at the except those which expressly survive such termination, or (ii) proceed to Closing, without terminating this Agreement, in which case Seller shall (A) credit the amount of the applicable insurance deductible against the Purchase Price (but not more than the amount by which (x) the cost as of the Closing Date to repair the EXECUTION VERSION damage is greater than (y) the insurance proceeds and coverage to be assigned to Buyer), and (B) transfer and assign to Purchaser Buyer all of Seller’s right, title and interest in and to all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any from all casualty and lost profits insurance collected policies maintained by Seller for such damage or destruction (unless and with respect to the extent Hotel, except those proceeds allocable to costs incurred by, and lost profits of, Seller shall have repaired such damage or destruction prior to for the Closing and except to the extent any such awards, proceeds or insurance are attributable to lost rents or items applicable to any period prior to the Closing), less . If the amount Condemnation (i) would result in the loss of all reasonable out of pocket costs incurred by Seller in connection with the repair of such damage $2,500,000 or destruction or collection costs of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or any uncollected insurance proceeds which Seller may be entitled to receive from such damage or destruction, as applicable. In connection with any assignment of awards, proceeds or insurance hereunder, Seller shall credit Purchaser with an amount equal to the applicable deductible amount under Seller’s insurance; provided, however, if the amount more of the damage Land or the value of the taking Improvements (computed on a square foot basis) or (ii) would result in each case as determined by an independent third party contractor any material reduction or engineer selected by Seller and reasonably approved by Purchaser) shall exceed five percent (5%) of the Purchase Price with respect to the Property, or such condemnation or casualty permanently and adversely impairs restriction in access to the PropertyLand or Improvements (a “Material Condemnation”), then Purchaser Buyer shall have the right, in its sole discretion, to (A) terminate this Agreement, in which case Escrow Holder shall refund the Escrow Deposit to Buyer and Seller and Buyer shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (B) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Buyer all of Seller’s right, title and interest in all proceeds and awards from such Condemnation. Buyer shall make an election under this Section 6 by giving written notice to Seller on or before ten (10) Business Days after Seller’s delivery to Buyer of written notice of such Casualty or Condemnation. If Buyer fails to make an election within such time period, Buyer shall be conclusively deemed to have elected to proceed to Closing pursuant to clause (ii) of this Section 6. If the Closing is scheduled to occur within Buyer’s ten (10) Business Day election period, the Closing Date shall be extended until the date which is five (5) Business Days after the expiration of such ten (10) Business Day election period. In the event of any (i) Casualty which is not a Material Casualty, or (ii) Material Casualty which is caused by Buyer, then Buyer shall not have the right to terminate this Agreement by notice Agreement, but shall proceed to Closing, in which case Seller given within ten shall (10A) days after notification to Purchaser credit the amount of the estimated applicable insurance deductible against the Purchase Price (except if such Casualty is caused by Buyer) (but not more than the amount by which (x) the cost as of the Closing Date to repair the damage is greater than (y) the insurance proceeds and coverage to be assigned to Buyer), and (B) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to the Hotel, except those proceeds allocable to costs incurred by, and lost profits of, Seller for the period prior to the Closing. Except if such Casualty is caused by Buyer, if Seller does not maintain insurance covering such Casualty, Buyer shall receive a credit against the Purchase Price in the amount of damages the repair, restoration or the determination of the value of the takingreplacement required by such Casualty as reasonably determined by Seller. In any instance where this Agreement is terminated pursuant to this Section 6, the Deposit shall be promptly returned to Purchaser, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). The parties hereby waive the provisions of any statute which provides for a different outcome or treatment in the event of any Condemnation of any Land or Improvements other than a casualty or a condemnation or eminent domain proceeding. The provisions Material Condemnation, Buyer shall not have the right to terminate this Agreement, but shall proceed to Closing, in which case Seller shall assign to Buyer all of this Section 6 shall survive the ClosingSeller’s right, title and interest in all proceeds and awards from such Condemnation.

Condemnation or Destruction of Property. If In the event that, after the date hereof but prior to the Closing Date, either any portion of the Real Property is taken pursuant to eminent domain proceedings or condemnation or any of the Improvements improvements on the Property are damaged or destroyed by fire or other casualty, then Seller shall promptly deliver, or cause to be delivered, to Purchaser, notice of any such eminent domain proceedings or casualty. Seller shall have no obligation to restore, repair or replace any portion of the Real Property or any such damage or destruction. Seller shall, at the Closing, assign to Purchaser all of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction (unless and to the extent Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, proceeds or insurance are attributable to lost rents or items applicable to any period prior to the Closing), less the amount of all reasonable out of pocket costs incurred by Seller in connection with the repair of such damage or destruction or collection costs of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or any uncollected insurance proceeds which Seller may be entitled to receive from such damage or destruction, as applicable. In connection with any assignment of awards, proceeds or insurance hereunder, Seller shall credit Purchaser with an amount equal to the applicable deductible amount under Seller’s insuranceinsurance (but not more than the amount by which the cost, as of the Closing Date, to repair the damage is greater than the amount of insurance proceeds assigned to Purchaser); provided, however, if the amount of the damage or the value of the taking (in each case as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) or the amount of condemnation award shall exceed five percent (5%) the sum of the Purchase Price with respect to the Property$13,930,000, or such condemnation or casualty permanently and adversely impairs access to the Property, then Purchaser shall have the right to terminate this Agreement by notice to Seller given within ten (10) days after notification to Purchaser of the estimated amount of damages or the determination of the value amount of the taking. In any instance where this Agreement is terminated pursuant to this Section 6, condemnation award whereupon the Deposit shall be promptly returned to Purchaser, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except for under those provisions that expressly survive the Surviving ObligationsClosing or a termination of this Agreement). The parties hereby waive the provisions of any statute which provides for a different outcome or treatment in the event of a casualty casually or a condemnation or eminent domain proceeding. The provisions of this Section 6 shall survive the Closing.

Condemnation or Destruction of Property. If In the event that, after the date hereof Effective Date but prior to the Closing Date, either (i) any portion of the Real Property is taken pursuant to eminent domain proceedings or condemnation or (ii) any of the Improvements are damaged or destroyed by fire or other any casualty, then Seller shall promptly deliver, or cause be required to be delivered, to Purchaser, give Buyer prompt written notice of any such eminent domain proceedings or casualty. Seller the same after Seller’s actual discovery of the same, but shall have no obligation to restorecause any direct or indirect member, partner or owner of Seller to contribute capital to Seller or any other entity, or to repair or replace any portion of the Real Property (or cause to be repaired or replaced) any such damage damage, destruction or destructiontaken property. Seller shall, at upon consummation of the Closingtransaction herein provided, assign to Purchaser all of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction Buyer (unless and to the extent Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, condemnation proceeds or insurance proceeds are attributable to lost rents or other items applicable to any period prior to the Closing), less the amount of ) all reasonable out of pocket costs incurred by Seller in connection with the repair of such damage or destruction or collection costs claims of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or casualty insurance coverage, as applicable, and all condemnation proceeds or proceeds from any uncollected such casualty insurance proceeds which received by Seller may be entitled on account of any casualty at the Property (except to receive from such damage the extent required for collection costs or destructionrepairs by Seller prior to the Closing Date), as applicable. In connection with any assignment of awards, insurance proceeds or insurance hereunder, Seller shall credit Purchaser Buyer with an amount equal to the applicable deductible amount under Seller’s insurance; provided, however, if insurance (but not more than the amount by which (x) the cost as of the Closing Date to repair the damage is greater than (y) the insurance proceeds and coverage to be assigned to Buyer). In the event (A) the condemnation award or the value cost of repair of damage to the taking (in each case Property on account of a casualty, as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) applicable, shall exceed five ten percent (510%) of the Purchase Price Price, (B) a casualty is uninsured or underinsured and Seller do not elect to credit Buyer at Closing with respect an amount equal to the cost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), or (C) the condemnation or damage to the Property (i) materially and adversely affects access to or parking at the Property, or such condemnation (ii) results in the Property violating any Laws or casualty permanently and adversely impairs access failing to comply with zoning or any recorded covenants, conditions or restrictions affecting the Property, then Purchaser shall have the right to Buyer may, at its option, terminate this Agreement by notice to Seller Seller, given within ten (10) days after notification to Purchaser on or before the Closing Date, whereupon Buyer shall receive a refund of the estimated amount of damages or the determination of the value of the taking. In any instance where this Agreement is terminated pursuant to this Section 6, the Deposit shall be promptly returned to Purchaser, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations obligation in connection herewith except for the Surviving Obligationsunder those provisions that expressly survive a termination of this Agreement). The parties hereby waive the provisions of any statute which provides for a different outcome or treatment in the event of a casualty or a condemnation or eminent domain proceeding. The provisions of this Section 6 shall survive the Closing7.

