Common use of Condemnation Clause in Contracts

Condemnation. (a) In the event that all or any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the Property, prior to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

Condemnation. (a) In the event that If all or any substantial material portion of the Property is condemned or taken by eminent domain (or conveyed by deed in lieu is the subject of a pending or contemplated taking which has not been consummated) before the Closing, then (a) Seller, if Seller has actual knowledge thereof, or if any condemnation proceeding is commenced for all or any substantial shall notify Buyer of such fact and (b) Buyer shall have the option to terminate this Agreement upon written notice to Escrow Holder and Seller given no later than thirty (30) business days after Seller has given such notice. For purposes of the foregoing sentence, a portion of the Property, prior to Closing, Purchaser may elect to terminate this Contract by written notice Property shall not be deemed material unless the taking thereof to Seller within ten (10) days after Seller notifies Purchaser diminishes the rentable area of the condemnationbuilding or the recreation facilities or restricts access to the Property. If this Agreement is so terminated, taking or deed in lieu or institution then (i) Buyer shall pay all costs associated with the cancellation of such condemnation proceedingthe Escrow pursuant to this Section, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and (ii) neither party Buyer nor Seller shall have any further rights, duties, rights or obligations hereunder under this Agreement (except for provisions to the extent of any indemnities under this Contract Agreement with respect to events occurring before such termination, which expressly indemnities shall survive any such termination), and (iii) Escrow Holder shall, without requiring any further instruction from Seller, immediately return to Buyer the termination of this ContractDeposit and all interest accrued thereon. If Purchaser Buyer does not terminate this Contract as aforesaid or the taking is not substantialAgreement within such thirty-day period, then both parties (A) Buyer shall not thereafter have the right to terminate this Agreement by reason of such taking and (B) Buyer and Seller shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a)this Agreement, and if without modification of the proceeds payable with respect to terms of this Agreement, except that (1) the Property as a result of condemnation exceed will not include the property so taken, (2) the Purchase Price will be reduced by the amount of any awards for the Property, the portion of such proceeds in excess taking awarded to Seller as of the Purchase Price Closing Date, and (3) Seller shall assign and turn over to Buyer, and Buyer shall be paid entitled to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive receive and retain, all awards for such taking not yet awarded as of the Closing.

Condemnation. (a) In Except as provided to the contrary in this Section 19, this Lease shall not terminate and shall remain in full force and effect in the event that all of a taking or condemnation of the Premises (a “Taking”), or any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for and Tenant hereby waives all or any substantial portion of the Property, prior rights under applicable law to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser , reduce or offset rent by reason of such Taking. If during the Term all or substantially all (a “Complete Taking”) or a smaller portion (a “Partial Taking”) of the Premises is taken or condemned by any competent public or quasi-public authority, then (a) in the case of a Complete Taking, Tenant may at its election made within thirty (30) days of the effective date of such Taking, terminate this Lease and neither party shall have any further rights, dutiesremove the Facility from the Portfolio effective as of the effective date of such termination, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For in the purpose case of this Section 9.1(a)a Partial Taking, a "substantial portion" the Rent shall be abated to the same extent as the resulting diminution in Fair Market Value of the Property applicable portion of the Premises. The resulting diminution in Fair Market Value on the effective date of a Partial Taking shall be deemed as established pursuant to Exhibit “G”. Landlord alone shall be (x) entitled to receive and retain any award for a taking or condemnation other than a temporary taking; provided, however, Tenant shall be entitled to submit its own claim in the event of any such taking or condemnation with respect to the value of Tenant’s leasehold interest in any portion of the Improvements, (y) any portion of Premises and/or the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces relocation costs incurred by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property Tenant as a result thereof. In the event of condemnation exceed a temporary taking of less than all or substantially all of the Purchase Price Premises, Tenant shall be entitled to receive and retain any and all awards for the Property, temporary taking and the portion Rent due under this Lease shall be not be abated during the period of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingtemporary taking.

Condemnation. (a) In the event that all or any substantial portion Governmental Authority commences condemnation proceedings, taking by power of the Property is condemned or taken by eminent domain or conveyed by deed in lieu any similar action (such action, a “Condemnation”) with respect to the Property or any Material Portion thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the PropertyOwner JV may, prior to Closingat its option, Purchaser may elect to terminate this Contract by written notice thereof to Seller within Hersha Owner given prior to the earlier of (i) the Closing Date, and (ii) ten (10) days Business Days after Seller Hersha Owner notifies Purchaser of the condemnation, taking or deed in lieu or institution Owner JV of such condemnation proceedingaction, and either: (x) terminate this Agreement, in which case the case of such termination, the ▇▇▇▇▇▇▇ Money entire Deposit shall be promptly returned to Purchaser Owner JV and neither party the Parties hereto shall have any no further rightsrights or obligations, duties, or obligations hereunder except for provisions of this Contract which expressly other than those that by their express terms survive the termination of this Contract. If Purchaser does not terminate Agreement, or (y) proceed under this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereofAgreement, in which event Seller Hersha Owner shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable Closing, irrevocably assign to the Property from such condemnationOwner JV its entire right, eminent domain proceeding or deed in lieu thereof title and assign its interest in and to any condemnation award, or credit the balance Purchase Price in the amount of any unpaid proceedsaward received by Hersha Owner between the Effective Date and the Closing Date less any collection costs, and there Owner JV shall have the sole right after the Closing to negotiate and otherwise deal with the condemning authority in respect of such matter. If Owner JV does not give Hersha Owner written notice of its election within the time required above, then Owner JV shall be no reduction in the Purchase Price. deemed to have elected option (by) above, For the purpose of this Section 9.1(a)Agreement, “Material Portion” means a "substantial portion" taking of the Property shall be deemed to be (x) any portion of the Improvementswhich, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for taking, in Hersha Owner’s reasonable estimation as reviewed and confirmed in good faith by Owner JV, will result in a decrease in value of the Property, the portion of such proceeds in excess Property equal to or exceeding ten percent (10%) of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

Condemnation. If, prior to the Closing, any governmental authority or other entity having condemnation authority shall institute any eminent domain proceeding or take any steps preliminary thereto (including the giving of any direct or indirect notice of intent to institute such proceedings) with regard to the Real Property or any portion thereof, Seller shall give prompt notice of same to Purchaser. In such event, Purchaser shall be entitled, as its sole and exclusive remedy, to terminate this Agreement upon a written notice of termination to Seller (a) In the event that all or any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the Property, prior to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) calendar days after notice by Seller notifies to Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceedingor (b) on the Closing Date, whichever occurs first. In the event that Purchaser does not terminate this Agreement pursuant to the preceding sentence, Purchaser shall be conclusively deemed to have elected to accept such condemnation, and in waives any right to terminate this Agreement as a result thereof. In the case of such terminationevent that Purchaser elects to terminate this Agreement under this Article XI, the ▇▇▇▇▇▇▇ Money Deposit and the Initial Payment shall be returned to Purchaser and neither party in accordance with Section 9.4(b). The remaining consequences of such termination shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contractbe as described under Section 9.3. If Purchaser does not waives (or is deemed to have waived) the right to terminate this Contract Agreement as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from a result of such condemnation, eminent domain proceeding or deed despite such condemnation, Seller and Purchaser shall consummate this Agreement in lieu thereof and assign its interest in and to accordance with the balance of any unpaid proceeds, and there shall be terms hereof with no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect Seller shall assign to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) Purchaser at the Closing. The foregoing provision shall survive the ClosingClosing all of Seller's right, title and interest in and to all proceeds resulting or to result from said condemnation.

Condemnation. (a) In If prior to the event that all or applicable Closing, any substantial portion of the Property is condemned or taken by any entity by condemnation or with the power of eminent domain or conveyed by deed in lieu thereofdomain, or if any condemnation proceeding the access thereto is commenced for all reduced or any substantial restricted thereby (or is the subject of a pending taking which has not yet been consummated), Seller, upon receiving notice thereof, shall immediately notify Buyer of such fact. In such event, Buyer shall have the right, in B▇▇▇▇’s sole discretion, to terminate this Agreement upon written notice to Seller and Title Company not later than seven (7) days after receipt of Seller’s notice thereof. If this Agreement is so terminated, the uncredited portion of the Property, prior to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇E▇▇▇▇▇▇ Money Deposit Money, whether deposited into escrow or released to Seller, shall be immediately returned to Purchaser Buyer, and neither party thereafter the Parties shall have any no further rights, duties, rights or obligations hereunder under this Agreement, except for provisions of this Contract which any that expressly survive the termination hereof. Alternatively, Buyer, in its sole discretion, may proceed to consummate the transaction, in which event, at the sole option of this Contract. If Purchaser does not terminate this Contract as aforesaid Buyer, either (a) Seller shall assign and turn over, and Buyer shall be entitled to receive and keep, any and all awards made or to be made in connection with such condemnation or eminent domain, and the taking is not substantial, then both parties Parties shall proceed to close the transaction contemplated herein applicable Closing pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (proportionately reduced in addition an amount equal to the Purchase Price) at portion of the ClosingProperty taken as compared to the whole, with Seller being entitled to the entire award. The foregoing provision shall survive In the Closingevent Buyer elects to proceed to consummate this transaction, B▇▇▇▇ will be deemed to have waived the occurrence of such condemnation as a Buyer’s Conditions Precedent under as set forth above.

Condemnation. (a) In Except as provided to the contrary in this Section 18, this Sublease shall not terminate and shall remain in full force and effect in the event that all of a taking or condemnation of the Premises, or any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for and Sublessee hereby waives all or any substantial portion of the Property, prior rights under applicable law to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit , reduce or offset rent by reason of such taking. If during the Term all or substantially all (a “Complete Taking”) or a smaller portion (a “Partial Taking”) of the Premises is taken or condemned by any competent public or quasi-public authority, then (a) in the case of a Complete Taking, Sublessee may at its election made within thirty (30) days of the effective date of such Taking, terminate this Sublease and the current Rent shall be returned to Purchaser and neither party shall have any further rights, dutiesequitably abated as of the effective date of such termination, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For in the purpose case of this Section 9.1(a)a Partial Taking, a "substantial portion" the Rent shall be abated to the same extent as the resulting diminution in Fair Market Value of the Property applicable portion of the Premises. The resulting diminution in Fair Market Value on the effective date of a Partial Taking shall be deemed as established pursuant to Exhibit “E”. Sublessor alone shall be (x) entitled to receive and retain any award for a taking or condemnation other than a temporary taking; provided, however, Sublessee shall be entitled to submit its own claim in the event of any such taking or condemnation with respect to the value of Sublessee’s Subleasehold interest in any portion of the Improvements, (y) any portion of Premises and/or the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces relocation costs incurred by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property Sublessee as a result thereof. In the event of condemnation exceed a temporary taking of less than all or substantially all of the Purchase Price Premises, Sublessee shall be entitled to receive and retain any and all awards for the Property, temporary taking and the portion Rent due under this Sublease shall be not be abated during the period of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingtemporary taking.

Condemnation. (a) In If prior to the event that all or Closing any substantial portion part of the Property is condemned or taken by pursuant to any governmental or other power of eminent domain or conveyed by deed in lieu thereofdomain, or if written notice of taking or condemnation is issued with respect to any condemnation proceeding is commenced for all or any substantial portion of the Property, prior or if proceedings are instituted or threatened in writing to Closingbe instituted by any governmental or other authority having the power of eminent domain with respect to any portion of the Property (any such event, Purchaser may elect a “Taking”), the Seller shall immediately notify Buyer as soon as Seller receives written notice of any such Taking. If the Taking is of all of the Real Property, or of a portion of the Real Property which would materially and adversely affect the Property or the use or value thereof or access thereto, then either the Seller or Buyer shall have the right, to be exercised within five (5) business days after receiving such notification, to terminate this Contract by Agreement effective upon written notice thereof to the other party. (b) If this Agreement is terminated within such five (5) business day period, neither Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party nor Buyer shall have any further rights, dutiesclaims or obligations against one another arising out of this Agreement. (c) If neither Seller nor Buyer has right to terminate or, if they have such right, they do not elect to terminate within the five (5) business day period, then Buyer shall accept the Property net of the portion taken by the Taking. In such event, if the condemnation award in respect of the Taking is paid to Seller prior to the Closing, the Purchase Price shall be reduced by an amount equal to the proceeds of the award received by, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contracton behalf of, Seller. If Purchaser does the award has not terminate this Contract been paid to the Seller as aforesaid or of the taking is not substantialClosing Date, then both parties the Seller shall proceed assign to close Buyer, without recourse, at the transaction contemplated herein pursuant Closing, by documents reasonably satisfactory to Buyer, all rights of Seller to the terms hereofaward, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and case there shall be no reduction adjustment in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

Condemnation. (a) In If the event that all Property, or any substantial portion part thereof, shall be condemned for any reason, including without limitation fire or earthquake damage, or otherwise taken for public or quasi-public use under the power of the Property is condemned eminent domain, or taken by eminent domain or conveyed by deed be transferred in lieu thereof, all damages or if other amounts awarded for the taking of, or injury to, the Property shall be paid to Beneficiary who shall have the right, in its sole and absolute discretion, to apply the amounts so received against (a) the costs and expenses of Beneficiary, including attorneys’ fees incurred in connection with collection of such amounts, and (b) the balance against the Obligations; provided, however, that notwithstanding the foregoing to the contrary, the condemnation proceeds received shall be used to repair or replace the Property as nearly as possible to its value, condition and character immediately prior to such taking: (a) in the event the aggregate amount of such proceeds in connection with any condemnation proceeding award is commenced for all in an amount not exceeding One Million Dollars ($1,000,000.00) and no Event of Default has occurred and is continuing, in which event such proceeds shall be delivered by the Beneficiary to the Grantor who shall provide the Beneficiary with evidence of the repair or replacement of the Property within six (6) months of the delivery of such proceeds to the Grantor; or (b) in the event the aggregate amount of the condemnation proceeds is in excess of One Million Dollars ($1,000,000.00) if (i) no Event of Default has occurred and is continuing hereunder, and (ii) the available condemnation proceeds (together with any substantial portion of deposit posted by the Grantor to augment any deficiency in such proceeds) are, in the Beneficiary’s reasonable judgment, sufficient to fully and completely restore, repair, or replace the Property, prior to Closing, Purchaser may elect to terminate this Contract in which event the Beneficiary shall hold the insurance proceeds (together with any deposit made by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein Grantor pursuant to the terms hereof) in an account with the Beneficiary which shall serve as collateral for the Obligations, in which event Seller and shall, except as limited in Section 9.1(b) hereofupon the request of the Grantor, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property make disbursements from such condemnation, eminent domain proceeding account to make payment for the costs incurred by the Grantor in connection with the repair or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" replacement of the Property shall be deemed to be (x) any portion upon receipt of invoices or other evidence of the Improvements, (y) any portion incurring of such costs and expenses. In the event the repair or replacement of damaged Property that restricts or reduces includes the existing access construction of improvements to the PropertyLand, or (z) any portion of the parking lot Beneficiary may require that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate disbursements be made in accordance with Section 9.1(a)standard construction lending practices. To enforce its rights hereunder, Beneficiary shall be entitled to participate in and control any condemnation proceedings and to be represented therein by counsel of its own choice, and if the proceeds payable with respect Grantor will deliver, or cause to the Property be delivered to Beneficiary such instruments as a result of condemnation exceed the Purchase Price for the Property, the portion of may be requested by it from time to time to permit such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingparticipation.

Condemnation. (ai) In If Seller receives written notice of any pending or threatened condemnation proceedings or actions, or if a Casualty (defined below) shall occur with respect to the event that all Property, Seller shall promptly notify Purchaser thereof in writing. If, at or prior to the Closing Date, (A) a part of the Property valued at Five Hundred Thousand and No/100 Dollars ($500,000.00) or more (as reasonably estimated by the independent third party engineers of Seller and Purchaser), shall be condemned or taken pursuant to any substantial governmental or other power of eminent domain, or (B) any written notice of taking or condemnation involving a part of the Property valued at $500,000.00 or more (estimated as set forth above) is issued to Seller, or (C) proceedings are instituted by any Governmental Authority having the power of eminent domain concerning a part of the Property valued at $500,000.00 or more (estimated as set forth above), or (D) a part of the Property shall be condemned or taken and such taking results in the termination of any Existing Leases, or (E) any access point from the Property to an adjacent public right-of-way shall be condemned or taken or a sufficient portion of the parking area within the Property is shall be condemned or taken by eminent domain or conveyed by deed in lieu thereofsuch that the remaining parking spaces within the Property are not sufficient to satisfy the parking requirements under applicable law, or if any condemnation proceeding is commenced for all the OEA or any substantial portion of the PropertyExisting Leases, prior to Closingthen in any such event, Purchaser may elect shall have the right to terminate this Contract Agreement by giving Seller and Escrow Agent written notice thereof to Seller of termination within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution receiving Seller’s written notice of such condemnation proceedingor taking. If Purchaser terminates this Agreement as aforesaid, Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller) and Escrow Agent shall immediately return the Deposit to Purchaser, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to neither Purchaser and neither party nor Seller shall have any further rights, dutiesrights or liability under this Agreement. (ii) If any event described in the second sentence of Section 12(a)(i) with respect to a part of the Property valued at less than $500,000.00 shall occur at or prior to the Closing Date, or obligations hereunder except for provisions of this Contract which expressly survive in the termination of this Contract. If event Purchaser does not elect to terminate this Contract as aforesaid or the taking is not substantialAgreement in accordance with Section 12(a)(i), then both parties Purchaser shall proceed to close closing without adjustment of the transaction contemplated herein pursuant Purchase Price but subject to the terms hereofcondemnation, in which event event, Seller shall, except as limited in Section 9.1(b) hereof, deliver shall assign to Purchaser at the Closing any proceeds actually received by time of closing the condemnation award or rights thereto paid or payable to Seller attributable to the Property from on account of such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

Condemnation. (a) In the event that If all or any substantial portion part of the Property is condemned or Premises shall be taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion as a result of the Property, prior to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser exercise of the condemnationpower of eminent domain, taking or deed in lieu or institution this Lease shall terminate as to the part so taken as of such condemnation proceedingthe date of taking, and and, in the case of such terminationa partial taking that makes it commercially impractical to operate and manage the System, and to use the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party Premises consistent with the Permitted Use, then Tenant shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not right to terminate this Contract Lease as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of the Premises as of the date on which possession thereof is taken. In the event of any unpaid proceedstaking, the parties agree that any and there all compensation, damages, income, Rents, awards, or any interest therein whatsoever which may be paid or made in connection therewith shall be no reduction allocated as follows: (i) compensation and other awards for the System and other fixtures, improvements or structures of Tenant on, in or under the Purchase Price. (b) For Premises, for the purpose value of this Section 9.1(a), a "substantial portion" of any unexpired Term attributable to the Property shall be deemed to be (x) any portion of the ImprovementsPremises taken, and for the Tenant’s business, to Tenant; and, (yii) compensation and other awards for the Premises other than that described in Section 19(i), to Landlord. A party shall not have a claim against the other party for the value of any unexpired Term attributable to the portion of the Property that restricts or reduces the existing access Premises subject to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property taking as a result of condemnation exceed the Purchase Price for exercise of the Propertypower of eminent domain. In the event of a partial taking of the Premises which does not result in a termination of this Lease, the portion of Rents shall be reduced in the proportion that such proceeds in excess taking handicaps, impairs or impedes Tenant’s operation and management of the Purchase Price System, and use of the Premises consistent with the Permitted Use. Landlord shall be paid give Tenant written notice of any eminent domain proceedings, and both Landlord and Tenant shall have the right to Seller (participate in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingsuch proceedings.

Condemnation. (a) In If the event that all Property or any substantial portion of the Property part thereof is condemned or taken by power of eminent domain by any public or conveyed quasi-public authority, the Seller or the Purchaser or both may appear and defend or prosecute in any such proceeding. All compensation or awards received from the condemning authority by deed in lieu thereofeither the Seller or the Purchaser shall, or if subject to the requirements of any condemnation proceeding is commenced for all or any substantial portion Prior Encumbrances, be applied first to the payment of the Propertyexpenses of litigation, prior next to Closingthe acquisition and installation costs of any replacements or restorations of condemned property requested by the Purchaser in writing not later than 15 days following the date possession is required to be surrendered by the condemning authority, Purchaser may elect next to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser the reduction of the condemnationunpaid balance of this contract in the inverse order of its maturity, taking or deed in lieu or institution of such condemnation proceedingnext to any other sums then due to the Seller (including accrued and unpaid interest and reimbursable advances and expenses), and in the case of such terminationsurplus, the ▇▇▇▇▇▇▇ Money Deposit if any, shall be returned paid to Purchaser the Purchaser. The Prepayment Premium shall not be added to any payments required by this paragraph. All of the replacements and neither party restorations shall have any further rightsthe same purpose and function as the condemned property, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shalland, except as limited otherwise consented to by the Seller in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable writing and except to the Property extent necessitated by the condemnation or then applicable law, none of the replacements or restorations may be materially different from such condemnation, eminent domain proceeding the condemned property. Any condemnation awards used to restore or deed in lieu thereof and assign its interest in and to the balance of replace any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of deposited in a disbursement account and disbursed in the Improvements, (y) any portion manner specified herein for insurance proceeds following an insured casualty. No total or partial taking of the Property that restricts by condemnation shall constitute a failure of consideration or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as provide a result of condemnation exceed the Purchase Price basis for the Property, the portion rescission of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingthis contract.