Condemnation or Destruction of Property. If In the event that, after the date hereof but prior to the Closing Date, either any portion of the Real Property is taken pursuant to eminent domain proceedings or condemnation proceedings, or any of the Improvements improvements on the Property are damaged or destroyed by fire or other any casualty, then Seller shall promptly deliver, or cause to be delivered, to Purchaser, notice of not have any such eminent domain proceedings or casualty. Seller shall have no obligation to restore, repair or replace any portion of the Real Property or any such damage or destruction, but Seller shall be required to give Buyer written notice of the same within five (5) business days after Seller learns of such casualty or condemnation. Seller shall, at the Closing, shall also deliver and assign to Purchaser all Buyer, upon consummation of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction transaction herein provided (unless and to the extent Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, condemnation proceeds or insurance proceeds are attributable to lost rents or revenues or other items applicable to any period prior to the Closing), less and subject to the amount requirements of the Condominium Declaration, Master Declaration and the Ground Leases, all reasonable out of pocket costs incurred by Seller in connection with the repair of such damage or destruction or collection costs claims of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or casualty insurance coverage, as applicable, and all condemnation proceeds, or proceeds from any uncollected such casualty insurance proceeds which received by Seller may be entitled on account of any casualty (except to receive from such damage the extent required for collection costs or destructionrepairs by Seller prior to the Closing Date), as applicable. In There shall be no reduction of the Purchase Price on account of any casualty or condemnation (except that in connection with any assignment a casualty covered by insurance, Buyer shall be credited with the lesser of awardsthe remaining cost to repair the damage or destruction caused by such casualty or the amount of the deductible under Seller’s casualty insurance policy except to the extent such deductible was expended by Seller to repair the resulting damage). In the event the condemnation award or the cost of repair of damage to the Property on account of a casualty, proceeds as applicable, shall exceed ten percent (10%) of the Purchase Price as to the Property (or insurance hereunder, if a casualty is uninsured and Seller shall does not elect to credit Purchaser Buyer with an amount equal to the applicable deductible amount under Seller’s insurance; providedcost to repair such uninsured casualty, howeverSeller having the right, if but not the amount of the damage obligation, to do so), either Buyer or the value of the taking (in each case as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) shall exceed five percent (5%) of the Purchase Price with respect to the Propertymay, or such condemnation or casualty permanently and adversely impairs access to the Property, then Purchaser shall have the right to at its option terminate this Agreement by notice (“Section 6 Termination Notice”) to Seller the other party, given within ten on or before the sooner to occur of the Closing Date or five (105) business days after notification to Purchaser Seller learns of the estimated amount of damages such casualty or the determination of the value of the taking. In any instance where this Agreement is terminated pursuant to this Section 6condemnation, in which event the Deposit (less the Independent Consideration) shall be promptly returned to Purchaser, Buyer and this Agreement and the obligations of the parties hereunder shall terminate (and no neither party hereto shall have any further obligations in connection herewith obligation hereunder except for the Surviving Obligations). The parties hereby waive the provisions of any statute those obligations which provides for expressly survive a different outcome or treatment in the event of a casualty or a condemnation or eminent domain proceeding. The provisions termination of this Section 6 shall survive the ClosingAgreement.

Condemnation or Destruction of Property. If In the event that, after the date hereof but prior to the Closing Date, either any portion of the Real Property is taken pursuant to eminent domain proceedings or condemnation or any of the Improvements improvements on the Property are damaged or destroyed by fire or other casualty, then Seller shall promptly deliver, or cause to be delivered, to Purchaser, notice of any such eminent domain proceedings or casualty. Seller shall have no obligation to restore, repair or replace any portion of the Real Property or any such damage or destruction. Seller shall, at the Closing, assign to Purchaser all of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction (unless and to the extent Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, proceeds or insurance are attributable to lost rents or items applicable to any period prior to the Closing), less the amount of all reasonable out of pocket costs incurred by Seller in connection with the repair of such damage or destruction or collection costs of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or any uncollected insurance proceeds which Seller may be entitled to receive from such damage or destruction, as applicable. In connection with any assignment of awards, proceeds or insurance hereunder, Seller shall credit Purchaser with an amount equal to the applicable deductible amount under Seller’s insuranceinsurance (but not more than the amount by which the cost, as of the Closing Date, to repair the damage is greater than the amount of insurance proceeds assigned to Purchaser); provided, however, if either (i) the amount of the damage or the value of the taking (in each case as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) or the amount of condemnation award shall exceed five an amount equal to ten percent (510%) of the Purchase Price with respect to the Property$190,000,000, or (ii) the extent of the damage or condemnation gives any of the Required Tenants the right to terminate their respective Leases (unless all such affected Required Tenants have waived such termination rights), or (iii) any 20 condemnation or casualty permanently has a material and adversely impairs adverse effect on access to the PropertyProperty as reasonably determined by Seller, then Purchaser shall have the right to terminate this Agreement by notice to Seller given within ten (10) days after notification to Purchaser of the estimated amount of damages or the determination of the value amount of the takingany condemnation award. In any instance where this Agreement is terminated pursuant to this Section 6, the Initial Deposit shall and the Extension Deposit, to the extent deposited with Escrowee, shall, provided that Purchaser is not otherwise in default of its obligations pursuant to this Agreement, be promptly returned to Purchaser, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except for under those provisions that expressly survive the Surviving ObligationsClosing or a termination of this Agreement). The parties hereby waive the provisions of any statute which provides for a different outcome or treatment in the event of a casualty or a condemnation or eminent domain proceeding. The provisions of this Section 6 shall survive the Closing.

Condemnation or Destruction of Property. If In the event that, after the date hereof but prior to the Closing Date, either any portion of the Real Property is taken taken, or under threat of being taken, pursuant to eminent domain proceedings or condemnation or any of the Improvements improvements on the Property are damaged or destroyed by fire or other casualty, then Seller shall promptly deliver, or cause to be delivered, to Purchaser, notice of any such eminent domain proceedings or casualty. Seller shall have no obligation to restore, repair or replace any portion of the Real Property or any such damage or destruction. Seller shall, at the Closing, assign to Purchaser all of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction (unless and to the extent Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, proceeds or insurance are attributable to lost rents or items applicable to any period prior to the Closing), less the amount of all reasonable out of pocket costs incurred by Seller in connection with the repair of such damage or destruction or collection costs of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or any uncollected insurance proceeds which Seller may be entitled to receive from such damage or destruction, as applicable. In connection with any assignment of awards, proceeds or insurance hereunder, in addition Seller shall credit Purchaser with i) an amount equal to the applicable deductible amount under Seller’s insuranceinsurance (but not more than the amount by which the cost, as of the Closing Date, to repair the damage is greater than the amount of insurance proceeds assigned to Purchaser), plus ii) in the event there is uninsured damage, an amount equal to the cost to repair the uninsured damage which when added to the amount of the assigned insurance proceeds, if any, equals not more than $650,000; provided, however, if the amount of the damage or the value of the taking (in each case as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) or the amount of condemnation award shall exceed five percent (5%) of the Purchase Price with respect to the Property$650,000, or such condemnation or casualty permanently and adversely impairs access to the Property, then Purchaser shall have the right to terminate this Agreement by notice to Seller given within ten (10) days after notification to Purchaser of the estimated amount of damages or the determination of the value amount of the takingany condemnation award. In any instance where this Agreement is terminated pursuant to this Section 6, the Deposit shall shall, provided that Purchaser is not otherwise in default of its obligations pursuant to this Agreement, be promptly returned to Purchaser, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except for under those provisions that expressly survive the Surviving ObligationsClosing or a termination of this Agreement, as the case may be). The parties hereby waive the provisions of any statute which provides for a different outcome or treatment in the event of a casualty or a condemnation or eminent domain proceeding. The provisions of this Section 6 shall survive the Closing.