Condemnation. (a) In If during the event that Lease Term, title to, or the temporary use of, all or any substantial portion part of the Property Project is condemned by or taken by sold under threat of condemnation to any authority possessing the power of eminent domain, to such extent that the claim or loss resulting from such condemnation is greater than $100,000, the Developer shall, within 90 days after the date of entry of a final order in any eminent domain proceedings granting condemnation or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion the date of the Property, prior to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser sale under threat of the condemnation, taking or deed notify the City, the Trustee, the Lender, any mortgagee under the Leasehold Mortgage (if any) and any Financing Party under the Financing Documents (if any) in lieu or institution writing as to the nature and extent of such condemnation proceeding, or loss of title and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned whether it is practicable and desirable to Purchaser and neither party shall have any further rights, duties, acquire or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Priceconstruct substitute improvements. (b) For If the purpose Developer determines that such substitution is practicable and desirable, the Developer shall proceed promptly with and complete with reasonable dispatch the acquisition or construction of this Section 9.1(a)such substitute improvements, a "substantial portion" so as to place the Project in substantially the same condition as existed before the exercise of the Property shall power of eminent domain, including the acquisition or construction of other improvements suitable for the Developer’s operations at the Project (which improvements will be deemed to be (x) any portion a part of the ImprovementsProject and available for use and occupancy by the Developer without the payment of any rent other than herein provided, (y) any portion of the Property that restricts or reduces the existing access to the Propertysame extent as if such other improvements were specifically described herein and demised hereby); provided, that such improvements will be acquired by the City subject to no liens, security interests or encumbrances before the lien and/or security interest afforded by the Indenture and this Lease other than Permitted Encumbrances (z) including, without limitation, any portion of liens held by the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property Lender in violation of existing zoning requirements. Notwithstanding anything and to the contrary contained in Section 9.1(asubstitute Project). In such case, if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable any Net Proceeds received from any award or awards with respect to the Property Project or any part thereof made in such condemnation or eminent domain proceedings, or of the sale proceeds, shall be applied in the same manner as a result provided in Section 9.1 (with respect to the receipt of casualty insurance proceeds). (c) If the Developer determines that it is not practicable or desirable to acquire or construct substitute improvements, or if the Developer does not have the right under the Fee Deed of Trust to use any Net Proceeds of condemnation exceed awards received by the Purchase Price for Developer, then any Net Proceeds of condemnation awards received by the PropertyDeveloper shall, after payment of all Additional Rent then due and payable, be paid into the Bond Fund and shall be used to redeem Bonds on the earliest practicable redemption date or to pay the principal of any Bonds as the same becomes due and payable, all subject to the rights of the Lender under the Loan Documents, any mortgagee under the Leasehold Mortgage (if any) and any Financing Party under the Financing Documents (if any). (d) The Developer shall not, by reason of its inability to use all or any part of the Project during any such period of restoration or acquisition nor by reason of the payment of the costs of such restoration or acquisition, be entitled to any reimbursement from the City, the portion of such proceeds in excess Trustee or the Owners or to any abatement or diminution of the Purchase Price rentals payable by the Developer under this Lease nor of any other obligations hereunder except as expressly provided in this Section. (e) The City shall be paid to Seller (cooperate fully with the Developer in addition the handling and conduct of any prospective or pending condemnation proceedings with respect to the Purchase Price) at Project or any part thereof, and shall, to the Closingextent it may lawfully do so, permit the Developer to litigate in any such proceeding in the name and on behalf of the City. The foregoing provision shall survive In no event will the ClosingCity voluntarily settle or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Project or any part thereof without the prior written consent of the Developer and the Lender.

Condemnation. If the title in and to, or the temporary use of, the Project or any part thereof shall be taken under the exercise of the power of eminent domain by any governmental body or by any other person acting under governmental authority, the Company shall be obligated to continue to pay the rents specified in Section 5.3. The Board, the Company and the Trustee shall cause the Net Proceeds received by them or any of them, from any award made in such eminent domain proceeding, to be paid to and held by the Company and applied in one or more of the following ways at the election of the Company: (a) In the event that all or any substantial portion restoration of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of Project to substantially the Property, same condition as existed prior to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution exercise of such condemnation proceeding, and in the case power of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price.domain; (b) For the purpose acquisition, by construction or otherwise, of this Section 9.1(a), other industrial facilities suitable for the Company's operations at the Project (which facilities will be deemed a "substantial portion" part of the Property shall Project and available for use and occupancy by the Company and will be deemed leased to the Company hereunder without the payment of any rents other than herein provided to the same extent as if such other improvements were specifically described herein); provided, that such facilities will be acquired subject to no liens, security interests or encumbrances prior to the lien afforded by this Agreement and the Indenture, other than Permitted Encumbrances; or (xc) any portion payment into the Bond Fund to provide for payment in full of the Improvements, (y) Bonds at the earliest date that the Bonds may be called for redemption. The Board shall cooperate fully with the Company in the handling and conduct of any portion of the Property that restricts prospective or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable pending eminent domain proceeding with respect to the Property as a result of condemnation exceed Project or any part thereof and shall, to the Purchase Price for extent it may lawfully do so, permit the Property, Company to litigate in any such proceeding in the portion of such proceeds in excess name and on behalf of the Purchase Price shall be paid to Seller (in addition Board. In no event will the Board voluntarily settle, or consent to the Purchase Price) at settlement of, any prospective or pending eminent domain proceeding with respect to the Closing. The foregoing provision shall survive Project or any part thereof without the Closingwritten consent of the Company.

Condemnation. (a) In If, prior to the event that Closing, all or any substantial portion material part of the Property Facility is condemned or taken by eminent domain (or conveyed becomes the subject of a pending taking which has not yet been consummated), Seller shall notify Purchaser of such fact promptly after obtaining knowledge thereof. In connection with such event, if the estimated cost of repairs for the damage caused by deed in lieu thereof, such event are equal to or if any condemnation proceeding is commenced for all or any substantial portion of the Property, prior to Closinggreater than One Hundred Thousand and no/100 Dollars ($100,000.00), Purchaser may elect shall have the right to terminate this Contract Agreement (in whole but not in part) by written giving notice thereof to Seller within not later than ten (10) days after Seller notifies Purchaser the giving of Seller’s notice (and, if necessary, the condemnation, taking or deed in lieu or institution Closing Date shall be extended until the second day after the expiration of such condemnation proceeding, and in the case of such terminationten-day period). If Purchaser elects to terminate this Agreement as aforesaid, the ▇▇▇▇▇▇▇ Money Deposit shall be returned paid to Purchaser Purchaser, whereupon, this Agreement shall terminate and neither be of no further force and effect and no party shall have any further rights, duties, rights or obligations hereunder except for provisions of this Contract which expressly survive the termination of this ContractSurviving Obligations. If less than a material part of the Facility shall be affected (i.e., the costof repairs for such damage will be less than One Hundred Thousand and no/100 Dollars ($100,000.00) or if Purchaser does shall not elect to terminate this Contract Agreement as aforesaid or aforesaid, the taking is not substantial, then both parties sale of the Facility shall proceed to close the transaction contemplated be consummated as herein pursuant provided without any adjustment to the terms hereof, in which event Purchase Price (except to the extent of any condemnation award received by Seller shall, except as limited in Section 9.1(bprior to the Closing) hereof, deliver and Seller shall assign to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnationall of Seller’s right, eminent domain proceeding or deed in lieu thereof title and assign its interest in and to all awards, if any, for the balance of any unpaid proceedstaking, and there Purchaser shall be no reduction in entitled to receive and keep all awards for the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" taking of the Property shall be deemed to be (x) any Facility or portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingthereof.

Condemnation. (a) In the event that all There is not any pending or any substantial portion of the Property is condemned threatened condemnation or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of similar proceedings affecting the Property, prior to Closing, Purchaser may elect to terminate . The representations and warranties in this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit Article III shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination Closing for a period of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(bsix (6) hereof, deliver to Purchaser at months following the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. Date (b) For the purpose of this Section 9.1(a“Survival Period”), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a)this Agreement, if any claim that Purchaser has may have during the Survival Period against Seller for any breach of the representations and warranties contained in this Article III will not timely elected to terminate in accordance with Section 9.1(a)be valid or effective, and if the proceeds payable Seller shall have no liability with respect to thereto, unless the Property as a result aggregate of condemnation all valid claims exceed $50,000.00. Seller’s liability for damages resulting from valid claims during the Purchase Price for the Property, the portion of such proceeds Survival Period shall in excess no event exceed one percent (1%) of the Purchase Price in the aggregate. P▇▇▇▇▇▇▇▇ agrees that, with respect to any alleged breach of representations in this Agreement discovered after the Survival Period, the maximum liability of Seller for all such alleged breaches is limited to $100.00. In the event Purchaser obtains actual knowledge on or before Closing of any material inaccuracy in any of the representations and warranties contained in this Article III, Purchaser may as Purchaser’s sole and exclusive remedy either: (i) terminate this Agreement whereupon the E▇▇▇▇▇▇ Money, including the Independent Contract Consideration, shall be paid released to Seller, and neither party shall have any further rights or obligations pursuant to this Agreement, other than as set forth herein with respect to rights or obligations that survive termination; or (ii) waive any and all claims against Seller on account of such inaccuracy and close the transaction. In the event Purchaser obtains knowledge on or before the expiration of the Study Period of any inaccuracy in any of the representations and warranties contained in this Article III, and Purchaser does not terminate this Agreement on or before the expiration of the Study Period, Purchaser shall be deemed to have waived any and all claims against Seller on account of such inaccuracy (in addition including the right to terminate this Agreement following the Purchase Price) at expiration of the ClosingStudy Period). The foregoing provision provisions of this Article III shall survive the Closing.

Condemnation. (a) In Immediately upon obtaining knowledge of the event that all or institution of any substantial portion proceedings for the condemnation of the Property is condemned or taken by eminent domain or conveyed by deed in lieu any portion thereof, or any other similar governmental or quasi-governmental proceedings arising out of injury or damage to the Property or any portion thereof, each party will promptly notify the other (provided, however, BNPPLC will have no liability for its failure to provide such notice) of the pendency of such proceedings. (As used herein, “condemnation of the Property” or words of like effect will include any indirect condemnation by means of a taking of the Land or the Existing Appurtenant Easements or any part thereof.) NAI must, at its expense, diligently prosecute any such proceedings and must consult with BNPPLC, its attorneys and experts and cooperate with them as reasonably requested in the carrying on or defense of any such proceedings. BNPPLC is hereby authorized, in its own name or in the name of NAI or in the name of both, at any time after a 97-10/Meltdown Event or when an Event of Default has occurred and is continuing, but not otherwise without NAI’s prior consent, to execute and deliver valid acquittances for, and to appeal from, any such judgment, decree or award concerning condemnation of any of the Property. BNPPLC will not in any event or circumstances be liable or responsible for failure to collect, or to exercise diligence in the collection of, any such proceeds, judgments, decrees or awards. Notwithstanding the foregoing provisions of this subparagraph, if any condemnation proceeding is commenced for proceeds totaling not more than $1,000,000 are to be recovered as a result of a taking of less than all or any substantial portion substantially all of the Property, prior to Closing, Purchaser NAI may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, directly receive and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of hold such proceeds in excess during the Term, so long as no Event of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingDefault has occurred and is continuing and NAI applies such proceeds as required herein.

Condemnation. If any governmental taking is contemplated, pending or completed (ahereinafter a "condemnation") In the event that all at or any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the Property, prior to Closing, Purchaser may elect for (i) twenty (20%) percent or more of the Land or any portion of the Land which materially and adversely affects access to or parking on the Land or (ii) any portion of any building located on the Land, the following provision shall apply: (a) Seller shall immediately notify Buyer thereof in writing. (b) Buyer shall have the option to: (i) terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser Agreement and receive a refund of the condemnationDeposit, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and which event neither party shall have any further rightsright, duties, obligation or obligations hereunder liability under this Agreement to or against the other and this Agreement shall be of no further force or effect (except for provisions of this Contract any restoration or indemnity obligations which expressly survive the termination any termination) or (ii) continue this Agreement in accordance with subsection (c) of this ContractSection 11.2. Said option shall be exercised by written notice of election to Seller within thirty (30) days after Buyer's receipt of written notice from Seller of the condemnation proceeding (including a description of the portion of the Real Property subject to said condemnation proceeding). If Purchaser no such election is given by Buyer within said thirty (30) days, then this Agreement shall continue in accordance with subsection (c) of this Section 11.2. (c) If the condemnation proceedings are for less than the portion of the Real Property described above, or if Buyer does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. Agreement under subsection (b) For above, then the purpose of this Section 9.1(a), a "substantial portion" of the Property Closing shall be deemed to be (x) any portion of held as otherwise herein provided, and the Improvements, (y) any portion of the Property that restricts or reduces the existing access Buyer shall take title to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything Land and Improvements subject to the contrary contained in Section 9.1(a)condemnation proceedings. In such event, if Purchaser has not timely elected all condemnation awards made prior to terminate in accordance with Section 9.1(a), or after the date of Closing shall belong to Buyer and if Seller shall pay over the proceeds payable with respect received at Closing and execute any documents needed to effect the Property as a result assignment to Buyer of condemnation exceed the Purchase Price for the Propertyall of Seller's right, the portion of title and interest in or to any such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingawards.

Condemnation. (a) In the event that all or any substantial significant portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial significant portion of the Property, Property prior to Closing, Purchaser either party may elect to terminate this Contract by written notice thereof to Seller the other party within ten (10) days after Seller notifies Purchaser such party is notified of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions . Upon termination of this Contract as provided in this Section 9.1(a), all rights, duties and obligations hereunder shall cease and be of no further force or effect (except with respect to the provisions hereof which expressly survive the termination of this Contract). If Purchaser does not terminate neither party terminates this Contract as aforesaid or the taking is not substantialaforesaid, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shallPurchaser shall have the rights set forth in the Lease (including, except as limited in Section 9.1(bwithout limitation, the rights, if any exist, of the landlord to receive condemnation proceeds with respect to such condemnation or taking) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) . For the purpose purposes of this Section 9.1(a), a "substantial significant portion" of the Property shall be deemed to be (x) any portion of the ImprovementsLand which, if subject to a condemnation, eminent domain or similar proceeding, gives rise to the right of the Tenant under the Lease to terminate the Lease. (yb) any In the event that less than a significant portion of the Property that restricts is condemned, taken by eminent domain, conveyed by deed in lieu thereof or reduces is the existing access to subject of a condemnation proceeding, neither party shall have the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected right to terminate in accordance this Contract and the Closing shall occur with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess no reduction of the Purchase Price Price, and any award or payment made therefor shall be paid to Seller (as provided in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingLease.

Condemnation. (a) In If, during the event that Term, title to, or the temporary use of, all or any substantial portion part of the Property is Premises shall be condemned or taken by any authority exercising the power of eminent domain, TENANT shall, within fifteen (15) days after the date of entry of a final order in any eminent domain proceedings granting condemnation, notify LANDLORD in writing as to the nature and extent of such condemnation and whether it is practicable for TENANT to acquire or conveyed by deed in lieu thereofconstruct substitute improvements, or if any condemnation proceeding is commenced for all or any substantial portion of the Property, prior to Closing, Purchaser may whether TENANT shall elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of lease. If TENANT shall determine that such substitution is practicable and desirable and LANDLORD shall agree thereto, TENANT shall forthwith proceed with and complete with reasonable dispatch the condemnation, taking acquisition or deed in lieu or institution construction of such condemnation proceedingsubstitute improvements. In such case, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, net proceeds received from any award or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable awards with respect to the Property as a result of Premises or any part thereof made in such condemnation exceed the Purchase Price or eminent domain proceeds shall be used and applied for the Property, purpose of paying the portion cost of such substitution. Any proceeds not required for such costs shall be distributed to the parties in excess pro-rata distributions as their interests may appear based upon Agreement Term remaining and the fair market value of each party’s interest at the time the proceeds are received. If TENANT shall determine that it is not practicable and desirable to acquire or construct substitute improvements, any net proceeds shall be distributed to the parties in pro-rata distributions as their interests may appear based upon the Agreement Term remaining, and the fair market value of each party’s interest at the time the proceeds are received. LANDLORD shall cooperate fully with TENANT in the handling and conduct of any prospective or pending condemnation proceedings with respect to the Premises or any part thereof. In no event shall TENANT or LANDLORD voluntarily settle or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Premises without the mutual agreement and written consent of the Purchase Price shall be paid other party to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingthis Agreement.

Condemnation. (a) In Prior to the event that Closing Date, if all or any substantial portion of the Property is condemned taken, or taken if access thereto is reduced or restricted, by eminent domain or conveyed by deed in lieu thereof, otherwise (or if any condemnation proceeding such taking, reduction or restriction is commenced for all pending, threatened or any substantial contemplated) (hereinafter a "Condemnation Proceeding"), Seller shall immediately notify Purchaser of such fact. In the event that such notice relates to the taking of a material (as defined below) portion of the Property, prior to ClosingPurchaser shall have the option, Purchaser may elect in its sole and absolute discretion, to terminate this Contract by Agreement upon written notice thereof to Seller within ten given not later than thirty (1030) days after Seller notifies Purchaser receipt of the condemnationSeller's notice, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and whereupon neither party shall have any further rights, duties, obligations or obligations liabilities hereunder except for provisions of this Contract with respect to those rights, obligations or liabilities which expressly survive the termination of this ContractAgreement. For the purposes of this Section, and without limiting the generality of the foregoing, a taking shall be deemed material if it (i) restricts access to the Property (ii) reduces the parking available to Property unless an equal or greater number of spaces may be created through a reconfiguration of the parking facilities, or (iii) would, in the reasonable estimation of Purchaser, cost more than $100,000 to restore the Property or make alterations to the Property in order to maintain the Property as a fully functioning correctional and detention facility comparable in all respects to the condition of the Property absent such Condemnation Proceeding. If Purchaser does not elect to terminate this Contract Agreement as aforesaid or herein provided, the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein Closing pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at hereof without modification of the Closing terms of this Agreement and without any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" and any condemnation award and repair and restoration of the Property shall be deemed governed by the terms and provisions of the Lease to be (x) any portion entered into between Seller and Purchaser at the Closing with the same effect as if such Condemnation Proceeding had occurred during the term of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirementsLease. Notwithstanding anything to the contrary contained in Section 9.1(a), if If Purchaser has does not timely elected elect to terminate this Agreement by reason of any Condemnation Proceeding, Purchaser shall have the right to participate in accordance with Section 9.1(a), and if the proceeds payable any Condemnation Proceeding with respect to the Property as a result of condemnation exceed and, in such event, Purchaser and Seller shall cooperate each with the Purchase Price for the Property, the portion of such proceeds other in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closinggood faith.

Condemnation. (a) In the event that If Seller receives written notice of pending or threatened condemnation relating to all or any substantial material portion of the Real Property is condemned or taken by eminent domain or conveyed by deed that would materially and adversely affect Buyer’s intended use of the Real Property (“Condemnation Notice”), then: (i) Seller shall notify Buyer in lieu writing of such fact promptly (within five (5) business days) after obtaining knowledge thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the Property, prior to Closing, Purchaser and (ii) either party may elect to terminate this Contract Agreement by delivering written notice thereof to Seller the other party within ten fifteen (1015) business days after Seller notifies Purchaser of delivery of Seller’s notice of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereofCondemnation Notice, in which event Seller shall, except as limited Sections 4.3(a) through (d) hereof shall apply. If neither party elects to terminate this Agreement in Section 9.1(b) hereof, deliver to Purchaser at accordance with the Closing immediately preceding sentence and all or any proceeds actually received portion of the Real Property is taken by Seller attributable eminent domain prior to the Property from such condemnationClosing, eminent domain proceeding or deed then this Agreement shall remain in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, effect and there shall be no reduction in abatement of the Purchase Price. (b) For ; provided, however, that, at the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the ImprovementsClosing, (y1) Seller shall pay to Buyer the amount of any portion award for or other proceeds on account of the Property that restricts or reduces the existing access such taking which have been actually paid to Seller prior to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property Closing as a result of condemnation exceed such taking, less all actual, out-of-pocket costs and expenses, including reasonable attorneys’ fees and costs, incurred by Seller as of the Purchase Price for the Property, the portion Closing in obtaining payment of such proceeds in excess of the Purchase Price shall be paid to Seller award or proceeds, or (in addition 2) to the Purchase Price) extent such award or proceeds have not been paid, Seller shall assign to Buyer at the Closing. The foregoing provision , without recourse to Seller, all rights of Seller to, and Buyer shall survive be entitled to receive and retain, all awards for the Closingtaking of the Property or such portion thereof.