Condemnation or Destruction of Property. If If, after the date hereof Effective Date but prior to the Closing Date, either any portion of the Real Property is taken pursuant to eminent domain proceedings or condemnation or any of the Improvements are damaged or destroyed by fire or other any casualty, then Seller shall promptly deliver, or cause be required to be delivered, to Purchaser, give Buyer prompt written notice of any such eminent domain proceedings or casualty. Seller the same after Seller’s actual discovery of the same (a “Condemnation/Casualty Notice”), but shall have no obligation to restorecause any direct or indirect member, partner or owner of Seller to contribute capital to Seller or any other entity, or to repair or replace any portion of the Real Property (or cause to be repaired or replaced) any such damage damage, destruction or destructiontaken property. Seller shall, at the Closing, assign to Purchaser all provide Buyer with a credit against the Purchase Price in the amount of Seller’s interest in all awards any condemnation proceeds or other net proceeds for from casualty insurance actually received by Seller on account of such taking by eminent domain casualty or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction (unless and except to the extent (a) required to reimburse Seller’s collection costs or applied to repairs by Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awardsDate, proceeds or insurance are (b) attributable to lost rents or other items applicable to any period prior to the Closing). If as of the Closing Date, less Seller has not received any such insurance or condemnation proceeds, then Seller shall, upon the amount Closing, assign to Buyer all rights of all reasonable out of pocket Seller, if any, to the insurance or condemnation proceeds (except to the extent (a) required to reimburse Seller’s collection costs incurred or applied to repairs by Seller in connection associated with such casualty or condemnation prior to the repair of such damage Closing Date, or destruction or collection costs of Seller respecting any awards (b) attributable to lost rents or other proceeds for such taking by eminent domain items applicable to any period prior to the Closing Date), without any credit or condemnation or any uncollected insurance proceeds which Seller may be entitled to receive from such damage or destruction, reduction in the Purchase Price except as applicableset forth in the immediately following sentence. In connection with any assignment of awards, insurance proceeds or insurance hereunder, Seller shall credit Purchaser Buyer with an amount equal to the applicable deductible amount under Seller’s insurance; provided, however, if insurance (but not more than the amount by which (x) the cost as of the Closing Date to repair the damage is greater than (y) the insurance proceeds to be assigned to Buyer). In the event (A) the condemnation award or the value cost of repair of damage to the taking (in each case Property on account of a casualty, as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) shall applicable, exceed five percent (5%) of the Purchase Price in the reasonable judgement of a third party acceptable to Seller’s insurance carrier, (B) a casualty is uninsured or underinsured and Seller does not elect to credit Buyer at Closing with respect an amount equal to the Propertycost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), or such (C) the condemnation or casualty permanently damage to the Property in Seller’s and Buyer’s reasonable judgment (i) materially and adversely impairs affects access to the Property, (ii) results in the Property violating any Laws or failing to comply with zoning or any recorded covenants, conditions or restrictions affecting the Property, or (iii) affects, in any material respect, the ability of Buyer to operate the Property in substantially the same manner as Seller as of the Effective Date, then Purchaser shall have the right to Buyer may, at its option, terminate this Agreement by notice to Seller Seller, given within on or before the earlier of (x) the Closing Date or (y) ten (10) days Business Days after notification to Purchaser Buyer’s receipt of the estimated amount of damages or the determination Condemnation/Casualty Notice, whereupon Buyer shall receive a refund of the value of Deposit less the taking. In any instance where this Agreement is terminated pursuant to this Section 6Independent Consideration, the Deposit which shall be promptly returned paid to Purchaser, and this Agreement and the obligations of the parties hereunder shall terminate Seller (and no party hereto shall have any further obligations obligation in connection herewith except for the Surviving Obligations). The parties hereby waive the under those provisions of any statute which provides for that expressly survive a different outcome or treatment in the event of a casualty or a condemnation or eminent domain proceeding. The provisions termination of this Section 6 shall survive the ClosingAgreement).

Condemnation or Destruction of Property. If In the event that, after the date hereof but prior to the Closing Date, either any portion of the Real Property is taken pursuant to eminent domain proceedings or condemnation proceedings, or any of the Improvements improvements on the Property are damaged or destroyed by fire or other any casualty, then Seller shall promptly deliver, or cause to be delivered, to Purchaser, notice of not have any such eminent domain proceedings or casualty. Seller shall have no obligation to restore, repair or replace any portion of the Real Property or any such damage or destruction, but Seller shall be required to give Buyer written notice of the same within five (5) business days after Seller learns of such casualty or condemnation. Seller shall, at the Closing, shall also deliver and assign to Purchaser all Buyer, upon consummation of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction transaction herein provided (unless and to the extent Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, condemnation proceeds or insurance proceeds are attributable to lost rents or revenues or other items applicable to any period prior to the Closing), less the amount of all reasonable out of pocket costs incurred by Seller in connection with the repair of such damage or destruction or collection costs claims of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or casualty insurance coverage, as applicable, and all condemnation proceeds, or proceeds from any uncollected such casualty insurance proceeds which received by Seller may be entitled on account of any casualty (except to receive from such damage the extent required for collection costs or destructionrepairs by Seller prior to the Closing Date), as applicable. In There shall be no reduction of the Purchase Price on account of any casualty or condemnation (except that in connection with any assignment a casualty covered by insurance, Buyer shall be credited with the lesser of awardsthe remaining cost to repair the damage or destruction caused by such casualty or the amount of the deductible under Seller’s casualty insurance policy except to the extent such deductible was expended by Seller to repair the resulting damage). In the event the condemnation award or the cost of repair of damage to the Property on account of a casualty, proceeds as applicable, shall exceed ten percent (10.00%) of the Purchase Price as to the Property (or insurance hereunder, if a casualty is uninsured and Seller shall does not elect to credit Purchaser Buyer with an amount equal to the applicable deductible amount under Seller’s insurance; providedcost to repair such uninsured casualty, howeverSeller having the right, if but not the amount of the damage obligation, to do so), either Buyer or the value of the taking (in each case as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) shall exceed five percent (5%) of the Purchase Price with respect to the Propertymay, or such condemnation or casualty permanently and adversely impairs access to the Property, then Purchaser shall have the right to at its option terminate this Agreement by notice to Seller the other party, given within ten on or before the sooner to occur of the Closing Date or five (105) business days after notification to Purchaser Seller learns of such casualty or condemnation, in which event the estimated amount of damages Initial Deposit or Deposit (as applicable) (less the determination of the value of the taking. In any instance where this Agreement is terminated pursuant to this Section 6, the Deposit Independent Consideration) shall be promptly returned to Purchaser, Buyer and this Agreement and the obligations of the parties hereunder shall terminate (and no neither party hereto shall have any further obligations in connection herewith obligation hereunder except for the Surviving Obligations). The parties hereby waive the provisions of any statute those obligations which provides for expressly survive a different outcome or treatment in the event of a casualty or a condemnation or eminent domain proceeding. The provisions termination of this Section 6 shall survive the ClosingAgreement.