Condemnation. As of the date of this Agreement, there is no pending or, to the knowledge of Seller, threatened condemnation or similar proceeding or special assessment (ainclusive of assessments for street widening, repair, or improvement), or change in zoning affecting the Property. Notwithstanding and without limiting the foregoing, (i) In if any of the representations or warranties of Seller that survive Closing contained in this Agreement or in any document or instrument delivered in connection herewith are materially false or inaccurate, or Seller is in material breach or default of any of its obligations under this Agreement that survive Closing, and Purchaser nonetheless closes the transactions hereunder and purchases the Property, then Seller shall have no liability or obligation respecting such false or inaccurate representations or warranties or other breach or default (and any cause of action resulting therefrom shall terminate upon the Closing) in the event that all either (x) on or any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the Property, prior to Closing, Purchaser may elect shall have had actual knowledge of the false or inaccurate representations or warranties or other breach or default, or (y) the accurate state of facts pertinent to such false or inaccurate representations or warranties or other breach or default was contained in any of the Information furnished or made available to or otherwise obtained by Purchaser, and (ii) to the extent the copies of the Leases, the Contracts or any other Information furnished or made available to or otherwise obtained by Purchaser prior to the date hereof contain provisions or information that are inconsistent with the foregoing representations and warranties, Seller shall have no liability or obligation respecting such inconsistent representations or warranties (and Purchaser shall have no cause of action or right to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceedingAgreement with respect thereto), and in such representations and warranties shall be deemed modified to the case extent necessary to eliminate such inconsistency and to conform such representations and warranties to such Leases, Contracts and other Information. References to the “knowledge”, “best knowledge” and/or “actual knowledge” of such termination, Seller or words of similar import shall refer only to the current actual (as opposed to implied or constructive) knowledge of Cavarly ▇. ▇▇▇▇▇▇▇ Money Deposit and shall not be returned construed, by imputation or otherwise, to Purchaser and neither party shall have refer to the knowledge of Seller or any further rightsparent, dutiessubsidiary or affiliate of Seller or to any other officer, agent, manager, representative or employee of Seller or to impose upon Cavarly ▇. ▇▇▇▇▇▇▇ any duty to investigate the matter to which such actual knowledge, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantialabsence thereof, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirementspertains. Notwithstanding anything to the contrary contained in Section 9.1(a)this Agreement, if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price Cavarly ▇. ▇▇▇▇▇▇▇ shall be paid to Seller (in addition to the Purchase Price) at the Closinghave no personal liability hereunder. The foregoing provision provisions of this Section 7.1.1 shall survive the ClosingClosing for a period of nine (9) months.

Condemnation. (a) In the event that all or substantially all of a Managed Property shall be taken in any substantial eminent domain, condemnation, compulsory acquisition, or similar proceeding by any competent authority for any public or quasi-public use or purpose, or in the event a portion of a Managed Property shall be so taken, but the result is that it is infeasible, in the reasonable opinion of Owner or Manager, to restore and continue to operate the remaining portion of the respective Managed Property is condemned or taken for the purposes and in accordance with the Operating Standards contemplated herein (as adjusted to the extent necessary to reflect any changes to the operation of such Managed Property covered by eminent domain or conveyed by deed in lieu thereofsuch taking and restoration), or if any condemnation proceeding is commenced for all or any substantial portion then upon the date that Owner shall be required to surrender possession of the Propertyapplicable Managed Property (or portion thereof), prior this Agreement shall terminate with respect to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten such Managed Property (10or portion thereof) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party Party shall have any further rightsobligation to the other Party in connection therewith. Notwithstanding the foregoing, dutiesin the event of any taking of a Managed Property (or portion thereof) and the Parties elect not to terminate under the immediately preceding sentence, but (i) Owner’s lender fails or obligations hereunder except refuses to make available to Owner sufficient proceeds of such eminent domain proceedings in order to permit Owner to make appropriate alterations, restorations or repairs to the remainder of the respective Managed Property so that such Managed Property would continue to be operable for provisions the purposes herein contemplated; or (ii) Owner cannot, despite the exercise of this Contract which expressly survive diligent efforts to do so, substantially complete restoration within a timeframe that the termination Parties mutually agreed upon (in good faith) at the time of this Contract. If Purchaser does not such taking, then Owner or Manager shall have the right to terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant Agreement with respect to the terms hereofapplicable Managed Property (or portion thereof) upon written notice to the other Party whereupon this Agreement shall terminate with respect to such Managed Property (or portion thereof) upon the date that Owner shall be required to surrender possession of the applicable Managed Property (or portion thereof) to the condemning authority, in and neither Party shall have any further obligation to the other Party with respect to the applicable Managed Property (or portion thereof) surrendered. Owner and Manager shall each have the right to initiate such proceedings as they deem advisable to recover any damages to which event Seller shallthey may be entitled; provided, however, that except as limited expressly set forth in Section 9.1(b13.2(b) hereofbelow, deliver any and all proceeds resulting from such eminent domain, condemnation, compulsory acquisition or similar proceeding shall belong solely to Purchaser Owner at the Closing time of award, excepting any proceeds actually received portion of an award made expressly to Manager for loss of (A) any personal property owned by Seller attributable to the Property from such condemnation, eminent domain proceeding Manager or deed in lieu thereof relocation costs and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price(B) lost Management Fees. (b) For In the purpose event a portion of this Section 9.1(a), a "substantial portion" of the Managed Property shall be deemed taken by the events described in Section 13.2(a) or the entire Managed Property is affected but on a temporary basis, and the result is not to make it infeasible, in the reasonable opinion of Owner, to continue to operate the Managed Property for the purposes and in accordance with the Operating Standards contemplated herein, this Agreement shall not terminate with respect to such Managed Property and Owner may elect to repair any damage to the Managed Property or to alter or modify the Managed Property and so much of any award for any such partial taking or condemnation as shall be necessary to render the Managed Property a complete architectural unit which can be operated as a hotel and casino of substantially the same type and class as before shall be used for such purpose (xand the balance of such award, if any, shall be paid to Owner). If Owner elects not to repair any damage to the Managed Property or to alter or modify the Managed Property, or Owner cannot, despite the exercise of diligent efforts to do so, substantially complete restoration within a timeframe that the Parties mutually agreed upon (in good faith) at the time of such taking, then Manager shall have the right to terminate this Agreement with respect to such Managed Property (or portion thereof) upon written notice to Owner whereupon this Agreement shall terminate with respect to such Managed Property (or portion thereof) upon the date that Owner shall be required to surrender possession of the applicable Managed Property (or portion thereof) to the condemning authority, and neither Party shall have any further obligation to the other Party with respect to the applicable Managed Property (or portion thereof) surrendered. Notwithstanding the foregoing, if Owner, by reason of a Force Majeure event (other than the condemnation), shall be unable to commence or substantially complete the repairs or restoration thereof, the time during which Owner shall be able to commence or substantially complete the repairs or restoration shall be extended (on a day-by-day basis) by the number of days of delay caused by such Force Majeure event. (c) If any Managed Property is taken by the power of eminent domain, Owner and Manager shall each have the right, subject to applicable Legal Requirements, to initiate separate claims for any award and to cooperate with the other to enable the other to pursue any available administrative proceedings as they deem advisable to recover any damages to which they may be entitled; provided, however, that except as expressly set forth in Section 13.2(b) any and all awards and/or proceeds resulting from such eminent domain, condemnation, compulsory acquisition or similar proceeding shall belong solely to Owner at the time of award, excepting any portion of an award made expressly to Manager for loss of any personal property owned by Manager or relocation costs. (d) Subject to Section 13.2(a), in the event all or any portion of the ImprovementsCasino at a Managed Property shall be taken in any eminent domain, (y) condemnation, compulsory acquisition, or similar proceeding by any competent authority for any public or quasi-public use or purpose, or in the event a portion of the Property that restricts or reduces Casino shall be so taken, Owner shall restore the existing access to the Property, or (z) any remaining portion of the parking lot that reduces Casino and Manager shall continue to operate the existing aggregate parking spaces by more than five percent Casino within the Operating Standards contemplated herein (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything as adjusted to the contrary contained extent necessary to reflect any changes to the operations of the applicable Casino caused by such taking and restoration); provided, that such restoration and operation is reasonably feasible within the opinion of Owner or Manager. (e) Actions as to condemnation as set forth in this Section 9.1(a13.2 shall be taken only in a manner that is consistent with the terms and conditions of the Loan Documents and in the event of any conflict between those terms and conditions and the provisions of this Agreement, the Parties hereby acknowledge and agree that the Loan Documents shall control to the extent that such Loan Documents do not materially increase the obligations of Manager and/or materially decrease the rights and remedies available to Manager under this Agreement. For avoidance of doubt, no Termination Fee (or partial Termination Fee), if Purchaser has not timely elected penalty, fee or other consideration shall be owed to terminate one Party by the other upon a termination of this Agreement by either Party with respect to any Managed Property(ies) pursuant to and in accordance with this Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing13.2.

Condemnation. If, at any time before completion of the Closing, a taking or condemnation (or proceeding in lieu thereof) is commenced or threatened in writing: (i) of all or substantially all of the Property; or (ii) of less than all or substantially all of the Property that: (1) results in the Tenant having the right to terminate its Lease or ▇▇▇▇▇ or offset rent under the Lease; (2) causes the Property to fail to comply with Legal Requirements; (3) materially impairs access to or egress from the Property; (4) causes the loss of any parking that benefits the Property; or (5) otherwise, in Purchaser’s reasonable business judgment, results in a loss of value in excess of $ [insert 2% of the Purchase Price] (any of the foregoing, a “Material Taking”), Purchaser may, at Purchaser’s sole option, elect either to: (a) terminate this Agreement and receive back the Deposit; or (b) purchase the Membership Interests subject to and in accordance with this Agreement. In the event of condemnation or taking that all or any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereofdoes not constitute a Material Taking, or if there is a Material Taking but Purchaser elects to proceed under Section 6.4(b), (1) Purchaser shall purchase the Membership Interests in accordance with the terms hereof (without reduction in the Purchase Price), (2) Seller shall assign or cause the Company to assign to Purchaser at Closing all condemnation proceeds and rental interruption insurance paid or payable to the Company as a result of such condemnation, (3) Purchaser shall have the right to be present with Seller at any condemnation proceeding is commenced for all hearings or negotiations with respect thereto, and (4) Seller shall not settle or compromise any substantial portion of the Property, such matter without Purchaser’s prior written consent. Purchaser shall be deemed to Closing, Purchaser may elect have elected to terminate this Contract by Agreement under Section 6.4(a) unless, within fifteen (15) Business Days from written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceedingPurchaser provides Seller with written notice that Purchaser elects to proceed pursuant to Section 6.4(b). If the Closing Date would otherwise occur sooner, and in it shall automatically be extended to the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned date that is twenty (20) Business Days after written notice to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingMaterial Taking.

Condemnation. (a) In the event that all or If, prior to Closing, any substantial material portion of the Property is condemned or taken by under the power of eminent domain (or conveyed by deed in lieu thereofis the subject of a pending taking that has not yet been consummated), or if any condemnation proceeding is commenced for all or any substantial portion of then Seller shall so notify Buyer and Buyer shall have the Property, prior right either to Closing, Purchaser may elect to (i) terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of Contract, in which event the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser the Buyer in accordance with Paragraph 2.C. of this Contract, and thereafter neither party shall have any further rights, duties, or obligations liability hereunder except for provisions of this Contract those obligations which expressly specifically survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid such termination, or the taking is not substantial, then both parties shall (ii) proceed to close the transaction contemplated herein pursuant to the terms hereofClosing hereunder, in which event case Seller shallshall pay over or assign, except as limited in Section 9.1(b) hereofapplicable, deliver to Purchaser at the Closing any all awards and proceeds actually received by Seller attributable of such condemnation or taking with respect to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceedsProperty, and there shall be no reduction in adjustment of the Purchase Price. (b) For the purpose of this Section 9.1(a). If, prior to Closing hereunder, less than a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any material portion of the Property is condemned or taken under the power of eminent domain (or is the subject of a pending taking that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(ahas not yet been consummated), if Purchaser has not timely elected then Buyer and Seller shall proceed to terminate in accordance Closing hereunder and all proceeds received by Seller with Section 9.1(a)respect to such condemnation will be credited against the Purchase Price (or applicable portion thereof) at Closing and Seller shall assign shall assign, transfer, and if the proceeds payable set over to Buyer at Closing all of Seller's rights, title and interest in such condemnation proceeding with respect to the Property as a result and any awards that may be made with respect thereto. As used in this Section 13, "material portion of condemnation exceed the Purchase Price for the Property, " shall apply to a condemnation or taking resulting in the portion loss of such proceeds in excess more than ten percent (10%) of the Purchase Price shall be paid to Seller (in addition to area of the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingProperty.

Condemnation. (a) In the event that all or any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the PropertyIf, prior to Closing, any governmental authority or other entity having condemnation authority shall institute an eminent domain proceeding or take any steps preliminary thereto (including the giving of any direct or indirect notice of intent to institute such proceedings) with regard to the Real Property, Seller shall give prompt notice of same to Purchaser. If such proceedings are not dismissed on or before ten (10) days prior to Closing, Purchaser may elect shall be entitled, as its sole and exclusive remedy, to terminate this Contract by Agreement upon written notice thereof to Seller (a) within ten (10) days after following notice by Seller notifies to Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceedingor (b) on the Closing Date, whichever occurs first. In the event Purchaser does not terminate this Agreement pursuant to the preceding sentence, Purchaser shall be conclusively deemed to have elected to accept such condemnation and waives any right to terminate this Agreement as a result thereof Notwithstanding anything to the contrary herein, if any eminent domain proceeding is instituted (or notice of which shall be given) solely for the taking of any subsurface rights for utility easements or for any right-of-way easement, and the surface may, after such taking, be used in substantially the case same manner as though such rights had not been taken, Purchaser shall not be entitled to terminate this Agreement as to any part of such terminationthe Real Property, but any award resulting therefrom shall be assigned to Purchaser at Closing and shall be the exclusive property of Purchaser upon Closing. In the event Purchaser elects to terminate this Agreement under this Section 8.1, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser in accordance with Section 6.4 upon Seller's receipt of the Purchaser's Information and neither party to this Agreement shall thereafter have any further rights, duties, rights or obligations hereunder except for provisions of this Contract which expressly survive the termination of this ContractTermination Surviving Obligations. If Purchaser does not waives (or is deemed to have waived) the right to terminate this Contract Agreement as aforesaid or the taking is not substantiala result of such a condemnation, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from despite such condemnation, eminent domain proceeding or deed Seller and Purchaser shall close this Agreement in lieu thereof and assign its interest in and to accordance with the balance of any unpaid proceeds, and there shall be terms hereof with no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the Seller shall assign to Purchaser at Closing all of Seller's right, title and interest in and to all proceeds payable with respect resulting or to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingfrom said condemnation.

Condemnation. (a) In If prior to the event Closing, notice shall be received that all or any substantial portion of the Real Property is condemned or shall be taken by condemnation or eminent domain or conveyed by deed in lieu thereofdomain, or if any condemnation proceeding is commenced for all or any substantial portion of the Property, prior to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such terminationSale shall be automatically terminated, the ▇▇▇▇▇▇▇ Money Deposit Downpayment together with any interest thereon shall be returned to Purchaser and thereupon neither party shall have any further rights, duties, liability or obligations hereunder except for provisions of this Contract which expressly survive obligation to the termination of this Contractother. If prior to the Closing Date, notice shall be received that a portion, but less than all, of the Real Property shall be taken by condemnation or eminent domain, which shall have a material, adverse financial impact on the value or use of the Real Property then Purchaser does not may, at its option, terminate this Contract as aforesaid of Sale by sending written notice thereof within thirty (30) days of such notice of condemnation or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereofother taking, in which event Seller shall, except as limited in Section 9.1(b) the Downpayment and the interest thereon shall be returned to Purchaser and thereupon neither party shall have any further liability or obligations to the other. For purposes hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding a partial condemnation or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property other taking shall be deemed to be (x) any portion material only if same shall result in cancellation of leases and/or reductions in rents under leases in the Improvements, (y) any portion aggregate resulting in the loss of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders more of the Property aggregate rents currently provided for in violation the most recent rent roll for the Real Property. If this Contract of existing zoning requirements. Notwithstanding anything Sale is not terminated Purchaser shall (a) accept title to the contrary contained in Section 9.1(a), if Purchaser has not timely elected Real Property subject to terminate in accordance with Section 9.1(a)the condemnation or other taking, and if the proceeds payable with respect to the Property as a result of condemnation exceed (b) pay in full the Purchase Price for and on the Property, Closing Date the portion proceeds of the award or payment shall be assigned by Seller to Purchaser and monies theretofore payable to Seller in connection with such proceeds in excess of condemnation or other taking shall be paid over to Purchaser or allowed as a credit against the Purchase Price (unless previously used by Seller in connection with the repair of the Real Property in connection therewith). This Paragraph shall be paid to Seller (in addition govern to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingextent inconsistent with any applicable law.

Condemnation. (a) In If, prior to the event Closing, Seller receives notice that all or any substantial portion a Material Portion (as hereinafter defined) of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereofto be condemned, or if any condemnation proceeding Seller shall as soon as is commenced for all or any substantial portion of reasonably possible give Buyer notice thereof (a “Condemnation Notice”)and Buyer shall have the Property, prior to Closing, Purchaser may elect right to terminate this Contract by Agreement upon written notice thereof to Seller delivered within ten (10) days after Seller notifies Purchaser Buyer’s receipt of a Condemnation Notice (which notice must contain the amount of compensation offered for such condemnation). If Buyer so terminates this Agreement then this Agreement shall terminate, taking or deed in lieu or institution Buyer shall be entitled to a return of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party Seller and Buyer shall have any no further rights, duties, rights or obligations hereunder under this Agreement, except for those which by the provisions of this Contract which Agreement are expressly stated to survive the or arise at termination of this Contract. If Purchaser does Agreement; provided, however, that if Buyer elects not to terminate this Contract as aforesaid or Agreement the taking is not substantial, then both parties shall proceed to close the transaction purchase contemplated herein pursuant to shall be consummated, without reduction of the terms hereofPurchase Price, within the later of five (5) days after the expiration of such ten (10) day period or on the Agreed Closing Date (as defined in Section 9), in which event Buyer shall be entitled to all condemnation proceeds applicable to Seller’s interest in the Property. Seller shallshall assign, except as limited in Section 9.1(b) hereoftransfer and set over to Buyer all of Seller’s right, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof title and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of such condemnation proceeds necessary to give full effect to this Section 9.1(a)Section. As used herein, a "substantial portion" of the Property “Material Portion” shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than mean five percent (5%) or renders more of the Property in violation aggregate gross leasable area of existing zoning requirementsthe Buildings. Notwithstanding anything to In the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as event of a result condemnation involving less than a Material Portion of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price Buyer’s sole and exclusive remedy shall be paid to Seller (receive all condemnation proceeds applicable to Seller’s interest in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingProperty.

Condemnation. (a) In If, at any time prior to the event that Close of Escrow, legal proceedings under power of eminent domain are commenced with respect to all or any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the Real Property, prior then by delivery to Closing, Purchaser may elect to terminate this Contract by Seller of written notice thereof to Seller of election within ten (10) days Business Days after Seller notifies Purchaser receipt of written notice of such pending condemnation, Buyer may elect to either (i) terminate this Agreement, or (ii) elect to continue this Agreement in full force and effect, in which event, as of the condemnationClose of Escrow, taking Seller shall assign to Buyer, without representation or deed warranty by or recourse against Seller, all of Seller’s rights in lieu and to any resulting proceeds and/or claims due Seller (or institution previously paid to Seller) on account of such condemnation proceedingproceedings, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit Buyer shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable take title to the Property from subject to such condemnationcondemnation proceedings. If Buyer fails to deliver written notice to Seller of Buyer’s election within the time period specified in this Paragraph, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property Buyer shall be deemed to have elected alternative (ii) above. If Buyer properly delivers written notice to Seller within the time period specified in this Paragraph electing alternative (i) above, the Escrow shall be canceled, this Agreement shall be terminated and become null and void, all parties hereto shall be released from further performance of this Agreement (x) with the exception of those provisions or paragraphs which recite that they survive termination of this Agreement), and Escrow Holder shall return to Buyer all or any portion of the Improvements, (y) Deposit deposited with Escrow Holder and shall return to each party any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance and all documents which such party had deposited with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingit.