Condemnation or Destruction of Property. If In the event that, after the date hereof but prior to the Closing Date, either any portion of the Real Property is taken pursuant to eminent domain proceedings or condemnation or any of the Improvements improvements on the Property are damaged or destroyed by fire or other casualty, then Seller shall promptly deliver, or cause to be delivered, to Purchaser, notice of any such eminent domain proceedings or casualty. Seller shall have no obligation to restore, repair or replace any portion of the Real Property or any such damage or destruction, but shall promptly give notice thereof to Purchaser. Seller shall, at the Closing, assign to Purchaser all of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller or payable to Seller for such damage or destruction (unless and to the extent Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, proceeds or insurance are attributable to lost rents or items applicable to any period prior to the Closing), less the amount of all reasonable out of pocket costs incurred by Seller in connection with the repair of such damage or destruction or collection costs of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or any uncollected insurance proceeds which in accordance with the terms of this Agreement Seller may be entitled to receive from such damage or destruction, as applicable. In connection with any assignment of awards, proceeds or insurance hereunder, Seller shall credit Purchaser with an amount equal to the applicable deductible amount under Seller’s insuranceinsurance (but not more than the amount by which the cost, as of the Closing Date, to repair the damage is greater than the amount of insurance proceeds assigned to Purchaser); provided, however, if the amount of the damage or the value of the taking (in each case as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) or the amount of condemnation award shall exceed five percent the sum of One Hundred Fifty Thousand Dollars (5%) of the Purchase Price with respect to the Property, or such condemnation or casualty permanently and adversely impairs access to the Property, then Purchaser $150,000),Purchaser shall have the right to terminate this Agreement by notice to Seller given within ten (10) days after notification to Purchaser of the estimated amount of damages or the determination of the value amount of the takingany condemnation award. In any instance where this Agreement is terminated pursuant to this Section 6, the Deposit shall shall, provided that Purchaser is not otherwise in default of its obligations pursuant to this Agreement, be promptly returned to Purchaser, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except for under those provisions that expressly survive the Surviving ObligationsClosing or a termination of this Agreement). The parties hereby waive the provisions of any statute which provides for a different outcome or treatment in the event of a casualty or a condemnation or eminent domain proceeding. The provisions of this Section 6 shall survive the Closing.

Condemnation or Destruction of Property. If after the date hereof but prior to the Closing Date, either any a material portion of the Real Property is taken pursuant to eminent domain proceedings or condemnation or any of the Improvements are materially damaged or destroyed by fire or other casualty, then Seller shall promptly deliver, or cause to be delivered, to Purchaser, notice of any such eminent domain proceedings or casualty. Seller shall have no obligation to restore, repair or replace any portion of the Real Property or any such damage or destruction. Purchaser may, at its option to be exercised by delivery of written notice to Seller within ten (10) days of Seller’s notice to the Purchaser of the occurrence of such casualty or condemnation, elect not to purchase the Property, in which case the Deposit shall be promptly returned to Purchaser, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). If Purchaser elects to purchase the Property notwithstanding the casualty or condemnation, Seller shall, at the Closing, assign to Purchaser all of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction (unless and to the extent Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, proceeds or insurance are attributable to lost rents or items applicable to any period prior to the Closing), less the amount of all reasonable out of pocket costs incurred by Seller in connection with the repair of such damage or destruction or collection costs of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or any uncollected insurance proceeds which Seller may be entitled to receive from such damage or destruction, as applicablecondemnation. In connection with any assignment of awards, proceeds or insurance hereunder, Seller shall credit Purchaser with an amount equal to the applicable deductible amount under Seller’s insurance; providedinsurance (but not more than the amount by which the cost, howeveras of the Closing Date, if to repair the damage is greater than the amount of the damage or the value insurance proceeds assigned to Purchaser). For purposes of the taking (in each case as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) shall exceed five percent (5%) of the Purchase Price with respect to the Property, or such condemnation or casualty permanently and adversely impairs access to the Property, then Purchaser shall have the right to terminate this Agreement by notice to Seller given within ten (10) days after notification to Purchaser of the estimated amount of damages or the determination of the value of the taking. In any instance where this Agreement is terminated pursuant to this Section 6, the Deposit material damage or material condemnation shall be promptly returned defined as a casualty or condemnation or eminent domain proceeding which causes damage to Purchaser, and this Agreement and the obligations Property or results in the taking of a portion of the parties hereunder shall terminate Property valued at greater than Three Hundred Thousand Dollars (and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations$300,000). The parties hereby waive the provisions of any statute which provides for a different outcome or treatment in the event of a casualty or a condemnation or eminent domain proceeding. The provisions of this Section 6 shall survive the Closing.

Condemnation or Destruction of Property. If In the event that, after the date hereof but prior to the Closing Date, either any portion of the Real Property is taken pursuant to eminent domain proceedings or condemnation or any of the Improvements improvements on the Property are damaged or destroyed by fire or other any casualty, then Seller shall promptly deliver, or cause to be delivered, to Purchaser, notice of any such eminent domain proceedings or casualty. Seller shall have no obligation to restore, repair or replace any portion of the Real Property such damage, destruction or any such damage or destructiontaken property. Seller shall, at upon consummation of the Closingtransaction herein provided, assign to Purchaser all of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction Buyer (unless and to the extent Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, condemnation proceeds or insurance proceeds are attributable to lost rents or other items applicable to any period prior to the Closing), less the amount of ) all reasonable out of pocket costs incurred by Seller in connection with the repair of such damage or destruction or collection costs claims of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or any uncollected property insurance proceeds which Seller may be entitled to receive from such damage or destructioncoverage, as applicable. In connection with any assignment of awards, and all condemnation proceeds or proceeds from any such property insurance hereunderreceived by Seller on account of any casualty (except to the extent required for collection costs or repairs by Seller or applicable to lost rents or other items applicable to any periods prior to the Closing Date), as applicable and Seller shall provide a credit Purchaser with an amount equal to Buyer at Closing for the applicable amount of the deductible amount under Seller’s insuranceinsurance policy, if the casualty is insured, or if the casualty is uninsured, the amount necessary to repair and restore the Property as reasonably determined by the parties; provided, however, that Seller shall have no obligation to provide a credit under this sentence for more than $250,000 (but if the cost to repair such uninsured casualty is more than such amount and Seller determines not to provide a full credit for the same, then Buyer may elect not to proceed with the purchase of the damage or Property). In addition, Buyer may elect, at its option, not to proceed with the value purchase of the taking (in each case as determined by an independent third party contractor or engineer selected by Seller Property under this Agreement, and reasonably approved by Purchaser) shall exceed five percent (5%) of the Purchase Price with respect to the Property, or such condemnation or casualty permanently and adversely impairs access to the Property, then Purchaser shall have the right to terminate this Agreement by provide notice to Seller given of such election within ten (10) days of Buyer obtaining knowledge of such event, in the event that (i) the condemnation award or the cost of repair of damage to the Property on account of a casualty, as applicable, is in excess of $5,000,000, (ii) any such condemnation or casualty entitles Ulta, AutoZone, or any Key Tenant to terminate its Lease (unless such right is waived) or to permanently xxxxx its rent in whole or in part (unless such rental abatement is covered by rental abatement insurance which will benefit Buyer after notification Closing), or (iii) any such condemnation results in a permanent material adverse change in access to Purchaser the Property or in the permanent loss of parking spaces within the Property if such loss results in the Property having fewer parking spaces than required by law or by any Lease. In the event that Buyer timely elects not to proceed with the purchase of the estimated amount of damages or the determination Property then this Agreement shall terminate, whereupon Buyer shall receive a refund of the value of the taking. In any instance where this Agreement is terminated pursuant to this Section 6, the Deposit shall be promptly returned to Purchaser, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations obligation in connection herewith except for the Surviving Obligations). The parties hereby waive the under those provisions of any statute which provides for that expressly survive a different outcome or treatment in the event of a casualty or a condemnation or eminent domain proceeding. The provisions termination of this Section 6 shall survive the ClosingAgreement).

Condemnation or Destruction of Property. If If, after the date hereof Effective Date but prior to the Closing Date, either any portion of the Real Property is taken pursuant to eminent domain proceedings or condemnation or any of the Improvements are damaged or destroyed by fire any casualty not arising from or other casualtyrelating to an action or inaction of Buyer or any of Buyer’s subsidiaries or their respective agents, then Seller shall promptly deliver, or cause be required to be delivered, to Purchaser, give Buyer prompt written notice of any such eminent domain proceedings or casualty. Seller the same after Seller’s actual discovery of the same, but shall have no obligation to restorecause any direct or indirect member, partner, or owner of Seller to contribute capital to Seller or any other entity, or to repair or replace any portion of the Real Property (or cause to be repaired or replaced) any such damage damage, destruction, or destructiontaken property. Seller shall, at upon consummation of the Closingtransaction herein provided, assign to Purchaser all of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction Buyer (unless and to the extent Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, condemnation proceeds or insurance proceeds are attributable to lost rents or other items applicable to any period prior to the Closing), less the amount of ) all reasonable out of pocket costs incurred by Seller in connection with the repair of such damage or destruction or collection costs claims of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or casualty insurance coverage, as applicable, and all condemnation proceeds or proceeds from any uncollected such casualty insurance proceeds which received by Seller may be entitled on account of any casualty at the Property (except to receive from such damage the extent required for collection costs or destructionrepairs by Seller prior to the Closing Date), as applicable. In connection with any assignment the event (A) the condemnation award or the estimated cost of awards, proceeds or insurance hereunder, Seller shall credit Purchaser with an amount equal repair of damage to the applicable deductible amount under Seller’s insurance; providedProperty on account of a casualty, howeveras applicable, if the amount of the damage or the value of the taking (in each case as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) shall exceed five [ * ] percent (5[ * ]%) of the Purchase Price or (B) with respect to a condemnation to the Property only, such condemnation would result in the Property (following restoration) materially violating any Laws or failing to materially comply with zoning or any recorded covenants, conditions, or restrictions affecting the Property, or such condemnation or casualty permanently and adversely impairs access to the Propertythen, then Purchaser shall have the right to Buyer may, at its option, terminate this Agreement by notice to Seller Seller, given within ten fifteen (1015) days after notification Seller’s notice to Purchaser Buyer of the estimated amount occurrence of damages such casualty or the determination condemnation, whereupon Buyer shall receive a return of the value of Deposit (less the taking. In any instance where this Agreement is terminated pursuant to this Section 6Independent Consideration, the Deposit which shall be promptly returned paid to Purchaser, and this Agreement and the obligations of the parties hereunder shall terminate Seller) (and no party hereto shall have any further obligations obligation in connection herewith except for the Surviving Obligationsunder those provisions that expressly survive a termination of this Agreement). The parties hereby waive the provisions of any statute which provides for a different outcome or treatment in the event of a casualty or a condemnation or eminent domain proceeding. The provisions of this Section 6 shall survive the Closing[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Condemnation or Destruction of Property. If In the event that, after the date hereof but prior to the Closing Date, either any portion of the Real any Property is taken pursuant to eminent domain proceedings or condemnation or any of the Improvements are improvements on any Property is damaged or destroyed by fire or other any casualty, then Seller shall promptly deliver, or cause to be delivered, to Purchaser, notice of any such eminent domain proceedings or casualty. Seller the Company shall have no obligation to restore, repair or replace any portion of the Real Property or any such damage or destruction. Seller The Company shall, at upon consummation of the Closingtransaction herein provided, assign to Purchaser all of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction Operating Tenants (unless and to the extent Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, condemnation proceeds or insurance proceeds are attributable to lost rents revenues or other items applicable to any period prior to the Closing)) all claims respecting any condemnation or casualty insurance coverage, less as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by the amount Fee Owners on account of all reasonable out of pocket costs incurred by Seller in connection with any casualty (except to the repair of such damage or destruction or extent required for collection costs of Seller respecting any awards or other proceeds for such taking repairs by eminent domain or condemnation or any uncollected insurance proceeds which Seller may be entitled the Fee Owners prior to receive from such damage or destructionthe Closing Date), as applicable. In connection with any assignment of awards, insurance proceeds or insurance hereunder, Seller the Fee Owners shall credit Purchaser the Operating Tenants with an amount equal to the applicable deductible amount under Seller’s insurance; provided, however, if such insurance policy (but not more than the amount by which (x) the cost as of the Closing Date to repair the damage is greater than (y) the insurance proceeds and coverage to be assigned to the Operating Tenants). In the event the condemnation award or the value cost of the taking (in each case repair of damage to any Property on account of a casualty, as applicable, shall exceed $4,500,000 as determined by an independent third party contractor or engineer appraiser selected by Seller the Company and reasonably approved by Purchaser) shall exceed five percent acceptable to Pebblebrook (5%) of or if a casualty is uninsured, and the Purchase Price Company does not cause the Fee Owners to elect to credit the Operating Tenants with respect an amount equal to the Propertycost to repair such uninsured casualty, the Company having the right, but not the obligation, to do so), Pebblebrook or such condemnation or casualty permanently Mezz IV and adversely impairs access to the PropertyCompany may, then Purchaser shall have the right to at its option, terminate this Agreement by notice to Seller the other, given within ten (10) days after notification to Purchaser on or before the Closing Date, whereupon Pebblebrook shall receive a refund of the estimated amount of damages or the determination of the value of the taking. In any instance where this Agreement is terminated pursuant to this Section 6, the Deposit shall be promptly returned to Purchaser, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto Party shall have any further obligations obligation in connection herewith with this Agreement except for the Surviving Obligations). The parties hereby waive the under those provisions of any statute which provides for that expressly survive a different outcome or treatment in the event of a casualty or a condemnation or eminent domain proceeding. The provisions termination of this Section 6 shall survive the ClosingAgreement).

Condemnation or Destruction of Property. If In the event that, after the date hereof Effective Date but prior to the Closing Date, either any portion of the Real each Property is taken pursuant to eminent domain proceedings or condemnation or any of the Improvements are damaged or destroyed by fire or other any casualty, then Seller Sellers shall promptly deliver, or cause be required to be delivered, to Purchaser, give Buyer prompt written notice of any such eminent domain proceedings or casualty. Seller the same after Sellers’ actual discovery of the same, but shall have no obligation to restorecause any direct or indirect member, partner or owner of Sellers to contribute capital to Sellers or any other entity, or to repair or replace any portion of the Real Property (or cause to be repaired or replaced) any such damage damage, destruction or destructiontaken property. Seller shall, at the At Closing, Sellers shall assign to Purchaser all of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction Buyer (unless and to the extent Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, condemnation proceeds or insurance proceeds are attributable to lost rents or other items applicable to any period prior to the Closing)) all claims of Sellers regarding any condemnation or casualty insurance coverage, less as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Sellers on account of any casualty (except to the amount of all reasonable out of pocket costs incurred by Seller in connection with the repair of such damage or destruction or extent required for collection costs of Seller respecting any awards or other proceeds for such taking repairs by eminent domain or condemnation or any uncollected insurance proceeds which Seller may be entitled Sellers prior to receive from such damage or destructionthe Closing Date), as applicable. In connection with the foregoing, Sellers shall not compromise, settle or adjust any claims without the prior consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. In connection with any assignment of awards, insurance proceeds or insurance hereunder, Seller Sellers shall credit Purchaser Buyer with an amount equal to the applicable deductible amount under Seller’s insurance; provided, however, if Sellers’ insurance (but not more than the amount by which (a) the cost as of the Closing Date to repair the damage is greater than (b) the insurance proceeds and coverage to be assigned to Buyer), and any repair costs that are not covered by insurance proceeds. In the event (A) the condemnation award or the value cost of repair of damage to either of the taking (in each case Properties on account of a casualty, as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) applicable, shall exceed five three percent (53%) of the Purchase Price allocated to such Property, (B) a casualty is uninsured or underinsured and Sellers do not elect to credit Buyer at the Closing with respect an amount equal to the cost to repair such uninsured or underinsured casualty (Sellers having the right, but not the obligation, to do so), or (C) the condemnation or damage to either of the Properties (i) materially and adversely affects access to or parking at such Property, (ii) results in such Property violating any Laws or failing to comply with zoning or any recorded covenants, conditions or restrictions affecting such Property, or such condemnation or casualty permanently (iii) and adversely impairs access the restoration thereof reasonably expects to the Propertyexceed six (6) months, then Purchaser shall have the right to Buyer may, at its option, terminate this Agreement by notice to Seller Sellers, given within ten (10) days after notification to Purchaser on or before the Closing Date, whereupon Buyer shall receive a refund of the estimated amount of damages or Deposit less the determination of the value of the taking. In any instance where this Agreement is terminated pursuant to this Section 6Independent Consideration, the Deposit which shall be promptly returned paid to Purchaser, and this Agreement and the obligations of the parties hereunder shall terminate Sellers (and no party hereto shall have any further obligations obligation in connection herewith except for the Surviving Obligationsunder those provisions that expressly survive a termination of this Agreement). The parties hereby waive the provisions of any statute which provides for a different outcome or treatment in In the event the condemnation award or the cost of repair of damage to either of the Properties on account of a casualty, as applicable, shall exceed three percent (3%) of the Purchase Price allocated to such Property, and said casualty is uninsured or underinsured, Sellers may, at its option, terminate this Agreement by notice to Buyer, given on or before the Closing Date, whereupon Buyer shall receive a condemnation or eminent domain proceeding. The refund of the Deposit less the Independent Consideration, which shall be paid to Sellers (and no party hereto shall have any further obligation in connection herewith except under those provisions that expressly survive a termination of this Section 6 shall survive the ClosingAgreement).