Condemnation. Unless and until the Closing is completed, the risk of loss to the Property from condemnation shall be borne by Seller. If, at any time before completion of the Closing, a taking or condemnation (or proceeding in lieu thereof) is commenced or threatened in writing: (i) of all or substantially all of the Property; or (ii) of less than all or substantially all of the Property that: (1) causes the Property to fail to comply with Legal Requirements; (2) materially impairs access to or egress from the Property or the parking at the Property; (3) causes the loss of any parking that is legally required for the operation of the Property; and/or (4) otherwise, in Purchaser’s reasonable business judgment, results in a loss of value in excess of $250,000.00 (any of the foregoing, a “Material Taking”), Purchaser may, at Purchaser’s sole option, elect either to: (a) terminate this Agreement and receive back the Deposit, in which event Purchaser and Seller shall have no further obligations or liabilities hereunder with respect to such Property other than Purchaser’s obligations under Section 5.1(b) and Section 5.3; or (b) purchase the Property subject to and in accordance with this Agreement. In the event of condemnation or taking that all or any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereofdoes not constitute a Material Taking, or if there is a Material Taking but Purchaser elects to proceed under Section 6.4(b), (1) Purchaser shall purchase the Property in accordance with the terms hereof (without reduction in the Purchase Price), (2) Seller shall assign to Purchaser at Closing all condemnation proceeds and rental interruption insurance paid or payable as a result of such condemnation applicable to the period from and after the Closing Date, (3) Purchaser shall have the right to be present with Seller at any condemnation proceeding is commenced for all hearings or negotiations with respect thereto, and (4) Seller shall not settle or compromise any substantial portion of such matter without Purchaser’s prior written consent. Purchaser shall be deemed to have elected to purchase the PropertyProperty under Section 6.4(b) unless, prior to Closing, Purchaser may elect to terminate this Contract by within fifteen (15) Business Days from written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceedingPurchaser provides Seller with written notice that Purchaser elects to terminate this Agreement pursuant to Section 6.4(a). If the Closing Date would otherwise occur sooner, and in it shall automatically be extended to the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned date that is twenty (20) Business Days after written notice to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingMaterial Taking.

Condemnation. (a) In If, prior to the event that Closing Date, all or any substantial "significant" portion (as hereinafter defined) of the Property any Shopping Center is condemned or taken by eminent domain or conveyed by deed in lieu thereofcondemnation (or is the subject of a pending taking which has not been consummated), or if any condemnation proceeding is commenced for all or any substantial portion the Sellers shall notify the Purchaser of such fact. If the Property, prior to Closing, Purchaser may does not elect to terminate this Contract Agreement as to the Shopping Center subject to the taking as provided in Section 14.1, or if an "insignificant" portion ("insignificant" is herein deemed to be any taking which is not "significant", as such term is herein defined) of any Shopping Center is taken by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the eminent domain or condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any the Seller which owns the Shopping Center which is the subject of the taking shall assign and turnover, and the Purchaser shall be entitled to receive and keep, all awards or other proceeds actually received for such taking by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance condemnation. A "significant" portion of any unpaid proceeds, and there shall be no reduction in the Purchase Price. a Shopping Center means (bi) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the ImprovementsBuildings, (yii) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any a portion of the parking lot that areas if the taking thereof reduces the existing aggregate remaining available number of parking spaces below the minimum number legally required, or the number required by more than five percent any Lease or any of the REAs, (5%iii) a driveway on the Land if such driveway is the predominant means of ingress thereto or renders egress therefrom, or (iv) a portion of any Shopping Center the Property loss of which could result in violation the right of existing zoning requirementstermination or an abatement of rent under any of the Leases or the REAs. Notwithstanding anything to If any such condemnation occurs following the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Propertydate hereof, the portion Purchaser shall have the right to participate in the negotiation of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closingany condemnation award. The foregoing provision provisions of this Section 13.2 shall survive the ClosingClosing to the extent necessary to permit the Purchaser to collect any awards or other proceeds to which the Purchaser has a right pursuant to this Section 13.2.

Condemnation. (a) In If, prior to the event that Closing, all or any substantial portion part of the Property of a Seller is condemned subjected to a bona fide threat of condemnation by a body having the power of eminent domain or is taken by eminent domain or conveyed by deed condemnation (or sale in lieu thereof), or if such Seller has received written notice that any condemnation action or proceeding with respect to the Property of such Seller is commenced for all contemplated by a body having the power of eminent domain (collectively, a “Taking”), such Seller shall give Purchaser immediate written notice of such Taking. In the event of any immaterial Taking with respect to the Property of such Seller or any substantial portion thereof, Sellers and Purchaser shall proceed to close under this Agreement. For purposes of this Agreement, the term “immaterial Taking” shall mean such instances of Taking of a Property: (i) which do not result in a taking of any portion of the building structure of the building occupied by tenants on such Property; (ii) which do not result in a decrease in the number of parking spaces at such Property (taking into account the number of additional parking spaces that can be provided within 180 days of such Taking); and (iii) which are not so extensive as to allow any Major Tenant to terminate its Lease or ▇▇▇▇▇ or reduce rent payable thereunder [unless business loss or rent insurance (subject to applicable deductibles) or condemnation award proceeds shall be available in the full amount of such abatement or reduction, prior to Closingand Purchaser shall receive a credit at Closing for such deductible amount] on account of such Taking. In the event of any material Taking of either Property or any portion thereof, Purchaser may may, at its option, by written notice to Sellers given within thirty (30) days after receipt of such notice from Sellers, elect to terminate this Contract by written notice thereof Agreement, or Purchaser may choose to Seller within ten (10) days after Seller notifies proceed to close. If Purchaser of the condemnationchooses to terminate this Agreement in accordance with this Section 7.2, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, then the ▇▇▇▇▇▇▇ Money Deposit shall be returned immediately to Purchaser by Escrow Agent and neither party shall have any further the rights, duties, or obligations obligations, and liabilities of the parties hereunder shall immediately terminate and be of no further force and effect, except for those provisions of this Contract Agreement which expressly by their express terms survive the termination of this ContractAgreement. For purposes of this Agreement “material Taking “ shall mean all instances of a Taking that are not immaterial, as defined herein. If Purchaser does not elect to, or has no right to, terminate this Contract as aforesaid Agreement in accordance herewith on account of a Taking, this Agreement shall remain in full force and effect and the sale of the Properties contemplated by this Agreement, less any interest taken by eminent domain or condemnation, or sale in lieu thereof, shall be effected with no further adjustment and without reduction of the taking is not substantialPurchase Price, then both parties and at the Closing, each applicable Seller shall proceed to close the transaction contemplated herein pursuant to the terms hereofassign, in which event Seller shalltransfer, except as limited in Section 9.1(b) hereof, deliver and set over to Purchaser at all of the Closing right, title, and interest of such Seller in and to any proceeds actually received by Seller attributable awards applicable to the Property from of such Seller that have been or that may thereafter be made for such taking. At such time as all or a part of either Property is subjected to a bona fide threat of condemnation and Purchaser shall not have elected to terminate this Agreement as provided in this Section 7.2, and provided that the Inspection Period has expired, (i) Purchaser shall thereafter be permitted to participate in the proceedings as if Purchaser were a party to the action, and (ii) Sellers shall not settle or agree to any award or payment pursuant to condemnation, eminent domain proceeding domain, or deed sale in lieu thereof and assign its interest without obtaining Purchaser’s prior written consent thereto in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Priceeach case. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

Condemnation. (a) In If proceedings in eminent domain are threatened or instituted with respect to the event that all Property or any substantial portion thereof, Seller shall notify Purchaser in writing of such fact promptly after obtaining knowledge thereof. If the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the Property, prior subject to Closinga Major Condemnation, Purchaser may elect to terminate this Contract may, at its option, by written notice thereof to Seller given within ten (10) days after Seller notifies Purchaser of such proceedings (and if necessary the condemnationClosing Date shall be automatically extended to give Purchaser the full ten-day period to make such election), taking or deed either: (i) terminate this Agreement, in lieu or institution of such condemnation proceeding, and in which case the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be promptly returned to Purchaser and neither party the parties hereto shall have any no further rightsrights or obligations, duties, or obligations hereunder except for provisions of this Contract which expressly other than those that by their terms survive the termination of this Contract. If Purchaser does not terminate Agreement, or (ii) proceed under this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereofAgreement, in which event Seller shall, except as limited in Section 9.1(b) hereofat the Closing, deliver assign to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnationits entire right, eminent domain proceeding or deed in lieu thereof title and assign its interest in and to the balance of any unpaid proceedscondemnation award, and there Purchaser shall be no reduction have the sole right after the Closing to negotiate and otherwise deal with the condemning authority in respect of such matter. If Purchaser does not give Seller written notice of its election within the Purchase Price. (b) For time required above, or if the purpose of this Section 9.1(a)condemnation is not a Major Condemnation, a "substantial portion" of the Property then Purchaser shall be deemed to be have elected option (xii) above. For purposes of this Agreement, “Major Condemnation” means any condemnation or eminent domain proceedings that occurs after the Effective Date that affects any portion of the Improvements, Property. Under no circumstances shall Purchaser elect option (yii) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), above if Purchaser has not timely elected is unable to terminate in accordance with Section 9.1(a), and if provide the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the Cash Equivalent Consideration portion of such proceeds in excess of the Purchase Price shall be paid to Seller (or complete the Project as defined in addition to the Purchase PriceSection 1(b) at the Closing. The foregoing provision shall survive the Closingabove.

Condemnation. (a) In the event that If, prior to Closing, all or any substantial portion of the Property is condemned or Properties are taken by eminent domain or conveyed a notice of any eminent domain proceedings with respect to the Properties by deed in lieu thereofa government entity other than the City of Millville, or if any condemnation proceeding is commenced for all subdivision thereto, or any substantial portion of part thereof is received by the PropertySeller, prior to Closing, Purchaser may elect to terminate this Contract by written then the Seller shall within five (5) Days thereafter give notice thereof to Seller within ten the Buyer and the Buyer shall have the option to (10a) days after Seller notifies Purchaser of complete the condemnationpurchase hereunder or (b) if such taking, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such terminationBuyer's sole and absolute discretion, adversely affects the ▇▇▇▇▇▇▇ Money Properties or its current economic viability, or the Buyer’s anticipated use, terminate this Agreement, in which event the Deposit shall be returned immediately refunded to Purchaser and neither party Buyer, the Parties shall have any no further rights, duties, rights or obligations hereunder except for provisions of this Contract obligations which expressly survive the termination of this ContractAgreement, and the Buyer will vacate the Properties and remove all equipment from the Properties within thirty (30) Days of the date of termination. The Buyer shall deliver written notice of its election to the Seller within ten (10) Days after the date upon which the Buyer receives written notice of such eminent domain proceedings. If Purchaser does this Agreement is not so terminated, (a) the Buyer’s right to terminate this Contract as aforesaid Agreement pursuant to this Section 10.2 shall be deemed irrevocably waived, (b) Buyer shall consummate the Transaction in accordance with this Agreement, and (c) Buyer shall be entitled to all awards or damages by reason of any exercise of the power of eminent domain or condemnation with respect to or for the taking is not substantialof the Properties or any portion thereof, then both parties shall less any amounts (a) actually and reasonably expended or incurred by Seller in negotiating and/or obtaining any condemnation award (including, without limitation, reasonable attorneys’ fees and expenses) and/or (b) actually and reasonably incurred or expended by or for the account of the Seller including, without limitation, the cost of any compliance with laws. If the Buyer, in accordance with this Section 10.2, elects to proceed to close with the transaction contemplated herein by this Agreement, (a) the Buyer’s right to terminate this Agreement pursuant to the terms hereof, in which event Seller shall, except as limited in this Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there 10.2 shall be no reduction in the Purchase Price. deemed irrevocably waived, (b) For the purpose of this Section 9.1(a), a "substantial portion" of Buyer shall consummate the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate transaction in accordance with Section 9.1(a)this Agreement, and if (c) any negotiation for, or agreement to, and all contests of any offers and awards relating to eminent domain proceedings shall be conducted with the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess joint approval and consent of the Purchase Price Seller and the Buyer. Nothing herein shall be paid construed to Seller (limit the Buyer’s ability to participate in addition to any condemnation proceedings so long as such participation does not reduce the Purchase Price) at amount of the Closing. The foregoing provision shall survive the ClosingSeller’s recovery permitted by law.

Condemnation. (a) In the event that all or any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the Property, If prior to Closing, ▇▇▇▇▇▇ learns of any actual or threatened taking in condemnation or by eminent domain, or if Seller consents to a sale or conveyance in lieu of a taking, of all or any portion of the Project (a “Taking”), Seller will notify Purchaser promptly after ▇▇▇▇▇▇ becomes aware of such occurrence. Any actual or formally threatened Taking of all or any material part of the Project between the Effective Date and the Closing Date will, at the election of either party, cause a termination of this Agreement. Seller or Purchaser, as the case may elect be, must exercise the election to terminate provided in this Contract Section 17.2 (or will be deemed to have waived it) by written notice thereof to the other party given within 15 days following Purchaser’s receipt of Seller’s notice given pursuant to this Section 17.2. Upon delivery of a termination notice, Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, will return an amount equal to the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser, and Purchaser and Seller will be relieved of any further obligations under this Agreement. If neither party shall have any further rights, duties, or terminates this Agreement: (a) Seller will be relieved of all obligations hereunder except for provisions of under this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant Agreement with respect to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at portion of the Closing any proceeds actually received by Seller attributable to Project that is the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to subject of the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. Taking; (b) For the purpose Seller will receive all proceeds of this Section 9.1(a), a "substantial portion" any Taking or settlement thereof; (c) Seller agrees not to make any adjustment or settlement of the Property shall be deemed Taking proceeding, to be (x) the extent that fee title to all or any portion of the ImprovementsLot is the subject of such Taking, without Purchaser’s consent, which will not be unreasonably withheld or delayed; and (yiv) any at Closing, Seller will assign to Purchaser Seller’s interest in the portion of the Property that restricts or reduces the existing access award attributable, if at all, to fee title to the Property, or (z) any portion of the parking lot Lot that reduces is the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess subject of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingTaking.

Condemnation. (a) In If, subsequent to the event that all Contract Date and on or before the Closing Date, any substantial proceeding which shall relate to the proposed taking of any material portion of the Real Property is condemned by condemnation or taken by eminent domain or conveyed by deed any action in lieu thereofthe nature of eminent domain, or if the taking or closing of any condemnation proceeding is commenced for all or any substantial portion right of access to the Real Property, prior to Closingis instituted or commenced, Purchaser may elect Buyer shall have the right and option to terminate this Contract Agreement by giving Seller written notice thereof to Seller such effect within ten fifteen (1015) days after Seller notifies Purchaser receipt of written notification of any such occurrence or occurrences. Failure to give such notice within such time shall be conclusive evidence that Buyer has waived the option to terminate by reason of the condemnation, taking occurrence or deed in lieu or institution occurrences of such condemnation proceeding, and in the case of such terminationwhich it has received notice, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant hereby and Buyer shall be credited with or be assigned all Seller's right to any proceeds therefrom. Seller agrees to furnish Buyer written notification with respect to any such proceedings within forty-eight (48) hours of Seller's receipt of any such notification or learning of the terms hereofinstitution of such proceedings. Should Buyer elect to so terminate this Agreement, in this Agreement shall be deemed null and void and neither party shall have any further rights and obligations hereunder (subject to Buyer's Indemnity which event Seller shall, except as limited shall survive closing for the period specified in Section 9.1(b) hereof, deliver to Purchaser at 5.2). If the Closing any proceeds actually received by Seller attributable Date is less than fifteen (15) days following the last day on which Buyer is entitled to elect to terminate this Agreement, then the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there closing shall be no reduction in the Purchase Price. (b) For the purpose delayed until Buyer makes such election. A taking of this Section 9.1(a), a "substantial portionmaterial" portion of the Real Property shall be deemed to be occur where such taking (xi) any portion results in the closing of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the PropertyReal Property without alternative access being provided, (ii) requires the relocation of any utility facility, or (ziii) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property would result in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds restoration costs in excess of the Purchase Price shall be paid to Seller One Hundred Thousand Dollars (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing$100,000.00).

Condemnation. (a) In the event that all or any portion of the Real Property shall be taken in condemnation or under the right of eminent domain prior to the Closing Date, Seller shall promptly notify Buyer thereof. A substantial portion of the Real Property is condemned shall be deemed taken if (a) the value of such portion, as reasonably determined by Seller, exceeds the Damage Threshold (defined in Section 8.2 below), (b) any Occupant generating five percent (5%) or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion more of the Property, prior to Closing, Purchaser may elect revenue at the Property (a “Major Occupant”) has a right to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking its Lease or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit rent due to such taking, (c) there is a material reduction in parking spaces at the Property, or (d) ingress and egress to the Property is materially impaired. If Seller notifies Buyer that a substantial portion of the Real Property has been taken, within one (1) business day after receipt of such notice, Buyer shall notify Seller and Escrow Agent, electing either to (w) to proceed with this transaction and Closing notwithstanding such condemnation or (x) to terminate this Agreement. If Buyer elects to proceed with this transaction, or if there is a taking in condemnation or eminent domain that does not affect a substantial portion of the Real Property, there shall be returned no reduction in the Purchase Price and Seller shall (y) deliver to Purchaser and neither party shall have any further rights, dutiesBuyer at the Closing, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantialsoon thereafter as available, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Real Property from such condemnation, condemnation or eminent domain proceeding and (z) assign to Buyer any and all rights Seller may have with respect to payments from, and recovery against, any party for damages or deed in lieu thereof and assign its interest in and compensation relating to the balance Real Property on account of such condemnation or eminent domain proceeding, including any unpaid rent abatement or other insurance proceeds, and there . Buyer’s failure to notify Seller within one (1) business day after receiving Seller’s notice of such taking shall be no reduction deemed an election to proceed under clause (a) in this Section 8.1. If Buyer elects (or is deemed to have elected) to proceed, Seller shall not compromise, settle or adjust any claims to such award without Buyer’s prior written consent. In the Purchase Price. event Buyer elects to terminate this Agreement pursuant to clause (b) For above, such termination shall have the purpose of this Section 9.1(a), same effect as a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access termination pursuant to the Property, or (z) any portion last sentence of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing3.1.2.3.

Condemnation. (a) In If no Loan Default shall have occurred and be continuing and the event that Letter of Credit is in effect and the Credit Obligor has not dishonored any draws thereunder and there has not been instituted insolvency proceedings with respect to the Credit Obligor, then all or Net Proceeds resulting from any substantial portion of the Property is condemned or taken taking by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the Property, prior to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten Project (10in whole or in part) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and shall be applied as provided in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase PriceCredit Obligor Mortgage. (b) For If no Loan Default shall have occurred and be continuing and the purpose Letter of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the PropertyCredit is not in effect, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable Credit Obligor has dishonored any draw thereunder or if there has been instituted insolvency proceedings with respect to the Property as a result Credit Obligor, then the following provisions shall apply in event of condemnation exceed any taking by eminent domain of the Purchase Price for Project (in whole or in part): (1) The Users shall continue to make the Property, the portion Loan Payments and will promptly give written notice of such proceeds in excess of condemnation to the Purchase Price Trustee and the Issuer. All Net Proceeds hereinabove referred to shall be paid to Seller the Trustee and applied in one or more of the following ways as shall be directed in writing by the Users: (i) To the restoration of the remaining improvements located on the Project to substantially the same condition in which they existed prior to the exercise of the power of eminent domain; (ii) To the acquisition, by construction or otherwise, of other lands or improvements suitable for the Users' operations at the Project, which land or improvements shall be deemed a part of the Project and available for use and occupancy by the Users without the payment of any Loan Payments other than that herein provided to the same extent as if such land or other improvements were specifically described herein, and which land or improvements shall be acquired by the Users subject to no liens or encumbrances. (2) Any balance of such Net Proceeds remaining after the application thereof as provided in subsection (b) of this Section shall be applied to the redemption of the Bonds in accordance with the terms thereof, or, if the Indenture Indebtedness is paid in full, shall be paid to the Users. (c) If a Loan Default has occurred and is continuing, and the Letter of Credit is not in effect or the Credit Obligor has dishonored any draw thereunder or there has been instituted insolvency proceedings with respect to the Credit Obligor then all Net Proceeds of condemnation awards resulting from condemnation of the Project (in addition whole or in part) shall be applied to the Purchase Price) at redemption of the Closing. The foregoing provision shall survive Bonds in accordance with the Closingterms thereof.