Condemnation or Destruction of Property. If In the event that, after the date hereof but prior to the Closing Date, either any portion of the Real Property is taken pursuant to eminent domain proceedings or condemnation or any of the Improvements improvements on the Property are damaged or destroyed by fire or other casualty, then Seller shall promptly deliver, or cause to be delivered, to Purchaser, notice of any such eminent domain proceedings or casualty. Seller shall have no obligation to restore, repair or replace any portion of the Real Property or any such damage or destruction. Seller shall, at the Closing, assign to Purchaser all of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction (unless and to the extent Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, proceeds or insurance are attributable to lost rents or items applicable to any period prior to the Closing), less the amount of all reasonable out of pocket costs incurred by Seller in connection with the repair of such damage or destruction or collection costs of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or any uncollected insurance proceeds which Seller may be entitled to receive from such damage or destruction, as applicable. In connection with any assignment of awards, proceeds or insurance hereunder, Seller shall credit Purchaser with an amount equal to the applicable deductible amount under Seller’s insuranceinsurance (but not more than the amount by which the cost, as of the Closing Date, to repair the damage is greater than the amount of insurance proceeds assigned to Purchaser); provided, however, if the amount of the damage or the value of the taking (in each case as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) shall exceed five percent or any condemnation is Material (5%) of the Purchase Price with respect to the Propertyas defined below), or such condemnation or casualty permanently and adversely impairs access to the Property, then Purchaser shall have the right to terminate this Agreement by notice to Seller given within ten (10) days after notification to Purchaser of the estimated amount of damages casualty or condemnation and the determination of the value amount of the takingany damage. In any instance where this Agreement is terminated pursuant to this Section 6, in which event the Deposit shall be promptly returned to Purchaser, and this Agreement and the obligations of the parties hereunder shall terminate (Purchaser and no party hereto shall have any further obligations in connection herewith except for under those provisions that expressly survive the Surviving Obligations)Closing or a termination of this Agreement; provided, however, that if Seller has notified Purchaser as and in the manner provided by Section 3.1 of this Agreement, Escrowee shall release the Deposit to Purchaser, less the Pre-Closing Breach Amount, which Pre-Closing Breach Amount shall be held by Escrowee until the same is to be released as and in the manner provided by Section 3.1 of this Agreement. The parties hereby waive the provisions of any statute which provides for a different outcome or treatment in the event of a casualty or a condemnation or eminent domain proceeding. The provisions For purposes hereof, any damage to all or portions of this Section 6 the Property and any condemnation or eminent domain proceeding with respect to all or portions of the Property shall survive be considered “Material” if: (i) as to any damage, the cost to repair such damage exceeds five percent (5%) of the Purchase Price and Seller, at its sole option, does not elect to repair or does not repair the same prior to the Closing, and as to any condemnation or eminent domain proceeding, the value of the Property affected exceeds five percent (5%) of the Purchase Price; (ii) it causes access to or parking on the Property to be materially impaired; (iii) it results in the Property violating any laws or failing to comply with zoning or any covenants, conditions or restrictions affecting the Property and such violations have not been waived by the applicable Governmental Agency; (iv) it entitles any Required Tenant to terminate its lease; or (v) as to any damage, it is not fully insured or for which Purchaser will not receive, at Seller’s election, a credit in the amount of the uninsured portion of such damage at Closing.

Condemnation or Destruction of Property. If In the event that, after the date hereof but prior to the Closing Date, either any portion of the Real Property is taken pursuant to eminent domain proceedings or condemnation or any of the Improvements improvements on the Property are damaged or destroyed by fire or other casualty, then Seller shall promptly deliver, or cause to be delivered, to Purchaser, notice of any such eminent domain proceedings or casualty. Seller Sellers shall have no obligation to restore, repair or replace any portion of the Real Property or any such damage or destruction. The applicable Seller (or Sellers) shall, at the Closing, assign to Purchaser all of such Seller’s (or Sellers’) interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by such Seller (or Sellers) for such damage or destruction (unless and to the extent a Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, proceeds or insurance are attributable to lost rents or items applicable to any period prior to the Closing), less the amount of all reasonable out of pocket costs incurred by any Seller in connection with the repair of such damage or destruction or collection costs of any Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or any uncollected insurance proceeds which any Seller may be entitled to receive from such damage or destruction, as applicable. In connection with any assignment of awards, proceeds or insurance hereunder, Seller Sellers shall credit Purchaser with an amount equal to the applicable deductible amount under the applicable Seller’s insurance(or Sellers’) insurance (but not more than the amount by which the cost, as of the Closing Date, to repair the damage is greater than the amount of insurance proceeds assigned to Purchaser); provided, however, if the amount of the damage or the value of the taking (in each case as determined by an independent third party contractor or engineer selected by Seller Sellers and reasonably approved by Purchaser) shall exceed five percent or any condemnation is Material (5%) of the Purchase Price with respect to the Propertyas defined below), or such condemnation or casualty permanently and adversely impairs access to the Property, then Purchaser shall have the right to terminate this Agreement by notice to Seller Sellers given within ten five (105) days after Business Days following notification to Purchaser of the estimated amount of damages casualty or condemnation and the determination of the value amount of the takingany damage. In any instance where this Agreement is terminated pursuant to this Section 6, in which event the Deposit shall be promptly returned to Purchaser, and this Agreement and the obligations of the parties hereunder shall terminate (Purchaser and no party hereto shall have any further obligations in connection herewith except for under those provisions that expressly survive the Surviving Obligations). The parties hereby waive the provisions Closing or a termination of any statute which provides for a different outcome or treatment this Agreement; provided, however, that if Sellers have notified Purchaser as and in the event of a casualty or a condemnation or eminent domain proceeding. The provisions manner provided by Section 3.1.2 of this Agreement, Escrowee shall release the Deposit to Purchaser, less the Pre-Closing Breach Amount, which Pre-Closing Breach Amount shall be held by Escrowee until the same is to be released as and in the manner provided by Section 6 shall survive the Closing.3.1.2

Condemnation or Destruction of Property. If In the event that, after the date hereof but prior to the Closing Date, either any portion of the Real Property is taken pursuant to eminent domain proceedings or condemnation or any of the Improvements improvements on the Property are damaged or destroyed by fire or other casualty, then Seller shall promptly deliver, or cause to be delivered, to Purchaser, notice of any such eminent domain proceedings or casualty. Seller shall have no obligation to restore, repair or replace any portion of the Real Property or any such damage or destruction, but shall promptly give notice thereof to Purchaser. Seller shall, at the Closing, assign to Purchaser all of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller or payable to Seller for such damage or destruction (unless and to the extent Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, proceeds or insurance are attributable to lost rents or items applicable to any period prior to the Closing), less the amount of all reasonable out of pocket costs incurred by Seller in connection with the repair of such damage or destruction or collection costs of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or any uncollected insurance proceeds which in accordance with the terms of this Agreement Seller may be entitled to receive from such damage or destruction, as applicable. In connection with any assignment of awards, proceeds or insurance hereunder, Seller shall credit Purchaser with an amount equal to the applicable deductible amount under Seller’s insuranceinsurance (but not more than the amount by which the cost, as of the Closing Date, to repair the damage is greater than the amount of insurance proceeds assigned to Purchaser); provided, however, if the amount of the damage or the value of the taking (in each case as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) or the amount of condemnation award shall exceed five percent the sum of One Hundred Fifty Thousand Dollars (5%) of the Purchase Price with respect to the Property$150, or such condemnation or casualty permanently and adversely impairs access to the Property000), then Purchaser shall have the right to terminate this Agreement by notice to Seller given within ten (10) days after notification to Purchaser of the estimated amount of damages or the determination of the value amount of the takingany condemnation award. In any instance where this Agreement is terminated pursuant to this Section 6, the Deposit shall shall, provided that Purchaser is not otherwise in default of its obligations pursuant to this Agreement, be promptly returned to Purchaser, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except for under those provisions that expressly survive the Surviving ObligationsClosing or a termination of this Agreement). The parties hereby waive the provisions of any statute which provides for a different outcome or treatment in the event of a casualty or a condemnation or eminent domain proceeding. The provisions of this Section 6 shall survive the Closing.

Condemnation or Destruction of Property. If If, after the date hereof Effective Date but prior to the Closing Date, either any portion of the Real Property Properties is taken pursuant to eminent domain proceedings or condemnation or any of the Improvements are damaged or destroyed by fire any casualty not arising from or other casualtyrelating to an action or inaction of Buyer or any of Buyer’s subsidiaries or their respective agents, then the applicable Seller shall promptly deliver, or cause be required to be delivered, to Purchaser, give Buyer prompt written notice of any such eminent domain proceedings or casualty. Seller the same after the applicable Seller’s actual discovery of the same, but shall have no obligation to restorecause any direct or indirect member, partner, or owner of a Seller to contribute capital to the applicable Seller or any other entity, or to repair or replace any portion of the Real Property (or cause to be repaired or replaced) any such damage damage, destruction, or destructiontaken property. The applicable Seller shall, at upon consummation of the Closingtransaction herein provided, assign to Purchaser all of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction Buyer (unless and to the extent Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, condemnation proceeds or insurance proceeds are attributable to lost rents or other items applicable to any period prior to the Closing), less ) all claims of the amount of all reasonable out of pocket costs incurred by Seller in connection with the repair of such damage or destruction or collection costs of applicable Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or casualty insurance coverage, as applicable, and all condemnation proceeds or proceeds from any uncollected such casualty insurance proceeds which received by the applicable Seller may be entitled on account of any casualty at the applicable Constituent Property (except to receive from such damage the extent required for collection costs or destructionrepairs by the applicable Seller prior to the Closing Date), as applicable. In connection with any assignment of awards, insurance proceeds or insurance hereunder, Seller Sellers shall credit Purchaser Buyer with an amount equal to the applicable deductible amount under the applicable Seller’s insurance; provided, however, if insurance (but not more than the amount by which (x) the cost as of the Closing Date to repair the damage is greater than (y) the insurance proceeds (less the deductible) and coverage to be assigned to Buyer). In the event (A) the condemnation award or the value estimated cost of repair of damage to the taking (in each case Properties on account of a casualty, as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) applicable, shall exceed five ten percent (510%) of the Purchase Price Price, or (B) an uninsured casualty in excess of three percent (3%) of the Purchase Price, provided Sellers shall have the right, but not the obligation, to elect to credit Buyer at Closing with respect an amount equal to the Propertycost to repair such uninsured casualty, or such condemnation or casualty permanently and adversely impairs access if Sellers elect to the Propertycredit Buyer at Closing, then Purchaser Buyer shall not have the right to terminate this Agreement pursuant to this clause (B), or (C) with respect to a condemnation to the Properties only, such condemnation would result in the Properties (following restoration) violating any Laws or failing to comply with zoning or any recorded covenants, conditions, or restrictions affecting the Properties, then, except as otherwise provided in clause (B) of this sentence, Buyer may, at its option, terminate this Agreement by notice to Seller Sellers, given within ten (10) days after notification to Purchaser on or before the Closing Date, whereupon Buyer shall receive a return of the estimated amount of damages or Deposit less the determination of the value of the taking. In any instance where this Agreement is terminated pursuant to this Section 6Independent Consideration, the Deposit which shall be promptly returned paid to Purchaser, and this Agreement and the obligations of the parties hereunder shall terminate Sellers (and no party hereto shall have any further obligations obligation in connection herewith except for the Surviving Obligations). The parties hereby waive the under those provisions of any statute which provides for that expressly survive a different outcome or treatment in the event of a casualty or a condemnation or eminent domain proceeding. The provisions termination of this Section 6 shall survive the ClosingAgreement).

Condemnation or Destruction of Property. If In the event that, after the date hereof but prior to the Closing Date, either any portion of the Real Property is taken pursuant to eminent domain proceedings or condemnation or any of the Improvements improvements on the Property are damaged or destroyed by fire or other any casualty, then Seller shall promptly delivernotify Buyer of such fact, or cause to be delivered, to Purchaser, notice of any such eminent domain proceedings or casualty. but Seller shall have no obligation to restore, repair or replace any portion of the Real Property or any such damage or destruction. Seller shall, at upon consummation of the Closingtransaction herein provided, assign to Purchaser Buyer all claims of Seller’s interest in all awards or other proceeds for such taking by eminent domain or Seller respecting any condemnation or the casualty insurance coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller on account of any insurance collected casualty (the damage from which shall not have been repaired by Seller for such damage or destruction (unless and to the extent Seller shall have repaired such damage or destruction prior to the Closing Date), as applicable; provided, however, that Seller shall retain any proceeds received (and except the right to the extent receive any such awards, proceeds proceeds) of rental income insurance or insurance a temporary taking award that are attributable to lost rents or items applicable to any a period prior to the Closing)Closing Date; and further provided, less however, that until the amount Closing Date or the sooner termination of all reasonable out of pocket costs incurred by this Agreement, Seller in connection with the repair of such damage shall not adjust, settle, compromise or destruction or collection costs of Seller respecting litigate any awards or other proceeds for such taking by eminent domain or condemnation claim or any uncollected casualty insurance proceeds which Seller may claim without Buyer's prior written consent (such consent not to be entitled to receive from such damage unreasonably withheld or destruction, as applicabledelayed). In connection with any assignment of awards, insurance proceeds or insurance hereunder, Seller shall credit Purchaser Buyer with an amount equal to the applicable deductible amount under Seller’s insurance; provided, however, if the 's insurance and an amount of the damage or the value of the taking (in each case as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) shall exceed five equal to fifty percent (550%) of any uninsured casualty. At all times from the Purchase Price Effective Date through the Closing Date, Seller shall, at its expense, maintain its existing casualty insurance and rental income loss insurance with respect to the Property. In the event the cost of repair of damage to the Property on account of a casualty shall exceed $1,000,000 (as determined by the insurance advisor selected by the existing casualty insurer), or such condemnation or casualty permanently and adversely impairs access in the event the cost of repair of damage to the PropertyProperty on account of an uninsured casualty shall exceed $1,000,000 (as reasonably determined by Seller), then Purchaser or in the event there shall have the right to be a "material taking", Buyer may, at its option, terminate this Agreement by notice to Seller Seller, given within ten on or before the Closing Date (10) days after notification to Purchaser of whereupon the estimated amount of damages or the determination of the value of the taking. In any instance where this Agreement is terminated pursuant to this Section 6, the Escrow Deposit shall be promptly returned to PurchaserBuyer and, and except for those provisions hereof which survive termination, this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligationsterminate). The parties hereby waive the provisions of any statute which provides for a different outcome or treatment in In the event the cost of a repair of damage to the Property on account of an uninsured casualty or a condemnation or eminent domain proceeding. The provisions of shall exceed $1,000,000 (as reasonably determined by Seller), Seller may, at its option, terminate this Section 6 shall survive the Closing.Agreement