Condemnation. (a) In If, prior to the event that Closing Date, eminent domain proceedings are commenced against all or any substantial portion part of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the Subject Property, prior Seller shall immediately give notice to ClosingPurchaser of such fact and, Purchaser may elect at Purchaser’s option (to terminate this Contract by written notice thereof to Seller be exercised within ten fifteen (1015) days after Seller notifies Purchaser Seller’s notice), this Agreement shall terminate with respect to the Subject Property. In the event of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of any such termination, the ▇E▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and thereafter neither party will have further obligations under this Agreement (other than the Surviving Indemnity Obligations, which obligations shall have survive any further rightssuch termination), dutiesexcept that Purchaser shall, or obligations hereunder except for provisions at the request of this Contract which expressly survive the Seller, execute any document reasonably requested by Seller to evidence such termination of this Contractincluding, without limitation, a quit claim deed. If Purchaser does not fails to elect to terminate this Contract as aforesaid or Agreement in the taking is not substantialmanner provided in this Section 12, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For , and Seller shall assign to Purchaser at the purpose Closing Date all of this Section 9.1(a)Seller’s right, a "substantial portion" of the Property shall be deemed title and interest in and to any award made or to be (x) any portion of made in the Improvements, (y) any portion of the Property that restricts or reduces the existing access condemnation proceedings. Prior to the PropertyClosing Date, Seller shall not designate counsel, appear in, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable otherwise act with respect to the Property condemnation proceedings without Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed; provided, however, that if any action is necessary with respect to such proceeding to avoid any forfeiture or material prejudice, Seller shall be entitled to take such action as a result and to the extent necessary without obtaining Purchaser’s prior written consent. For purposes of condemnation exceed this Section, the Purchase Price for the Property, words “substantial part” means that the portion of such proceeds in excess the Subject Property to be so taken gives rise to the ability of the Purchase Price shall be paid to Seller Tenant(s) leasing at least fifty percent (50%) of the rentable square feet in the Subject Property (in addition the aggregate) to terminate such Tenants’ Lease(s) pursuant to the Purchase Priceterms and conditions of such Lease(s) at the Closing. The foregoing provision shall survive the Closingand such Tenant(s) actually terminate such Lease(s).

Condemnation. (a) In the event that all or any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereofaccess thereto shall be taken, or if any condemnation proceeding is commenced for all or any substantial portion of the Propertyin either case threatened, prior to Closingthe closing, Purchaser may elect and the taking renders the Property remaining unsuitable for the Buyer's anticipated use of the Property and Buyer notifies Seller in writing that it wishes to terminate this Contract by written notice thereof to Seller Purchase Agreement within ten thirty (1030) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution written notice to Buyer of such condemnation proceedingaction, and in the case of such terminationthen this Purchase Agreement shall terminate, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party to this Agreement shall have any further rights, duties, or obligations hereunder liability to the other (except for provisions Buyer's indemnity in Sections IV(a) and V(A) hereof) and Buyer shall be entitled to a partial refund of the Deposit as described in Section III(b) hereof. If the Purchase Agreement is not terminated pursuant to the preceding sentence, the Purchase Price of the Property shall not be affected, it being agreed that if the award is paid prior to the closing of this Contract which expressly survive transaction, such amount, insofar as it pertains to the termination Property, shall be held in escrow and delivered to Buyer at the time of closing; and if the award has not been paid prior to the closing of this Contracttransaction, then at the closing Seller shall assign to Buyer all of its right, title and interest with respect to such award and shall further execute any other instrument requested by Buyer to assure that such award is paid to Buyer. If Purchaser Buyer fails to timely close the transaction and this agreement is terminated by Seller, any escrowed condemnation proceeds will be paid to Seller. If Buyer does not terminate this Contract as aforesaid or Purchase Agreement, it shall have the taking is not substantial, then both parties right to contest the condemnation and/or the award resulting therefrom but such right shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event terminate if Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the terminates this Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property Agreement as a result of condemnation exceed the Buyer's default hereunder. If this Purchase Price for the PropertyAgreement is not terminated, the portion of parties shall cooperate in defending any such proceeds in excess taking and/or maximizing the amount of the Purchase Price shall be paid to Seller (in addition award. Neither party will take any action relating to the Purchase Price) at taking, without the Closing. The foregoing provision shall survive the Closingother party's written consent prior to closing.

Condemnation. (a) In the event that If all or any substantial portion Significant Portion (as defined in SECTION 9.1(B)) of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion Significant Portion of the Property, prior to Closing, then Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten fifteen (1015) days after Seller notifies Purchaser receives notification of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit proceeding (which notice Seller shall be returned deliver to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions within ten (10) days of this Contract which expressly survive the termination of this ContractSeller's receipt thereof). If Purchaser does not terminate this Contract as aforesaid or the taking is not substantialpursuant to this SECTION 9.1(A), then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(bSECTION 9.1(B) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof (except for proceeds previously used to restore or repair the Property ) and assign its interest in and to the balance of any unpaid such proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose purposes of this Section 9.1(aSECTION 9.1(A), a "substantial portionSignificant Portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts with either a fair market value or reduces the existing access replacement cost in an amount equal to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more greater than five percent (5%) or renders the Property in violation of existing zoning requirements$300,000. Notwithstanding anything to the contrary contained in Section 9.1(aSECTION 9.1(A), if Purchaser has not timely elected to terminate in accordance with Section 9.1(aSECTION 9.1(A), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, then the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) Purchaser at the Closing. The foregoing provision shall survive the Closing and the termination of this Contract forever. If Seller retains any proceeds paid prior to Closing, then such amount shall be credited to Purchaser at Closing. (c) If less than a Significant Portion of the Property is condemned, taken by eminent domain, conveyed by deed in lieu thereof or is the subject of a condemnation proceeding, then neither party shall have the right to terminate this Contract pursuant to this SECTION 9.1, but Seller shall deliver to Purchaser at Closing any proceeds actually received by Seller attributable to the Property from such condemnation or eminent domain proceeding or deed in lieu thereof, and assign its interest in and to such proceeds to Purchaser, and there shall be no reduction of the Purchase Price.

Condemnation. (a) In the event that all any Person, public or any substantial portion private, shall by virtue of the Property is condemned or taken by eminent domain or conveyed condemnation proceedings, or by deed purchase in lieu thereof, or if at any time during the term of this Ground Lease acquire title to the Premises: (a) For as long as the Lease Agreement has not been terminated, the Net Proceeds resulting from the condemnation proceeding is commenced for all or of any substantial portion of the Property, prior to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser Premises acquired with the proceeds of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit Certificates shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein applied pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase PriceLease Agreement. (b) For If the purpose of this Section 9.1(a)Lease Agreement shall have been terminated, a "(i) if such Person acquires title to such substantial portion" portion thereof that the Corporation determines that it cannot economically make use of the Property residue for the lawful purposes intended by this Ground Lease, such acquisition of title shall terminate this Ground Lease, effective as of the date on which the condemning party takes possession thereof, and the Net Proceeds resulting therefrom shall be deemed applied first to be (x) any portion payment of the Improvementsamount secured by any Leasehold Mortgage then outstanding hereunder, (y) second, to payment of any portion of the Property that restricts or reduces the existing access outstanding Series 2010C Certificates and any Completion Certificates related to the PropertySeries 2010C Project and any Certificates issued to refund the foregoing, or (z) any portion of on a pro rata basis, and, third, the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a)balance, if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price any shall be paid to Seller the Board and the Corporation, as their respective interests may appear; and (ii) if such Person acquires title to a portion of the Premises only, and the Corporation determines that it can economically make beneficial use of the residue thereof for the lawful purposes intended by this Ground Lease, then this Ground Lease shall continue in addition full force and effect and the Net Proceeds resulting therefrom shall be paid to the Purchase PriceBoard and the Corporation, as their respective interests appear. (c) at It is understood that the Closing. The foregoing provision provisions of this Section 18 shall survive not in any way restrict the Closingright of the Board or the Corporation to appeal the award made by any court or other public agency in any condemnation proceeding.

Condemnation. (a) In If, during the event that all or any substantial portion term of this Sublease, the entire Condominium shall be taken as a result of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion exercise of the Propertyright of eminent domain, prior to Closing, Purchaser Home Owner may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser Sublease as of the condemnation, taking or deed in lieu or institution date of such condemnation proceedingtaking, and in the case rights of such terminationthe Association, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser The Regents and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest Home Owner in and to the balance of award upon any unpaid proceeds, and there such taking shall be no reduction determined in the Purchase Priceaccordance with Section 6.8(c), below. (b) For If the purpose Condominium shall be taken by the exercise of the right of eminent domain for governmental occupancy for a limited period of time, this Sublease shall not terminate, and Home Owner shall continue to perform and observe all obligations hereunder as though such taking had not occurred except to the extent that Home Owner may be prevented from so doing by reason of such taking. Home Owner shall in no event be excused from the payment of rent and all other sums and charges required to be paid under this Sublease. (c) If the Condominium shall be taken by exercise of the right of eminent domain, the total award in any such proceeding or for any such injury or reduction in value shall be determined as follows: (i) In the event of any taking that results in the termination of this Sublease in accordance with the provisions of this Section 9.1(a)6.8, a "substantial portion" then the Association, The Regents and, subject to the rights of the Property any Lender, Home Owner shall be deemed entitled to be prosecute claims in such condemnation proceedings for the value of their respective interests in the Condominium. (xii) In the event of any portion temporary taking that does not result in the termination of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate this Sublease in accordance with the provisions of this Section 9.1(a)6.8, and if the proceeds payable with respect then, subject to the Property rights of any Lender, Home Owner shall be entitled to prosecute claims in such condemnation proceedings for the value of Home Owner's interest affected by such taking. (d) As used in this Section 6.8, the phrase “taken as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess exercise of the Purchase Price right of eminent domain” shall mean a taking or damaging by eminent domain, or by inverse condemnation, or by deed or transfer in lieu thereof, for any public or quasi- public use under any statute or law. The taking shall, at the election of Home Owner, be considered to take place as of the earlier of (i) the date actual physical possession is taken by the condemner; or (ii) the date on which the right to compensation and damages accrues under the applicable law; or (iii) the date on which title vests in the condemner. (e) If any Lender acquires an interest under this Sublease by foreclosure or deed-in-lieu of foreclosure, then such Lender shall be paid to Seller (in addition entitled to the Purchase Price) at same rights and subject to the Closing. The foregoing provision shall survive the Closingsame requirements and restrictions as are applicable to Home Owner in this Section 6.8.

Condemnation. (a) In the event that all or any substantial significant portion of the Property real property or personal property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial significant portion of the Property, any real property or personal property prior to Closing, Purchaser either party may elect to terminate this Contract by written notice thereof to Seller the other party within ten (10) days after Seller notifies Purchaser such party is notified of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions . Upon termination of this Contract as provided in this Section 9.1(a), all rights, duties and obligations hereunder shall cease and be of no further force or effect (except with respect to the provisions hereof which expressly survive the termination of this Contract). If Purchaser does not terminate neither party terminates this Contract as aforesaid or the taking is not substantialaforesaid, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shallthe LLC shall have the rights set forth in the Lease (including, except as limited in Section 9.1(bwithout limitation, the rights, if any exist, of the landlord to receive condemnation proceeds with respect to such condemnation or taking) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) . For the purpose purposes of this Section 9.1(a), a "substantial “significant portion" ” of the Property real property or personal property shall be deemed to be (x) any portion of the Improvementsreal property or personal property which, if subject to a condemnation, eminent domain or similar proceeding, gives rise to the right of the Tenant under the Lease to terminate such Lease or the right of Lender to demand payment in full of the related Loan. (yb) any In the event that less than a significant portion of any real property or personal property is condemned, taken by eminent domain, conveyed by deed in lieu thereof or is the Property that restricts or reduces subject of a condemnation proceeding, neither party shall have the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected right to terminate in accordance this Contract and the Closing shall occur with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess no reduction of the Purchase Price Price, and any award or payment made therefor shall be paid to Seller (as provided in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingrelated Lease and Loan Documents.

Condemnation. SECTION 9.1 If the use, occupancy or title of the entire Premises shall be taken, requisitioned or sold in, by or on account of any actual or threatened eminent domain proceeding or other action by any person having the power of eminent domain (a) the "Condemnation"), then and in that event the term of this Sublease shall terminate upon Condemnation, and any award, compensation or damages shall be divided between Lessor and Lessee in accordance with their respective interests in and to the Premises. SECTION 9.2 In the event that all a portion (but less than all) of the Premises or any substantial interest therein, including but not limited to the right of free access to the Premises, shall be so taken, requisitioned or sold as to render the remaining portion of the Property is condemned or taken Premises, in the sole opinion of Lessee, unsuitable for Lessee's use, then the Lessee may, at its option, terminate this Sublease and the term hereof upon Condemnation, and any award shall be divided between Lessor and Lessee in the same manner and upon the same conditions as set forth in Section 9.1. Such option shall be exercised by eminent domain or conveyed Lessee by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial written notice to Lessor not less than thirty (30) days prior to the date on which possession of such portion of the Property, prior to Closing, Purchaser may Premises shall be taken. If Lessee shall not so elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser Sublease and the term hereof then, upon the payment of the condemnation, taking or deed in lieu or institution of any award arising from such condemnation proceeding, and in the case of such terminationCondemnation, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually amount received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (and held by Lessor and used in addition defraying the cost and expense of making repairs to and alterations of the improvements on the Premises for the purpose of restoring the same to an economic architectural unit to the Purchase Price) at extent that may have been made necessary by such Condemnation, and the Closing. The foregoing provision balance, if any, remaining shall survive the Closingbe paid to Lessor.

Condemnation. (a) In the event that all or any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the PropertyIf, prior to Closing, Purchaser may elect any governmental authority or other entity having condemnation authority shall institute an eminent domain proceeding or take any steps preliminary thereto (including the giving of any direct or indirect notice of intent to terminate this Contract by written notice thereof institute such proceedings) with regard to Seller within the Property, and the same is not dismissed on or before ten (10) days after prior to Closing, Purchaser, as its sole remedy, shall be entitled either to terminate this Agreement upon written notice to Seller notifies Purchaser or to waive such right of the condemnation, taking or deed in lieu or institution of termination and receive all such condemnation proceeding, and in proceeds. In the case event of such terminationa termination of this Agreement, the ▇▇▇▇▇▇▇ Money Deposit shall be returned refunded by the Title Company to Purchaser and neither party shall have any further rights, duties, rights or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirementshereunder. Notwithstanding anything to the contrary contained in Section 9.1(a)herein, any eminent domain proceedings instituted (or of which notice shall be given) solely for the taking of any subsurface rights for utility easements or for any right-of-way easement, if in Purchaser’s reasonable opinion the surface may, after such taking, be used in the same manner as though such rights had not been taken, shall not entitle Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect this Agreement as to the Property as a result any part of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price but any award resulting therefrom shall be paid to Seller (in addition to the Purchase Price) at the exclusive property of Purchaser upon Closing. The foregoing provision In the event Purchaser elects to terminate this Agreement under this Section 9.H, the Title Company shall survive forthwith return to Purchaser the Closing▇▇▇▇▇▇▇ Money and neither party to this Agreement shall thereafter have any further rights or obligations hereunder.

Condemnation. (a) In the event that all or any substantial portion of the Property is condemned Project shall be taken in condemnation or taken by under the right of eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the Property, prior to Closingthe Closing Date, Seller shall promptly notify Purchaser may elect to terminate this Contract by written notice thereof to Seller within thereof. Within ten (10) days Business Days after Seller notifies Purchaser receipt of the foregoing notice, Purchaser shall notify Seller, electing either: (a) to proceed with this transaction and Closing in accordance with this Agreement notwithstanding such condemnation; or (b) to terminate this Agreement, taking or deed in lieu or institution receive a refund of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, rights or obligations hereunder under this Agreement except for provisions of this Contract which those that expressly survive the termination of this Contracttermination. If Purchaser elects to proceed with this transaction pursuant to clause (a) above, or if there is a taking in condemnation or eminent domain that does not terminate this Contract as aforesaid or affect a substantial portion of the taking is not substantialProperty, then both parties there shall proceed to close be no reduction in the transaction contemplated herein pursuant to the terms hereof, in which event Sales Price and Seller shall, except as limited in Section 9.1(bshall (i) hereof, deliver to Purchaser at the Closing Closing, or as soon thereafter as available, any proceeds actually received by Seller attributable to the Property from such condemnation, condemnation or eminent domain proceeding or deed in lieu thereof proceeding, and (ii) transfer and assign its interest in to Purchaser any and all rights Seller may have with respect to payments by or from and with respect to recovery against any party for damages or compensation relating to the balance Property on account of any unpaid proceeds, and there such condemnation or eminent domain proceeding. A failure by Purchaser to notify Seller in writing within ten (10) Business Days after receiving written notice of such taking shall be no reduction deemed an election to proceed under clause (a) in the Purchase Price. this Section 15. If Purchaser elects (bor is deemed to elect) to proceed under clause (a) in this Section 15, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent. For the purpose purposes of this Section 9.1(a)provision, a "“substantial portion" ” of the Property Project shall be deemed to be include (xA) any taking of any portion of the Improvementsbuilding on the Land or the Land underlying the building, (yB) any portion taking which gives rise to a right on behalf of any tenant under a Tenant Lease to terminate its Tenant Lease or ▇▇▇▇▇ rent, (C) any taking which causes access to or parking on the Property that restricts or reduces the existing access to the Propertybe adversely affected, or (zD) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders taking which results in the Property in violation of existing violating any laws or failing to comply with zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a)or any covenants, if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for conditions or restrictions affecting the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

Condemnation. (a) In If, prior to the event that all or Closing Date, any substantial portion part of the Property Unit is condemned taken (other than a temporary taking), or taken if Seller shall receive an official notice from any governmental authority having eminent domain power over the Unit of its intention to take, by eminent domain or conveyed by deed proceeding, any part of the Unit (a “Taking”), Seller shall promptly notify Purchaser thereof. If the Taking will result in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of a material and adverse effect on the Property, prior to Closingthen Purchaser shall have the option, Purchaser may elect to terminate this Contract by written notice thereof to Seller exercisable within ten (10) business days after Seller notifies Purchaser receipt of notice of such Taking, time being of the condemnationessence, taking or deed in lieu or institution to terminate this Agreement by delivering written notice of such condemnation proceedingtermination to Seller, and in whereupon the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and this Agreement shall be deemed canceled and of no further force or effect, and neither party shall have any further rights, duties, rights or obligations hereunder liabilities against or to the other except for pursuant to the provisions of this Contract Agreement which are expressly provided to survive the termination of this Contracthereof. If a Taking shall occur and (i) the Taking will not result in a material and adverse effect on the Property, or (ii) the Taking will result in a material and adverse effect on the Property and Purchaser does shall not timely elect to terminate this Contract as aforesaid or Agreement pursuant to the taking is not substantialimmediately preceding sentence, then both parties Purchaser and Seller shall proceed to close consummate the transaction contemplated herein pursuant to under, and in accordance with, this Agreement, without any abatement of the terms hereofPurchase Price or any liability or obligation on the part of Seller by reason of such Taking; provided, in which event that Seller shall, except on the Closing Date, (i) assign and remit to Purchaser the net proceeds of any award or other proceeds of such Taking which may have been collected by Seller as limited a result of such Taking less the reasonable expenses (including reasonable attorneys’ fees and expenses) incurred by Seller in Section 9.1(bconnection with such Taking, or (ii) hereofif no award or other proceeds shall have been collected, deliver to Purchaser at an assignment of Seller’s right to any such award or other proceeds which may be payable to Seller as a result of such Taking and Purchaser shall reimburse Seller for the Closing any proceeds actually received reasonable expenses (including reasonable attorneys’ fees and expenses) incurred by Seller attributable to the Property from in connection with such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase PriceTaking. (b) For the purpose The provisions of this Section 9.1(a), a "substantial portion" 17 supersede any law applicable to the Unit governing the affect of the Property condemnation in contracts for real property. Any disputes under this Section 17 shall be deemed resolved by expedited arbitration before a single arbitrator acceptable to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property both Seller and Purchaser in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate their reasonable judgment in accordance with Section 9.1(a)the rules of the American Arbitration Association; provided, that if Seller and if Purchaser fail to agree on an arbitrator within five days after a dispute arises, then either party may request the proceeds payable with respect office of the American Arbitration Association located in New York, New York to designate an arbitrator. Such arbitrator shall be an independent architect or engineer having at least ten (10) years of experience in the Property as a result construction of condemnation exceed the Purchase Price for the Property, the portion comparable office buildings in New York City. The costs and expenses of such proceeds in excess of the Purchase Price arbitrator shall be paid to borne equally by Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingand Purchaser.

Condemnation. (a) In If the event that all Property or any substantial "material" portion of the Property thereof (as defined below) is taken or condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the Property, prior to Closingproceedings, Purchaser may elect to terminate this Contract may, at its option, by written notice thereof to Seller given within ten (10) days after Seller notifies Purchaser of such proceedings (and if necessary the condemnationClosing Date shall be automatically extended to give Purchaser the full ten-day period to make such election), taking or deed either: (a) terminate this Agreement, in lieu or institution of such condemnation proceeding, and in the which case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be immediately returned to Purchaser and neither party the parties hereto shall have any no further rightsrights or obligations, duties, or obligations hereunder except for provisions of this Contract which expressly other than those that by their terms survive the termination of this Contract. If Purchaser does not terminate Agreement, or (b) proceed under this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereofAgreement, in which event Seller shall, except as limited in Section 9.1(b) hereofat the Closing, deliver assign to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnationits entire right, eminent domain proceeding or deed in lieu thereof title and assign its interest in and to the balance of any unpaid proceedscondemnation award, and there Purchaser shall be no reduction have the sole right after the Closing to negotiate and otherwise deal with the condemning authority in respect of such matter. If Purchaser does not give Seller written notice of its election within the Purchase Price. (b) For the purpose of this Section 9.1(a)time required above, a "substantial portion" of the Property then Purchaser shall be deemed to be have elected option (xb) any portion of the Improvementsabove. As used in this Section 6.3, (y) "material" means any portion of the Property that restricts that, if taken or reduces condemned by eminent domain proceedings, would result in (i) the existing Property no longer being in material compliance with applicable laws and zoning codes, (ii) the Property not having access to a public right-of-way that existed immediately prior to such taking or condemnation, (iii) the Propertyloss of one or more residential apartment units, (iv) a permanent reduction in the number of parking spaces causing the Property to be in violation of applicable laws or zoning codes, or (zv) any portion of the parking lot a condemnation award that reduces the existing aggregate parking spaces by more than five percent (5%) is equal to or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller two percent (in addition to 2%) of the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

Condemnation. (a) In If, prior to the event that Closing Date, all or any substantial "significant" portion (as hereinafter defined) of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereofcondemnation (or is the subject of a pending taking which has not been consummated), or if any condemnation proceeding is commenced for all or any substantial portion Seller shall notify Purchaser of such fact and Purchaser shall have the Property, prior to Closing, Purchaser may elect option to terminate this Contract by written Agreement upon notice thereof to Seller within given not later than ten (10) days after Seller notifies Purchaser receipt of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such terminationSeller's notice. If this Agreement is so terminated, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this ContractSection 15(d) shall apply. If Purchaser does not elect to terminate this Contract as aforesaid Agreement, or the if an "insignificant" portion ("insignificant" is herein deemed to be any taking which is not substantial"significant", then both parties as such term is herein defined) of the Property is taken by eminent domain or condemnation, Purchaser shall proceed to close the transaction contemplated herein pursuant to the terms hereoftitle as provided in this Agreement and, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any Seller shall assign and turnover, and Purchaser shall be entitled to receive and keep, all awards or other proceeds actually received for such taking by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a condemnation. A "substantial portionsignificant" portion of the Property shall be deemed to be means (xi) any portion of the ImprovementsBuildings, (yii) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any a portion of the parking lot that areas if the taking thereof reduces the existing aggregate remaining available number of parking spaces by more than five percent below the minimum legally required or the number required under any Anchor Lease or Shopping Center Agreement, (5%iii) a legally required driveway on the Land which cannot be replaced with a new driveway so as to satisfy the necessary legal requirements, or renders (iv) any other driveway on such Land if such driveway is the Property in violation predominant means of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingingress thereto or egress therefrom.

Condemnation. (a) Each of Landlord and Tenant shall promptly give the other Party Notice of any actual or threatened (in writing) Condemnation of which it becomes aware, and, to the extent that the other Party has not otherwise received the same, shall promptly deliver to such other Party copies of any and all documents served on or received by it in connection with such Condemnation. (b) In the event that any Condemnation (other than a Temporary Condemnation) occurs with respect to (i) the entirety of any Demised Premises or (ii) any portion (but less than the entirety) of any Demised Premises or Property and such partial Condemnation results in (A) the Demised Premises becoming Unsuitable for its Intended Use or (B) a permanent and total loss of all or any substantial portion so much of the Property is condemned access to or taken by eminent domain from such Demised Premises or conveyed by deed in lieu thereofProperty, or if the parking therefor, so as to render the same inadequate for the operation of such Demised Premises on a commercially practicable basis (each, a “Major Condemnation”), then in either such case, at the option of Tenant, upon Notice to Landlord at any condemnation proceeding is commenced for all or any substantial portion of the Property, time prior to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution date of such condemnation proceedingMajor Condemnation, and in this Lease shall terminate solely with respect to such affected Demised Premises on the case effective date of such termination, Major Condemnation (the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price“Condemnation Termination Date”). (bc) For In the purpose of event that any Temporary Condemnation occurs with respect to any Demised Premises, this Section 9.1(a), a "substantial portion" of the Property Lease shall continue in full force and effect and Tenant shall be deemed entitled to be (x) any portion of receive the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirementsentire Net Award with respect thereto. Notwithstanding anything to the contrary contained herein, during the pendency of any such Temporary Condemnation, Tenant’s compliance with the terms of this Lease that relate to the affected Demised Premises shall be subject to the terms of any applicable Condemnation order or agreement with the applicable Governmental Authority and Tenant covenants that, following the date as of which any such Temporary Condemnation is no longer in Section 9.1(a)effect, if Purchaser has Tenant shall restore the applicable Demised Premises as nearly as may be reasonably possible to its condition, character and quality immediately prior to such Temporary Condemnation and otherwise in compliance with all applicable Property Requirements and the terms of this Lease, unless such period of temporary use or occupancy extends beyond the expiration of the Term, in which case Tenant shall not timely elected be required to make such restoration. (d) In the event of any Major Condemnation, on the applicable Condemnation Termination Date, (i) this Lease shall terminate in accordance with Section 9.1(a), and if the proceeds payable solely with respect to the Property as a result of condemnation exceed the Purchase Price for the Propertyaffected Demised Premises, the (ii) Tenant shall surrender to Landlord any portion of such proceeds Demised Premises that is not subject to such Condemnation in excess accordance with the applicable terms and conditions of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.this Lease,

Condemnation. (a) In the event that all a permanent or any substantial portion temporary condemnation, eminent domain or other taking proceeding (“Taking”) (including, but not limited to, a good faith offer to purchase in lieu of condemnation) shall be commenced prior to the Closing, which Taking, in the mutual commercially reasonable determination of Purchaser and Seller: (i) affects thirty percent (30%) or more of the useable square footage of either or both of the buildings (individually or in the aggregate) on the Property; (ii) may result in a diminution in the value of the Property is condemned of $10,000,000 or taken by eminent domain or conveyed by deed more (Seller agrees to provide Purchaser with access to the Property in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion order to make a determination of the Property, diminution in value); or (iii) gives rise to (x) a right of the Tenant (which right is not waived prior to Closing) to terminate either or both of the Leases or (y) a right of Lender (which right is not waived prior to Closing) to accelerate the Existing Loan as a result of such condemnation, then Purchaser may elect shall have the right, within fifteen (15) Business Days after receipt of Seller’s notice of the Taking, to terminate this Contract by written notice thereof Agreement, in which event, Seller shall immediately return Purchaser’s Deposit money (or cause the Escrow Agent to Seller within ten (10return the Deposit) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and at that time neither party shall have any further rights, duties, or obligations hereunder except for provisions of obligation to the other pursuant to this Contract which expressly Agreement. This provision shall survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase PriceAgreement. (b) For In the purpose of this Section 9.1(a), a "substantial portion" of event that the Property shall be deemed to be (x) any portion is the subject of the Improvementsa condemnation proceeding and this Agreement is not terminated by Purchaser, (y) any portion of the Property that restricts or reduces the existing access then to the Propertysame extent that Seller has the right to do so under the applicable Lease, or Purchaser shall have a right to participate in any such proceeding. At Closing (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has which shall not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property be delayed as a result of condemnation exceed the Purchase Price for commencement, prosecution or conclusion of such proceeding), Purchaser shall proceed to Closing and accept the Property in its then as-is condition and shall acquire, with the acquisition of the Property, Seller’s rights, if any, as set forth in the portion of applicable Leases, to the entire condemnation award paid or payable in connection with such proceeds proceeding. (c) Nothing in excess of the Purchase Price subsection 6.02(a) shall be paid construed or interpreted to limit or relieve Seller (in addition of its obligations under the DRE or the Declaration to make certain dedications or conveyances of land for the purposes of, and pursuant to the Purchase Price) at terms of, the ClosingDRE and the Declaration. The foregoing provision Any conveyance or dedication by Seller pursuant to the DRE or the Declaration shall survive the Closingnot be deemed a Taking; provided, however, that Seller consults with Purchaser prior to making any such conveyance or dedication.

Condemnation. (a) In If, prior to the event that Closing, all or any substantial portion part of the Property is condemned subject to a bona fide threat of condemnation by a body having the power of eminent domain or is taken by eminent domain or conveyed by deed condemnation (or sale in lieu thereof), or if Seller has received notice that any condemnation action or proceeding with respect to the Property is commenced for all contemplated by a body having the power of eminent domain, Seller shall give Purchaser immediate written notice of such threat or any substantial portion contemplated condemnation, if known by Seller, or of the Propertysuch taking or sale, prior to Closing, and Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies elect to cancel this Agreement. If Purchaser of the condemnationchooses to cancel this Agreement in accordance with this paragraph, taking or deed in lieu or institution of such condemnation proceedingthen this Agreement shall thereupon be deemed cancelled and null and void, no rights shall be deemed to have accrued to any parties hereunder, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations obligations, and liabilities of the parties hereunder except for provisions shall immediately terminate and be of this Contract which expressly survive the termination of this Contractno further force and effect. If Purchaser does not terminate elect to cancel this Contract as aforesaid Agreement in accordance herewith, this Agreement shall remain in full force and effect and the sale contemplated by this Agreement, less any interest taken by eminent domain or cond emnation, or sale in lieu thereof, shall be effected with no further adjustment and without reduction of the taking is not substantialPurchase Price, then both parties and at the Closing, Seller shall proceed to close the transaction contemplated herein pursuant to the terms hereofassign, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver transfer and sell to Purchaser at all of the Closing any proceeds actually received by right, title, and interest of Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall awards that have been made or that may thereafter be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" made for such taking. At such time as all or part of the Property is subject to a bona fide threat of condemnation and Purchaser shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely have elected to terminate this Agreement as hereinabove provided, Purchaser shall be permitted to participate in accordance with Section 9.1(a), and the proceedings as if the proceeds payable with respect Purchaser were a party to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingaction.

Condemnation. (aA) In If all of the event that Premises is taken through the exercise of the power of eminent domain, this Lease shall terminate on the date when possession of the Premises is required by the condemning authority. If only part of the Premises is taken, then (i) if the condemnation award is insufficient to restore the remaining portion of the Premises or if such award must be applied to repay any mortgages encumbering the Building, or (ii) if, in addition to a portion of the Premises, a portion of the Building or Property is taken and Landlord deems it commercially unreasonable to continue leasing all or any a portion of the remaining space in the Building, or (iii) if a substantial portion of the Property Premises is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the Property, prior to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceedingso taken, and it is commercially impossible for Tenant to continue its business within the Premises, then Landlord in the case of such termination(i) and (ii) above and Tenant in the case of (iii) above, shall have the ▇▇▇▇▇▇▇ Money Deposit right to terminate this Lease on the date when the condemned portion of the Premises, Building or Property is required to be delivered to the condemning authority, which right shall be returned exercisable by the exercising party so notifying the other party no later than thirty (30) days prior to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Pricedate. (bB) For If this Lease is not so terminated after a partial condemnation, then after the purpose of this Section 9.1(a), a "substantial portion" of date when the Property shall be deemed to be (x) any condemned portion of the ImprovementsPremises is delivered to the condemnor, (y) any portion the Base Rent shall be reduced in the proportion which the condemned area bears to the entire area of the Property that restricts or reduces Premises. (C) Tenant shall have the existing access right to claim against the condemnor only for removal and moving expenses and business dislocation damages which may be separately payable to tenants in general under Pennsylvania law, provided such payment does not reduce the award otherwise payable to Landlord. Subject to the Propertyforegoing, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable Tenant hereby waives all claims against Landlord with respect to a condemnation, and hereby assigns to Landlord all claims against the Property as a result condemnor including, without limitation, all claims for leasehold damages and diminution in the value of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingTenant's leasehold estate.

Condemnation. (a) In the event that all or any substantial portion The Borrower and each Guarantor shall, immediately upon learning of the Property is condemned institution of any proceeding for the condemnation or taken by eminent domain or conveyed by deed in lieu thereofother taking of any of its property, or if any condemnation proceeding is commenced for all or any substantial portion notify the Agent of the Property, prior to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution pendency of such condemnation proceeding, and agrees that the Agent may participate in any such proceeding, and the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned Borrower and each Guarantor from time to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant time will deliver to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver Agent all instruments reasonably requested by the Agent to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from permit such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Priceparticipation. (b) For The Agent is hereby authorized to collect the purpose proceeds of this Section 9.1(a)any condemnation claim or award directly, a "substantial portion" and to apply or remit them as follows: (i) With respect to condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Property shall be deemed Obligations in the order provided for in SECTION 4.5. (ii) With respect to be (x) any portion condemnation proceeds relating to Collateral consisting of Fixed Assets, after deducting from such proceeds the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a)reasonable expenses, if Purchaser has not timely elected to terminate any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, in accordance with Section 9.1(a)SECTION 4.5, or at the option of the Required Lenders, may permit or require the Borrower or the applicable Guarantor to use such money, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and if expeditious manner with materials and workmanship of substantially the same quality as existed before the condemnation; PROVIDED, HOWEVER, that so long as there does not then exist any Default or Event of Default, the Borrower or the applicable Guarantor shall be permitted to use condemnation proceeds payable relating to Collateral consisting of Fixed Assets (other than such proceeds of Fixed Assets that are obsolete or consist of discontinued facilities) in an aggregate amount not to exceed $15,000,000 with respect to any occurrence, to replace, repair, restore or rebuild the Property as a result of condemnation exceed relevant Fixed Assets, in the Purchase Price manner set forth in this sentence; and PROVIDED, FURTHER, that plans and specifications for any such repair or restoration shall be reasonably satisfactory to the Property, Agent and the portion of such proceeds in excess Required Lenders and shall be subject to the reasonable approval of the Purchase Price shall be paid to Seller (in addition to Agent and the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingRequired Lenders.

Condemnation. (a) In If, prior to the event that Closing Date, all or any substantial portion part of any of the Property Properties is condemned or taken by eminent domain condemnation or conveyed by deed a conveyance in lieu thereof, or if any the Applicable G▇▇▇ SLG Transferor or the applicable Owner receives notice of a condemnation proceeding is commenced with respect to any such Property, then the Applicable G▇▇▇ SLG Transferor shall promptly notify M▇▇▇-▇▇▇▇ of such condemnation or conveyance in lieu thereof. If the taking or threatened taking involves a material portion of such Property (hereinafter defined), M▇▇▇-▇▇▇▇ may elect, by written notice to be delivered to each of the G▇▇▇ SLG Transferors, on or before the sooner of (i) the twentieth (20th) day after M▇▇▇-▇▇▇▇’▇ receipt of such notice, or (ii) the Closing Date, to terminate this Agreement, in which event the Deposit together with any interest earned thereon shall be returned to M▇▇▇-▇▇▇▇, and the parties hereto shall have no further obligations hereunder (except for all obligations that are expressly intended to survive the termination of this Agreement). If M▇▇▇-▇▇▇▇ elects to close this transaction notwithstanding such taking or condemnation, the Owner or, in the case of the Waterview Property, the Thornall Property and the Challenger Property, M▇▇▇-▇▇▇▇, shall be entitled to any substantial award given to the applicable Owner as a result of such condemnation proceedings (subject to the terms of the Existing Fixed Rate Debt and Leases), with the same being retained by such Owner (or by the OP for the benefit of such Owner) (in the case of a Class A Property or a Class B Property) or M▇▇▇-▇▇▇▇ (in the case of the Waterview Property, the Thornall Property and the Challenger Property) at Closing. As used herein, a “material portion of the Property” means any part of the Property reasonably required for the operation of the Property substantially in the manner operated on the date hereof. If any taking or threatened taking does not involve a material portion of the Property, prior to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the M▇▇▇-▇▇▇▇ Money Deposit shall be returned required to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive proceed with the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereofClosing, in which event Seller shallthe Applicable G▇▇▇ SLG Transferor, except as limited in Section 9.1(b) hereof, deliver shall cause the applicable Owner to Purchaser retain at the Closing any proceeds actually received by Seller attributable award given to such Owner (or the Property from right to receive any such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (baward) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of such condemnation exceed proceedings (subject to the Purchase Price for the Property, the portion of such proceeds in excess terms of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingExisting Fixed Rate Debt and Leases).

Condemnation. (aA) In the event that If all or any substantial portion Significant Portion (as defined in SECTION 9.1(B)) of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion Significant Portion of the Property, prior to Closing, then Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit proceeding (which notice Seller shall be returned deliver to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions within ten (10) days of this Contract which expressly survive the termination of this ContractSeller's receipt thereof). If Purchaser does not terminate this Contract as aforesaid or the taking is not substantialpursuant to this SECTION 9.1(A), then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(bSECTION 9.1(B) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof (except for proceeds previously used to restore or repair the Property ) and assign its interest in and to the balance of any unpaid such proceeds, and there shall be no reduction in the Purchase Price. (bB) For the purpose purposes of this Section 9.1(aSECTION 9.1(A), a "substantial portionSignificant Portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts with either a fair market value or reduces the existing access replacement cost in an amount equal to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more greater than five percent (5%) or renders the Property in violation of existing zoning requirements$250,000. Notwithstanding anything to the contrary contained in Section 9.1(aSECTION 9.1(A), if Purchaser has not timely elected to terminate in accordance with Section 9.1(aSECTION 9.1(A), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, then the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) Purchaser at the Closing. The foregoing provision shall survive the ClosingClosing and the termination of this Contract forever. (C) If less than a Significant Portion of the Property is condemned, taken by eminent domain, conveyed by deed in lieu thereof or is the subject of a condemnation proceeding, then Purchaser shall not have the right to terminate this Contract, but Seller shall deliver to Purchaser at Closing any proceeds actually received by Seller attributable to the Property from such condemnation or eminent domain proceeding or deed in lieu thereof, and assign its interest in and to such proceeds to Purchaser, and there shall be no reduction of the Purchase Price.

Condemnation. (a) In If, between the event that all date hereof and the Closing, any condemnation or any substantial portion of the Property is condemned or taken by eminent domain proceedings are initiated which would result in a material taking, then either Seller or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the Property, prior to Closing, Purchaser may elect to terminate this Contract Agreement by giving written notice thereof of its election to Seller the other party within ten fifteen (1015) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution receiving notice of such condemnation proceeding, and in the case of such terminationprospective taking. If Seller or Purchaser shall so elect to terminate this Agreement, the ▇▇▇▇▇▇▇ Money Deposit shall be returned refunded to Purchaser and Purchaser, whereupon neither party hereto shall have any further rightsobligation to the other hereunder, duties, or obligations hereunder except for provisions of this Contract those obligations which expressly survive the termination of this ContractAgreement. If Purchaser does not neither party so elects to terminate this Contract as aforesaid or the taking is not substantialAgreement, then both the parties hereto shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to without reduction of or offset against the Property from Purchase Price and Purchaser shall have no other claim against Seller. In such condemnationevent, eminent domain proceeding or deed in lieu thereof all of Seller's right, title and assign its interest in and to the balance of any unpaid proceeds, and there condemnation proceeds paid or payable in connection therewith shall be no reduction in the Purchase Priceassigned to Purchaser. (b) If, between the date hereof and the Closing, any condemnation or eminent domain proceedings are initiated which would not result in a material taking, then neither Seller nor Purchaser may terminate this Agreement and the parties shall proceed to the Closing without reduction of or offset against the Purchase Price and Purchaser shall have no other claim against Seller. In such event, all of Seller's right, title and interest in and to any condemnation proceeds paid or payable in connection therewith shall be assigned to Purchaser. (c) For the purpose purposes of this Section 9.1(a)11.2, a "substantial portion" of the Property taking shall be deemed to be a material taking if it would result in the taking of in excess of (xi) any portion percent (10%) of the Improvements, (y) any portion rentable square footage of the Property that restricts or reduces the existing access to the Property, Building or (zii) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price parking spaces located on the Land. In no event shall be paid Seller have any obligation to Seller (in addition to repair or restore the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingPremises or any portion thereof by reason of any condemnation, whether material or otherwise.

Condemnation. (a) In If, prior to the event that Closing Date, all or any substantial portion part of the Property is condemned or taken by eminent domain condemnation or conveyed by deed a conveyance in lieu thereof, or if any Seller receives notice of a condemnation proceeding is commenced for all with respect to the Property, then Seller shall promptly notify Purchaser of such condemnation or any substantial conveyance in lieu thereof. If the taking or threatened taking involves a material portion of the Property, prior to ClosingProperty (hereinafter defined), Purchaser may elect elect, by written notice to be delivered to Seller on or before the sooner of (i) the tenth (10th) day after Purchaser’s receipt of such notice, or (ii) the Closing Date, to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnationAgreement, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, which event the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser Purchaser, and neither party the parties hereto shall have any no further rights, duties, or obligations hereunder (except for provisions of this Contract which obligations that are expressly intended to survive the termination of this ContractAgreement). If Purchaser elects to close this transaction notwithstanding such taking or condemnation, Purchaser shall be entitled to any award given to Seller as a result of such condemnation proceedings, with the same being paid or assigned to Purchaser at Closing. As used in this Section 13, a “material portion of the Property” means (a) any part of the Property reasonably required for the operation of the Property in the manner operated on the date hereof, (b) cause access to or parking on the Property to be materially and adversely affected for a period of more than 180 days, (c) inability to comply with applicable zoning, (d) entitles any tenant(s) whose aggregate square footage of leased and occupied premises exceeds 40,000 rsf to terminate the applicable Lease and such tenant(s) have not waived the right to so terminate, or (e) valued in excess of 5% of the Purchase Price (as determined by Seller and Purchaser in good faith). If any taking or threatened taking does not terminate this Contract as aforesaid or involve a material portion of the taking is not substantialProperty, then both parties Purchaser shall be required to proceed to close with the transaction contemplated herein pursuant to the terms hereofClosing, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver shall assign to Purchaser at any award given to Seller (or the Closing right to receive any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (baward) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of such condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingproceedings.