Condemnation or Destruction of Property. If In the event that, after the date hereof Effective Date but prior to the Closing Date, either any portion of the Real Property is taken pursuant to eminent domain proceedings or condemnation or any of the Improvements are damaged or destroyed by fire or other any casualty, then Seller shall promptly deliver, or cause be required to be delivered, to Purchaser, give Buyer prompt written notice of any such eminent domain proceedings or casualty. Seller the same after Seller’s actual discovery of the same, but shall have no obligation to restorecause any direct or indirect member, partner or owner of Seller to contribute capital to Seller or any other entity, or to repair or replace any portion of the Real Property (or cause to be repaired or replaced) any such damage damage, destruction or destructiontaken property. Seller shall, at upon consummation of the Closingtransaction herein provided, assign to Purchaser all of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction Buyer (unless and to the extent Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, condemnation proceeds or insurance proceeds are attributable to lost rents or other items applicable to any period prior to the Closing), less the amount of ) all reasonable out of pocket costs incurred by Seller in connection with the repair of such damage or destruction or collection costs claims of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or casualty insurance coverage, as applicable, and all condemnation proceeds or proceeds from any uncollected such casualty insurance proceeds which received by Seller may be entitled on account of any casualty (except to receive from such damage the extent required for collection costs or destructionrepairs by Seller prior to the Closing Date), as applicable. In connection with any assignment of awards, insurance proceeds or insurance hereunder, Seller shall credit Purchaser Buyer with an amount equal to the applicable deductible amount under Seller’s insurance; provided, however, if insurance (but not more than the amount by which (x) the cost as of the Closing Date to repair the damage is greater than (y) the insurance proceeds and coverage to be assigned to Buyer). In the event (A) the condemnation award or the value cost of repair of damage to the taking (in each case Property on account of a casualty, as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) applicable, shall exceed five percent $2,000,000, or (5%B) of the Purchase Price condemnation or damage to the Property (i) materially and adversely affects the access to or parking at the Property, (ii) results in the Property violating any Laws or failing to comply with respect to zoning or any covenants, conditions or restrictions affecting the Property, or such condemnation (iii) would entitle Tenant to terminate the Lease or casualty permanently and adversely impairs access xxxxx rent pursuant to the Propertyterms of the Lease, then Purchaser shall have or (C) Seller does not elect to credit Buyer with an amount equal to the right cost to repair any uninsured or underinsured casualty, Seller having the right, but not the obligation, to do so, Buyer may, at its option, terminate this Agreement by notice to Seller Seller, given within ten (10) days after notification to Purchaser on or before the Closing Date, whereupon Buyer shall receive a refund of the estimated amount of damages or Deposit (less the determination of the value of the taking. In any instance where this Agreement is terminated pursuant to this Section 6Independent Consideration, the Deposit which shall be promptly returned paid to Purchaser, and this Agreement and the obligations of the parties hereunder shall terminate (Seller) and no party hereto shall have any further obligations obligation in connection herewith except for the Surviving Obligations). The parties hereby waive the under those provisions of any statute which provides for that expressly survive a different outcome or treatment in the event of a casualty or a condemnation or eminent domain proceeding. The provisions termination of this Section 6 shall survive the ClosingAgreement.

Condemnation or Destruction of Property. If If, after the date hereof but prior to the Closing Date, either any portion of the Real a Property is taken or threatened with a taking pursuant to eminent domain proceedings or condemnation (including any acquisition by deed in lieu of such taking) or any of the Improvements improvements on a Property are damaged or destroyed by fire or other any casualty, then the applicable Seller shall promptly delivernotify Buyer, or cause to be delivered, to Purchaser, notice of any but such eminent domain proceedings or casualty. Seller shall have no obligation to restore, repair or replace any portion of the Real Property or any such damage or destruction. Such Seller shall, at upon consummation of the Closingtransaction herein provided, assign to Purchaser Buyer all claims of Seller’s interest in all awards or other proceeds for such taking by eminent domain or Seller respecting any condemnation or the casualty insurance coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller on account of any insurance collected by Seller for such damage or destruction casualty (unless and to the extent Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, condemnation proceeds or insurance proceeds are attributable to lost rents revenues, reimbursement for amounts expended by the applicable Seller to repair any casualty, or other items applicable to any period prior to the Closing), less the amount of all reasonable out of pocket costs incurred by Seller in connection with the repair of such damage or destruction or collection costs of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or any uncollected insurance proceeds which Seller may be entitled to receive from such damage or destruction, as applicable. In connection with any assignment of awards, insurance proceeds or insurance hereunder, such Seller shall credit Purchaser Buyer with an amount equal to the applicable deductible amount under such Seller’s insuranceinsurance or any uninsured amount if such casualty was not insured (but not more than the amount by which (x) the cost as of the Closing Date to repair the damage is greater than (y) the insurance proceeds and coverage to be assigned to Buyer); provided, however, if the aggregate amount of the deductible plus any uninsured damage or the value of the taking (in each case as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) for such Property shall exceed five percent (5%) of the Purchase Price with respect to the Property$225,000, or such condemnation or casualty permanently and adversely impairs access to the Property, then Purchaser Sellers shall have the right to terminate this Agreement with respect to such Property that is the subject of the casualty or condemnation, by notice to Seller Buyer given within ten on or before the Closing Date (10) days after notification to Purchaser whereupon the Applicable Share of the estimated amount of damages or the determination of the value of the taking. In any instance where this Agreement is terminated pursuant to this Section 6, the Escrow Deposit shall be promptly returned refunded to Purchaser, and this Agreement and the obligations of the parties hereunder shall terminate (Buyer and no party hereto shall have any further obligations obligation in connection herewith with such Property, except under those provisions that expressly survive a termination of this Agreement), provided, however, that Buyer may elect in writing to waive its right to receive a credit for such deductible and the Surviving Obligations). The parties hereby waive the provisions proceeds of any statute which provides for a different outcome or treatment uninsured damage, in the event excess of a casualty or a condemnation or eminent domain proceeding. The provisions of $225,000, whereupon Seller’s right to terminate this Agreement pursuant to this Section 6 shall be of no force and effect; provided, however, that, in such case, Buyer’s credit for the deductible or uninsured amount shall be limited to $225,000. Notwithstanding anything contained in this Agreement to the contrary, if such taking or proposed taking of any portion of the Property could, in Buyer’s reasonable good faith judgment, render use of the remainder impractical or unfeasible for the continued operation of the Hotel or if the value of the Property taken or proposed to be taken or the cost of repair of damage to any Hotel on account of a casualty occurring after the date hereof, as applicable, shall exceed $225,000, Buyer may, at its option, terminate this Agreement with respect to such Property (subject to Section 10.11) that is the subject of the casualty or condemnation, by notice to the other, given on or before the Closing Date (whereupon the Applicable Share of the Escrow Deposit shall be refunded to Buyer and no party hereto shall have any further obligation in connection with such Property, except under those provisions that expressly survive the Closinga termination of this Agreement).