Condemnation. (a) In the event that all or any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the PropertyIf, prior to Closing, Purchaser may elect any governmental authority or other entity having condemnation authority shall institute an eminent domain proceeding or take any steps preliminary thereto (including the giving of any direct or indirect notice of intent to terminate this Contract by written notice thereof institute such proceedings) with regard to Seller within the Property, and the same is not dismissed on or before ten (10) days after prior to Closing, Purchaser shall be entitled either to terminate this Agreement upon written notice to Seller notifies Purchaser or to waive such right of the condemnation, taking or deed in lieu or institution of termination and receive all such condemnation proceeding, and in proceeds. In the case event of such terminationa termination of this Agreement, the ▇▇▇▇▇▇▇ Money Escrow Deposit shall be returned refunded by the Title Company to Purchaser and neither party Party shall have any further rights, duties, rights or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirementshereunder. Notwithstanding anything to the contrary contained herein, any eminent domain proceedings instituted (or of which notice shall be given) solely for the taking of any subsurface and/or aerial rights for utility easements or for any rightofway easement, if the surface may, after such taking, be used in Section 9.1(amaterially the same manner as though such rights had not been taken (and the taking does not give the tenants the right to terminate the Leases or ▇▇▇▇▇ rent), if shall not entitle Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect this Agreement as to the Property as a result any part of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price but any award resulting therefrom shall be paid to Seller (in addition to the Purchase Price) at the exclusive property of Purchaser upon Closing. The foregoing provision In the event Purchaser elects to terminate this Agreement under this Section 11, the Title Company shall survive forthwith return to Purchaser the ClosingEscrow Deposit and neither Party to this Agreement shall thereafter have any further rights or obligations hereunder.

Condemnation. (a) In If before the event that all or Closing any substantial portion of the Property is condemned or taken by condemnation or the exercise of any power of eminent domain or conveyed by deed in lieu thereofdomain, or if any formal notice of such a condemnation proceeding is commenced for all or any substantial portion issued to Seller, other than the transactions contemplated under Section 5.1.1 hereof, Seller shall promptly notify Buyer thereof; and if, in Buyer's reasonable determination, such a condemnation would adversely affect the development of the PropertyMall in any material respect, prior Buyer may, not later than the tenth (10th) day after receiving such notice, terminate this Agreement by giving Seller written notice thereof, in which event the Deposit shall be returned to Buyer and the parties hereto shall thereafter have no liability to each other hereunder, other than Buyer's liability, if any, accrued under the provisions of Sections 5.1.2 and 7.4, which shall survive such termination. If Seller gives such notice to Buyer and Buyer does not terminate this Agreement, (a) the Purchase Price shall not be reduced, but at the Closing Seller shall (i) pay to Buyer any award made for such condemnation which is received by Seller before the Closing, Purchaser and (ii) assign to Buyer all of Seller's right, title and interest in and to any award made for such condemnation after the Closing, and (b) Buyer may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser the Closing receive all of the condemnationproceeds of such condemnation and contest, taking in Seller's and/or Buyer's names, the validity of such condemnation and/or the amount of the proceeds offered or deed awarded therein, and (c) so long as this Agreement remains in lieu or institution of effect Buyer shall have the right to participate in any such condemnation proceeding, and in the case of Seller shall not enter into any agreement settling such terminationcondemnation proceeding without Buyer's prior written consent, the ▇▇▇▇▇▇▇ Money Deposit which shall not be returned to Purchaser and neither party shall have any further rights, duties, unreasonably withheld or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Pricedelayed. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

Condemnation. (a) In the event that (a) all or any substantial portion of the Property Asset is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation a Condemnation proceeding is commenced for all or any substantial portion of the PropertyAsset (a “Condemnation”), prior to Closing, and (b) either such Condemnation is not a Major Condemnation or Purchaser may elect has elected not to terminate this Contract by written notice thereof Agreement with respect to Seller within ten (10) days after Seller notifies Purchaser of the condemnationAsset due to such Major Condemnation, taking or deed this Agreement shall remain in lieu or institution of such condemnation proceeding, full force and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser effect and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties Parties shall proceed to close the transaction transactions contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, the Sellers shall deliver to Purchaser at the Closing any proceeds actually received by Seller the Sellers attributable to the Property Asset from such condemnationCondemnation (provided the Sellers shall not settle any such Condemnation without Purchaser’s prior written approval, eminent domain proceeding which approval shall not be unreasonably withheld, conditioned or deed in lieu thereof delayed) and assign its their interest in and to the balance of any unpaid proceedsproceeds thereof, and there shall be no reduction in the Purchase Price. (b) For . Prior to Closing, the purpose Sellers shall comply in all material respects with the terms of any Condemnation proceeding. As used in this Section 9.1(a)Agreement, a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable “Major Condemnation” with respect to the Property Asset shall mean the proceeds to be paid in connection with such Condemnation, including for loss of rentals or business attributable to the period of time after Closing, exceeds the lesser of (a) Five Million Dollars ($5,000,000), and (b) fifteen percent (15%) of the Purchase Price. Purchaser may elect to terminate this Agreement with respect to the Asset subject to Major Condemnation proceedings (but not any Other Asset) by giving written notice of its election to Sellers not more than ten (10) Business Days after Purchaser receives notice of such Condemnation; Purchaser’s failure to give written notice to Sellers within such ten (10) Business Day period shall constitute Purchaser’s election to proceed to Closing with respect to the Asset. If Purchaser timely elects to terminate this Agreement as a result of condemnation exceed a Major Condemnation as provided in this Section 12.1, the Purchase Price Title Company shall return the E▇▇▇▇▇▇ Money to Purchaser and neither Sellers nor Purchaser shall have any further rights or obligations under this Agreement except for the Property, the portion of such proceeds in excess obligations of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall Parties which expressly survive the Closingtermination of this Agreement, including Purchaser’s obligations under Section 5.3 of this Agreement.

Condemnation. (a) In If (i) the event that all or any substantial portion of the Property is condemned or Premises are taken by an entity with the power of eminent domain ("Condemning Authority") or if the Premises are conveyed to a Condemning Authority by deed in lieu thereofa negotiated sale, or if part of the Premises are so taken or conveyed such that any condemnation proceeding is commenced for all of the Improvements cannot be rebuilt in a manner permitting Lessee again to use the Premises without substantial interference or diminution in value of its business operations, or (ii) due to any such taking or conveyances, access to the Premises or any substantial portion part thereof by motor vehicles or trucks as operated by Lessee, its contractors, employees, patients and invitees in the course of Lessee's business as theretofore conducted, is substantially impaired or terminated; then in any such event, Lessee may terminate this Lease by giving Lessors written notice any time after the occurrence of any of the Property, foregoing and such termination shall be effective sixty (60) days prior to Closing, Purchaser may elect the date possession is scheduled to terminate this Contract be taken by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase PriceCondemning Authority. (b) For If part of the purpose of this Section 9.1(aPremises or any Building (other than the main Building comprising the Hospital), or a "substantial portion" part of any thereof, is so taken or conveyed without substantially interfering with the use of the Property Premises as a whole or substantially lessening the value of Lessee's business operations, this Lease shall not terminate, except to the extent hereinafter provided. In such event, Lessee shall have the option to terminate this Lease in respect to any Building which is subject to such taking or conveyance by notifying the Lessors prior to or within sixty (60) days after the date title is to be or has been transferred to the Condemning Authority, and Lessee shall be deemed entitled to all awards and payments made or to be made by the Condemning Authority to the Lessors, provided, however, if Lessee elects not to exercise such termination option, Lessors shall, subject to Section 10.2(c) below, apply such portions of any award or payment made to Lessors for such taking or conveyance as is necessary to pay the cost of rebuilding, repairing or restoring the Building or the Premises to a complete architectural unit suitable for Lessee's use and business as it was conducted prior to such taking or conveyance. (xc) any portion In the event this Lease is terminated in part pursuant to Section 10.2(b) above, Lessee shall be entitled to retain such percentage of the Improvementsaward or payment equal to a percentage determined by multiplying the number of years remaining in the Term or Extended Term, (y) any portion as the case may be, by 2.5, and Lessors shall receive the reminder of the Property that restricts award or reduces the existing access payment. (d) If this Lease is terminated pursuant to Section 10.2(a) above, Lessors and Lessee shall be released and discharged from all liabilities arising or accruing under this Lease subsequent to the Property, or (z) any portion effective date of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingtermination.

Condemnation. (a) In Each Borrower shall, immediately upon learning of the event that all institution of any proceeding for the condemnation or other taking of any substantial material portion of its property, notify the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion Agent of the Property, prior to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution pendency of such condemnation proceeding, and agrees that the Agent may participate in the case of any such terminationproceeding, the ▇▇▇▇▇▇▇ Money Deposit shall be returned and each Borrower from time to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant time will deliver to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver Agent all instruments reasonably requested by the Agent to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from permit such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Priceparticipation. (b) For The Agent is hereby authorized to collect the purpose proceeds of this Section 9.1(aany condemnation claim or award directly, and to apply or remit them as follows: (i) With respect to condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in SECTION 4.8. (ii) With respect to condemnation proceeds relating to Collateral consisting of Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Term Loans (applying such proceeds to the installments of the Term Loans in the inverse order of maturity), a "substantial portion" or at the option of the Property Required Lenders, may permit or require the Borrowers to use such money, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the condemnation; PROVIDED, HOWEVER, that so long as there does not then exist any Default or Event of Default, the Borrowers shall be deemed permitted to be (x) any portion use proceeds relating to Collateral consisting of the Improvements, (y) any portion of the Property that restricts or reduces the existing access Fixed Assets in an aggregate amount not to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable exceed $50,000 with respect to any occurrence or $250,000 during the Property as a result term of condemnation exceed this Agreement, to replace, repair, restore or rebuild the Purchase Price relevant Fixed Assets, in the manner set forth in this sentence; and PROVIDED, FURTHER, that plans and specifications for any such repair or restoration shall be reasonably satisfactory to the Property, Agent and the portion of such proceeds in excess Required Lenders and shall be subject to the reasonable approval of the Purchase Price shall be paid to Seller (in addition to Agent and the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingRequired Lenders.

Condemnation. (a) In the event that all or any substantial portion of the Real Property is condemned shall be taken in condemnation or taken by under the right of eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of after the Property, prior to Effective Date and before the Closing, Purchaser may elect to Buyer may, at its option either (a) terminate this Contract Agreement by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser and receive an immediate refund of the condemnationDeposit, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have together with any further rights, dutiesinterest earned thereon, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall (b) proceed to close the transaction contemplated herein pursuant to the terms hereof, hereof in which event Seller shallshall assign and turn over to Buyer, except as limited in Section 9.1(b) hereof, deliver and Buyer shall be entitled to Purchaser at receive and keep all awards for the Closing any proceeds actually received taking by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and which accrue to the balance of any unpaid proceeds, Seller and there shall be no reduction in the Purchase Price. (b) . For the purpose purposes of this Section 9.1(a)provision, a "“substantial portion" ” of the Real Property shall be deemed to be mean (xi) any material portion of the Improvements, Real Property is taken; (yii) the access to the Real Property or any available parking area therefore is materially reduced or restricted; (iii) any of the rentable square footage of the Improvements is taken; (iv) the amount of any condemnation award is estimated to exceed Two Million Dollars ($2,000,000); (v) condemnation results in the Real Property failing to comply in a material respect with any zoning or any covenants, conditions, or restrictions affecting the Real Property; or (vi) the condemnation entitles the Tenant to terminate the Lease. In the event that a portion of the Real Property that restricts or reduces the existing access to the Propertyless than a substantial portion is taken, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has Buyer elects not timely elected to terminate this Agreement, Buyer shall proceed to close the transaction contemplated herein and there shall be no reduction in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price and Seller shall assign and turn over to Buyer and Buyer shall be entitled to receive and keep all awards for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid taking by eminent domain which accrue to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingSeller.

Condemnation. (a) In a. If, prior to the event that all or Closing Date, any substantial portion part of the Property is condemned taken, or taken if Seller receives an official notice from any governmental authority having eminent domain power over the Property of such governmental authority's intention to take, by eminent domain or conveyed by deed in lieu proceeding, any part of the Property (a "Taking"), then Seller shall provide Purchaser reasonably prompt notice thereof, or if any condemnation proceeding is commenced for all or any substantial portion and Purchaser shall have the option, exercisable within ten (I0) Business Days after notice of the Propertysuch Taking, prior to Closing, Purchaser may elect to terminate this Contract Agreement by written delivering notice thereof to Seller within ten (10) days after Seller notifies Purchaser of Seller, whereupon the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser Purchaser, subject to the terms and conditions of Section 4 hereof, and this Agreement shall be deemed canceled and of no further force or effect, and neither party shall have any further rights, duties, rights or obligations hereunder liabilities against or to the other except for provisions of this Contract which expressly survive the termination of this ContractEffective Date Surviving Obligations. If a Taking occurs and Purchaser does not timely elect to terminate this Contract as aforesaid or the taking is not substantialAgreement, then both parties Purchaser and Seller shall proceed to close consummate this transaction in accordance with this Agreement, without any abatement of the transaction contemplated herein pursuant to Purchase Price or any liability or obligation on the terms hereofpart of Seller by reason of such Taking, in which event provided, however, that Seller shall, except on the Closing Date, (i) assign and remit to Purchaser, and Purchaser shall be entitled to receive and keep, the net proceeds of any award or other proceeds of such Taking which may have been collected by Seller as limited a result of such Taking less the reasonable expenses incurred by Seller in Section 9.1(bconnection with such Taking, or (ii) hereofif no award or other proceeds have been collected, deliver to Purchaser at the Closing an assignment in form reasonably satisfactory to Purchaser of Seller's right to any such award or other proceeds actually received by which may be payable to Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price such Taking and Purchaser shall reimburse Seller for the Property, the portion of reasonable expenses incurred by Seller in connection with such proceeds in excess of the Purchase Price shall be paid to Seller (in addition Taking. b. This Section 15 is an express agreement to the Purchase Price) at the Closing. contrary of Section 5-1311 of New York General Obligations Law. c. The foregoing provision provisions of this Section 15 shall survive the Closing.

Condemnation. (a) Promptly after notice of the commencement of any governmental proceedings for the condemnation of any part of the Property, Seller or Purchaser, as the case may be, shall notify the other of the pendency of such proceedings. In the event that all or of the condemnation of any substantial portion of the Property or the sale of any portion of the Property in lieu of condemnation prior to the Closing, this Agreement shall remain in full force and effect, and in such event Seller shall assign to Purchaser any and all claims for the proceeds of such condemnation or sale, and Purchaser shall take title to the remainder of the Property with the assignment of such proceeds and subject to such condemnation and without reduction in the Purchase Price; provided, however, that if fifty percent (50%) or more of the Land is condemned taken pursuant to such condemnation or taken by eminent domain or conveyed by deed conveyance in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion and (ii) the remainder of the PropertyProperty would no longer be reasonably suitable for Purchaser's purposes, prior to Closing, then Purchaser may elect to terminate this Contract Agreement by written notice thereof in writing to Seller within ten (10) business days after following the date on which Purchaser received notice from Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution otherwise became aware of such condemnation proceedingof the Property or conveyance in lieu thereof, and in which event the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party the parties shall have any no further rights, duties, rights or obligations hereunder except for provisions of as specifically provided in this Contract which expressly survive the termination of this ContractAgreement. If Purchaser does not elect to terminate within such ten (10) business day period, Purchaser shall be deemed to have waived all of its rights to terminate this Contract Agreement as aforesaid or the taking is not substantialprovided in this Section 11 and this Agreement shall remain in full force and effect, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing without any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For , but with any condemnation proceeds being assigned to Purchaser. In all events, Seller shall be solely entitled to any award attributed to the purpose severance of this Section 9.1(a), a "substantial portion" of any property adjoining the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces which is owned by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingSeller.

Condemnation. (a) In If, prior to the event that Closing, action is initiated to take all or any substantial portion of the self storage facilities comprising the Property is condemned or taken (herein, the "Condemnation Property"), by eminent domain proceedings or conveyed by deed in lieu thereofthereof and such action is "material," Purchaser, or if any condemnation proceeding is commenced for all or any substantial portion of the Property, prior to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser receipt of written notice thereof from Seller, may either (a) terminate this Agreement as to all of the condemnationProperty, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, which event the ▇▇▇▇▇▇▇ Money Deposit shall be returned refunded to Purchaser Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions that may be provided by Seller, and neither party shall have any further rights, dutiesright or obligation hereunder other than the Surviving Obligations, or obligations hereunder except for provisions (b) consummate the Closing with respect to all of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereofProperty, in which latter event Seller shallall of Seller's assignable right, except as limited title and interest in Section 9.1(b) hereof, deliver and to the award of the condemning authority shall be assigned to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) . For the purpose of this Section 9.1(a)purposes hereof, a "substantial portionmaterial" of the Property eminent domain action shall be deemed to be (x) mean such an action affecting all or any portion of the ImprovementsCondemnation Property which causes (i) a material reduction in the size of the Condemnation Property or a material interference with the use and operation of the Condemnation Property, (yii) a reduction in the number of parking spaces available at the Condemnation Property, (iii) an adverse effect on the ingress and egress to and from the Condemnation Property, or (iv) the taking of all or any portion of the Property that restricts or reduces Improvements located on the existing access to the Condemnation Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

Condemnation. (a) In the event that all or any substantial material portion of the any Subject Real Property is condemned or taken by eminent domain or conveyed becomes subject to a taking by eminent domain or a deed in lieu thereofof condemnation prior to the Closing Date, or if any condemnation proceeding is commenced for all or any substantial portion Seller shall promptly notify Buyer in writing of the Propertysame (the “Eminent Domain Notice”), prior and each of Seller and Buyer, at its option to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller be exercised in writing within ten (10) days after Seller notifies Purchaser receipt by Buyer of the condemnationEminent Domain Notice, may either, in its sole discretion, terminate this Agreement or proceed with the Closing as set forth herein and in such case, Buyer shall accept title to all of such Subject Real Property subject to such taking or deed in lieu or institution of such condemnation proceeding, together with an assignment of all of Seller’s rights and interest in and to any proceeds or compensation in connection with such taking or proceeding other than as provided herein and a credit against the case Closing Payment for any amounts previously paid to Seller as condemnation proceeds or compensation in connection therewith, other than as provided herein, less the amount of the aggregate proceeds reasonably required to compensate Seller for the loss of revenue for the pre-Closing period related to such terminationeminent domain or taking (but only to the extent Seller has not recovered or may not recover such amounts pursuant to business interruption insurance, which Seller must either pursue in good faith or assign to Buyer) which portion of the ▇▇▇▇▇▇▇ Money proceeds shall be retained by Seller or paid over to Seller, as applicable. If Seller or Buyer elects to terminate this Agreement by delivering a timely written notice thereof to the other Party within such 10-day period, then this Agreement shall terminate in accordance with Article VIII and the Deposit shall be returned to Purchaser Buyer; and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property otherwise Buyer shall be deemed to have elected to proceed with the Closing on the terms and subject to the conditions set forth in this Agreement. Seller’s Eminent Domain Notice shall be (x) deemed to amend and supplement the appropriate disclosure Schedules and cure any portion misrepresentation or breach of warranty or covenant that otherwise might have existed hereunder by reason of such matter disclosed in the Eminent Domain Notice for purposes of the Improvementsconditions to Closing set forth in Article VII or remedies under Article IX, (ysubject to Seller’s obligation to pay Buyer the amounts under this Section 6.22(c) any portion of and the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in termination rights under this Section 9.1(a6.22(c), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

Condemnation. Within seven (a7) business days after service on Seller of a suit for condemnation of any part of the Property by an appropriate governmental authority, Seller will notify Purchaser of the pendency of such proceedings. In the event that all or of the condemnation of any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if the sale of any condemnation proceeding is commenced for all or any substantial portion of the PropertyProperty in lieu of condemnation, prior this Agreement shall remain in full force and effect, and in such event Seller at the Closing shall assign to ClosingPurchaser any and all claims for the proceeds of such condemnation, and Purchaser shall take title to the remainder of the Property with the assignment of such proceeds and subject to such condemnation and without reduction in the Purchase Price; provided, however, that if such condemnation would result in the taking (but not the forced grant of an easement or right of way for municipal sewerage or utility lines) of at least fifteen percent (15%) of the Land on which Improvements are situated, then Purchaser may elect to terminate this Contract Agreement by written notice thereof in writing to Seller sent within ten (10) days after following notice in writing by Seller notifies to Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceedingof the Property, in which event the parties shall have no further rights or obligations hereunder (except those which expressly survive termination) and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this ContractPurchaser. If Purchaser does not elect to terminate this Contract as aforesaid or the taking is not substantialin writing within said ten (10) day period following such notice by Seller, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) have waived all rights to terminate pursuant to this Section and this Agreement shall remain in full force and effect. Purchaser shall perform its own due diligence to determine, to Purchaser's satisfaction, whether there is any portion of the Improvements, (y) any portion of the Property that restricts pending or reduces the existing access to threatened condemnation or eminent domain proceeding which would affect the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

Condemnation. (a) In the event that all or any substantial portion of a Material Taking of the Property is condemned or taken by Land during the period between the Effective Date and the Closing as a result of the exercise of the power of eminent domain or conveyed by deed in lieu thereofdomain, or if in the event that any condemnation type of proceeding for Material Taking is commenced for all during such period by any governmental body, then Seller shall immediately notify Purchaser in writing and Purchaser shall have the option to either (i) terminate this Agreement or any substantial portion (ii) proceed with the Closing, in which event (A) if the taking is consummated prior to the Closing, the Purchase Price shall be reduced by the amount of the Property, prior to Closing, Purchaser may elect to terminate this Contract award received by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser as a result of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or (B) if the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant consummated prior to the terms hereofClosing, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver shall assign to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnationall right, eminent domain proceeding or deed in lieu thereof title and assign its interest in and to the balance of any unpaid proceedscondemnation proceeds and awards, and there Purchaser shall have the sole and exclusive right to negotiate, contest and settle all proceedings related to such taking. Purchaser shall exercise its option under clause (i) or (ii) of this paragraph 17 by providing Seller with a written notice of its decision within ten business days after Purchaser receives from Seller written notice of the proposed taking, together with such additional information concerning the proposed taking as may be available to Seller and as Purchaser reasonably may request, and the Closing Date shall be no reduction extended, if necessary, to permit Purchaser to make such election within such time period. As used in this subparagraph, a Material Taking shall mean a taking of more than ten percent (10%) of the Purchase Price.Land; and (b) For In the purpose event of this Section 9.1(a), a "substantial portion" taking of the Property shall be deemed to be (x) any portion of Land during the Improvements, (y) any portion of period between the Property that restricts or reduces Effective Date and the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property Closing as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess exercise of the Purchase Price power of eminent domain which is not a Material Taking, then this Agreement shall be paid to Seller remain in full force and effect and the Closing shall proceed as provided in clause (in addition to the Purchase Priceii) at the Closing. The foregoing provision shall survive the Closingof subparagraph (a) above.

Condemnation. (a) In If the event that all Property or any substantial portion part of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereofreason of any Condemnation, or if any condemnation proceeding is commenced for all or any substantial portion of the Property, prior to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit Lender shall be returned entitled to Purchaser any Award. At its option, Lender shall be entitled to commence, appear in and neither party shall have prosecute in its own name any further rights, duties, action or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed to make any compromise or settlement in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Priceconnection with such Condemnation. (b) For Borrower and TRS Entity each assigns to Lender any and all Awards which it is entitled to receive. In the purpose event of this Section 9.1(a)any Condemnation, a "substantial portion" and provided (1) an Event of Default does not currently exist, and (2) Lender has determined that (i) there has not been an Impairment of the Property shall be deemed to be Security, and (xii) any portion the Restoration of the Improvements, (y) any portion of the Property that restricts or reduces the existing access has not been taken can be accomplished in full compliance with all Legal Requirements to the Propertysame condition, or (z) any portion of the parking lot character and general utility as nearly as possible to that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything prior to the contrary contained taking and at least equal in Section 9.1(a)value as that existing prior to the taking, if Purchaser has not timely elected then Borrower shall commence and diligently pursue to terminate completion the Restoration. In the event that the Net Proceeds exceed $1,000,000.00, Lender shall hold and disburse the related Net Proceeds to the Restoration in accordance with this Section 9.1(a)6.2. In the event that the Net Proceeds do not exceed $1,000,000.00, the Net Proceeds shall be disbursed to and if held by Borrower for the proceeds payable Restoration, provided that no Event of Default then exists and Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with respect due diligence the Restoration in accordance with the terms of this Agreement. (c) In the event the Net Proceeds are to be used for the Restoration, Borrower shall comply with Lender’s Requirements For Restoration as set forth in Section 6.2.3 below. Upon Borrower’s satisfaction and completion of the Requirements For Restoration and upon confirmation that there is no Event of Default then existing, Lender shall pay any remaining Restoration Funds (as defined in Section 6.2.3(a) below) then held by Lender to Borrower. (d) In the event that the conditions for Restoration set forth in this Section have not been met, Lender may, at its option, apply the Net Proceeds to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess reduction of the Purchase Price Debt in such order as Lender may determine and Lender may declare the entire Debt immediately due and payable. After payment in full of the Debt, any remaining Restoration Funds shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingBorrower.

Condemnation. (a) In If, between the event that all date hereof and the Closing, any condemnation or any substantial portion of the Property is condemned or taken by eminent domain proceedings are initiated which would result in a material taking, Seller shall notify Purchaser and then either Seller or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the Property, prior to Closing, Purchaser may elect to terminate this Contract Agreement by giving written notice thereof of its election to Seller the other party within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution receiving notice of such condemnation proceeding, and in the case of such terminationprospective taking. If Seller or Purchaser shall so elect to terminate this Agreement, the ▇▇▇▇▇▇▇ Money Deposit shall be returned refunded to Purchaser and Purchaser, whereupon neither party hereto shall have any further rightsobligation to the other hereunder, duties, or obligations hereunder except for provisions of this Contract those obligations which expressly survive the termination of this ContractAgreement. If Purchaser does not neither party so elects to terminate this Contract as aforesaid or the taking is not substantialAgreement, then both the parties hereto shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to without reduction of or offset against the Property from Purchase Price and Purchaser shall have no other claim against Seller. In such condemnationevent, eminent domain proceeding or deed in lieu thereof all of Seller’s right, title and assign its interest in and to the balance of any unpaid proceeds, and there condemnation proceeds paid or payable in connection therewith shall be no reduction in the Purchase Priceassigned to Purchaser. (b) If, between the date hereof and the Closing, any condemnation or eminent domain proceedings are initiated which would not result in a material taking, then neither Seller nor Purchaser may terminate this Agreement and the parties shall proceed to the Closing without reduction of or offset against the Purchase Price and Purchaser shall have no other claim against Seller. In such event, all of Seller’s right, title and interest in and to any condemnation proceeds paid or payable in connection therewith shall be assigned to Purchaser. (c) For the purpose purposes of this Section 9.1(a)11.2, a "substantial portion" of the Property taking shall be deemed to be (x) any portion material if it would result in the taking of the Improvements, (y) any portion in excess of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price rentable square footage of the Building or Property. In no event shall be paid Seller have any obligation to Seller (in addition to repair or restore the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.Premises or any portion thereof by reason of any condemnation, whether material or otherwise

Condemnation. (a) In If, prior to the event that Closing, all or any substantial portion part of the any Property is condemned or taken by eminent domain (or conveyed by deed in lieu thereofis the subject of a pending taking which has not yet been consummated), or if any condemnation proceeding is commenced for the Sellers shall promptly notify the Purchaser of such fact. If such taking affects all or any substantial material portion of such Property (including any access or parking), then the Property, prior to Closing, Purchaser may elect shall have the right to terminate this Contract Agreement in its entirety or with respect to such affected Property by written giving notice thereof to Seller within the Sellers not later than ten (10) days after Seller notifies the date on which the Purchaser of receives the condemnationSellers’ notice as aforesaid (and, taking or deed in lieu or institution if necessary, the Closing Date shall be extended until two (2) Business Days after the expiration of such condemnation proceedingten-day period). If the Purchaser elects to terminate this Agreement in its entirety as aforesaid, and in then the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser the Purchaser, and, upon the Purchaser’s receipt of the Deposit, this Agreement shall terminate and be of no further force and effect and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive liability to the termination of this Contractother hereunder. If the Purchaser does not elects to terminate this Contract Agreement only with respect to the affected Property as aforesaid or the taking is not substantialaforesaid, then both parties the Escrow Agent shall proceed to close retain the transaction contemplated herein pursuant entire Deposit (subject to the terms hereofof this Agreement), the Sellers and the Purchaser shall reasonably agree upon the portion of the Purchase Price allocated to the affected Property and this Agreement shall terminate with respect to the affected Property only and all other terms and conditions of this Agreement shall remain in which event Seller shallfull force and effect, except as limited in Section 9.1(b) hereof, deliver to Purchaser at that the Closing any proceeds actually received Purchase Price hereunder shall be reduced by Seller attributable the portion of the Purchase Price allocated to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), affected Property. If less than a "substantial portion" material portion of the Property shall be deemed affected by a taking or if the Purchaser shall not elect to be (x) any portion of terminate this Agreement as aforesaid, the Improvements, (y) any portion sale of the Property that restricts or reduces the existing access shall be consummated as herein provided without any adjustment to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the applicable Seller shall assign to the Purchaser at the Closing all of such Seller’s right, title and interest in and to all awards, if any, for the Propertytaking, and the portion of such proceeds in excess Purchaser shall be entitled to receive and keep all awards for the taking of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingProperty or portion thereof.

Condemnation. (a) In If, subsequent to the event that all date hereof and prior to the Closing Date, any proceeding - judicial, administrative or otherwise - which shall relate to the proposed taking of any substantial portion of the Property is condemned by condemnation or taken by eminent domain or conveyed by deed any action in lieu thereofthe nature of eminent domain, or if the taking or closing of any condemnation proceeding is commenced for all or any substantial portion right of access to the Property, prior to Closingis instituted or commenced, Purchaser may elect shall have the right and option to terminate this Contract Agreement by giving Seller written notice thereof to such effect within fifteen (15) days after actual receipt of written notification of any such occurrence or occurrences. Failure to give such notice within such time shall be conclusive evidence that Purchaser has waived the option to terminate by reason of the occurrence or occurrences of which it has received notice, and Purchaser shall be credited with or be assigned all Seller’s right to any proceeds therefrom. Seller agrees to furnish Purchaser written notification with respect to any such proceedings within three (3) business days of Seller’s receipt of any such notification or learning of the institution of such proceedings. Should Purchaser elect to so terminate this Agreement, the Deposit plus any interest thereon shall be returned forthwith to Purchaser, and thereupon the parties hereto shall be released from any and all further obligations hereunder. If the Closing Date is less than ten (10) days after Seller notifies following the last day on which Purchaser is entitled to elect to terminate this Agreement, then the closing shall be delayed until Purchaser makes such election. Notwithstanding the foregoing, if such proceeding by way of condemnation or eminent domain shall be “insubstantial” Purchaser shall not have the condemnation, right to terminate this Agreement but shall be credited with or be assigned all Seller’s right to any proceeds therefrom. An “insubstantial” proceeding shall be one which (i) does not relate to the taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance closing of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose right of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (zii) any portion affects only the perimeter of the parking lot that reduces the existing aggregate parking spaces by Property and does not involve more than five percent the equivalent of $250,000.00 in value, and (5%iii) or renders does not involve any relocation of utility facilities serving the Property in violation (provided this last condition shall be deemed deleted if Seller shall agree to pay any cost of existing zoning requirements. Notwithstanding anything to relocation of any of the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), same and if may use or apply such part or all of the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingcondemnation as it determines for such purpose).

Condemnation. (a) In the event that all or any substantial portion prior to the Closing, more than twenty-five percent (25%) of either Property (the Property “Threshold Taking Percentage”) is condemned or taken by a public or governmental authority pursuant to its powers of eminent domain or conveyed domain, the Ivanhoe Transferee shall have the right, exercisable by deed in lieu thereofgiving written notice to the ▇▇▇▇▇ Transferors within five (5) days after receiving written notice of such taking, or if any condemnation proceeding is commenced for all or any substantial portion of the Property, prior to Closing, Purchaser may elect either: (i) to terminate this Contract Agreement, in which event any money or documents in escrow shall be returned to the party depositing the same, and neither party hereto shall have any further rights or obligations hereunder (except for such rights and obligations which specifically survive this Agreement), or (ii) to consummate the transactions contemplated by written notice thereof this Agreement, without any reduction in the Purchase Price, with the Property in its then-current condition and to Seller within ten (10) days after Seller notifies Purchaser receive an assignment and assumption of any and all of the condemnation, taking ▇▇▇▇▇ Transferors’ rights to any condemnation award or deed in lieu or institution proceeds payable by reason of such condemnation proceedingtaking. In the event any such taking prior to the Closing is less than the Threshold Taking Percentage, the Ivanhoe Transferee shall be deemed to have elected to proceed pursuant to clause (ii) above. In either event, if the Ivanhoe Transferee elects, or is required, to proceed under clause (ii) above, the ▇▇▇▇▇ Transferors shall not compromise, settle or adjust any claims to such award without the Ivanhoe Transferee’s prior written consent, which consent shall not be unreasonably withheld or delayed and shall execute and deliver all documentation required by the Ivanhoe Transferee to give effect to the provisions of clause (ii) above. The provisions of this Section shall survive, and shall not merge on, Closing. As used in this Article 8, the case of such terminationterm “Property” means either (i) the St. Enoch Property, or, (ii) the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price▇▇▇▇▇ Shopping Centre. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

Condemnation. (a) In If the event that all Project or the Land or any substantial part thereof shall be taken or condemned, for any public or quasi-public purpose or use by any competent entity in appropriate proceedings, or by any right of eminent domain, the Lessor and the Lessee shall request that awards and other payments on account of a taking of the Project and the Land (less costs, fees and expenses incurred by the Lessor and the Lessee in connection with the collection thereof) shall be divided by the presiding court between loss of value of the fee interest in the Land and loss of value of the Project. In any case, such awards and payments shall be applied as follows, provided that Lessee’s portion of any such award or payment shall be subject to the terms of the Leasehold Mortgage executed in connection with the Senior Loan: (i) Net awards and payments received on account of a partial taking of the Project, other than a taking for a temporary use not exceeding one (1) year shall be allocated and paid in the following order of priority: (1) If the Lessee reasonably believes restoration is economically feasible, and unless the Lessee is then in default and the opportunity to cure has expired under the Loan Documents, first, to pay the cost of restoration of the Project, provided that the extent of the Lessee’s obligations to restore the Project shall be limited to the amount of the net award and payment received on account of the taking. (2) Second, or first if: (i) the Lessee does not reasonably believe that restoration is economically feasible, or (ii) the Lessee is in default and the opportunity to cure has expired under the Loan Documents, to any Lenders (in the order of their respective lien priority, if there is more than one Lender) in an amount equal to the decrease (if any) in the value of the security for their respective Loans as a result of the partial taking (calculated as set forth below in this subsection, less amounts payable to or recovered by the Lender pursuant to such taking, but not to exceed the unpaid balance of their Loans. For purposes of this subsection, the amount of decrease in the value of the security for a Loan shall be the amount, if any, necessary to reduce the outstanding principal of said Loan such that the Loan to Value Ratio (as defined below) of said Loan immediately following the taking is equal to the Loan to Value Ratio of said Loan immediately preceding the taking. Loan to Value Ratio shall mean that fraction the numerator of which is the sum of the principal amount of the Loan plus the principal amounts of all Loans higher in lien priority to the Loan and the denominator of which is the appraised value of the Project immediately following the taking or immediately preceding the taking, as applicable. The values of the Project immediately preceding the taking and immediately following the taking shall be determined by an MAI or SRI appraiser selected by the Lessee. (3) The balance, if any, shall be divided between the Lessor and the Lessee in the manner specified in Section 10(a)(ii) –(vii); provided, however, if the taking has no effect on the value of the Lessor’s fee interest in the Land or reversionary interest in the Improvements, the balance shall be paid exclusively to the Lessee. (ii) Net awards and payments received on account of a partial or total taking of only the Lessor’s fee interest in the Land or the reversionary interest in the Improvements (that is, a taking of Lessor’s fee interest in the Land or the Lessor’s reversionary interest in the Improvements that has no effect on the value of the Lessee’s leasehold interest in the Land or the Lessee’s fee interest in the Improvements), including severance damages, shall be paid to the Lessor, which amount shall be free and clear of any claims of the Lessee, or any other persons claiming rights to the Land through or under the Lessee, other than Lenders to which the Lessor has subordinated its interest in the Land. (iii) Net awards and payments received on account of a taking for temporary use not exceeding one (1) year and relating to a period during the Lease Term shall be paid to the Lessee; provided, however, that if such taking for temporary use has resulted in any damage to or destruction of the Project, such net awards and payments shall be first applied to pay the cost of restoration thereof if the Lessee determines that restoration is feasible. Net awards and payments received on account of a taking for temporary use not exceeding one (1) year and relating to a period beyond the Lease Term shall be paid to the Lessor. (iv) Net awards and payments received on account of a total taking of the Project shall be allocated and paid in the following order of priority: (1) First, to any Lenders with then-outstanding Loans secured by the Project (in the order of their respective lien priority, if there is more than one Lender), in an amount equal to the unpaid balance secured by their respective Loans to the extent there are sufficient funds to make such payments; (2) The balance, if any, shall be divided between the Lessor and the Lessee in the manner specified in Section 10(a) below; provided, however, if the taking has no effect on the value of the Lessor’s fee interest in the Land or reversionary interest in the Improvements, the balance shall be paid exclusively to the Lessee. (v) The Lessee shall receive reimbursement for any funds it has reasonably expended for repair and/or reconstruction of the Project (other than funds received from Lenders). The Lessor shall receive that portion of the Property balance equal to the balance multiplied by a fraction the numerator of which is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion the number of years elapsed from the date of the PropertyLease to the date of the taking, prior and the denominator of which is the Lease Term. The Lessee shall receive the balance after deduction of the Lessor’s portion. (vi) The Lessee shall receive any award granted for or allocated to Closingtrade fixtures, Purchaser moving expenses or loss of business. (vii) If the Project is taken or condemned during the last five (5) years of the Lease Term under circumstances described in Section 10(a)above, the Lessee may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser the Lease and proceeds of the condemnation, taking any payment or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit award shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate distributed in accordance with the provisions of Section 9.1(a), 10(a) _ and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing_ above.

Condemnation. If prior to Closing, less than five percent (a5%) In the event that all or any substantial portion of the Property Land is condemned or taken by eminent domain by any authority (a "CONDEMNATION"), then this Agreement shall not terminate, but shall remain in full force and effect, and Seller shall assign or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the Property, prior pay to Buyer at Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its Seller's interest in and to the balance of any unpaid proceedscondemnation award actually received by, and there shall or to be no reduction in the Purchase Price. paid to (b) For the purpose of this Section 9.1(aif not received by Closing), Seller. In the event of a "substantial portion" taking by condemnation or similar proceeding of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders more of the Land (or any threat thereof), or, notwithstanding the foregoing, if (i) any such Condemnation adversely affects the access, visibility, or parking of the Property in violation or any part thereof, (ii) any portion of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a)building located upon the Land shall be the subject of Condemnation proceedings, if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property (iii) as a result of condemnation exceed the Purchase Price for the Propertyand after such Condemnation proceedings, the portion Property will be in violation of applicable laws, including, without limitation, zoning ordinances and parking codes, (iv) any tenant under its lease has the right to terminate its lease in whole or in part, or to abate or reduce rent payable under its lease, Purchase and Sale Ag▇▇▇▇▇nt XXL One, Ltd., as Seller Inland Real Estate Acquisitions, Inc., as Buyer /s/ JL /s/ [ILLEGIBLE] 24 as a result of such proceeds Condemnation, or (v) such Condemnation involves the equivalent of more than Fifty Thousand Dollars ($50,000), then Seller agrees to promptly notify Buyer thereof, and either Seller or Buyer may terminate this Agreement by giving written notice thereof to the other party prior to the Closing Date. If neither party terminates the Agreement because of a Condemnation, Seller shall assign or pay to Buyer, at Closing, Seller's interest in excess of the Purchase Price shall and to any condemnation award actually received by, or to be paid to (if not paid by Closing), Seller. If, after Closing Seller (in addition shall receive any condemnation award, the Seller immediately shall pay the same to the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingBuyer.

Condemnation. (a) In If, prior to the event that all or Closing Date, any substantial portion part of the Property Premises is condemned or taken (other than a temporary taking), by eminent domain or conveyed by deed in lieu thereofproceeding (a “Taking”), or then: (i) if such Taking is not a Material Taking, neither party shall have any condemnation proceeding is commenced for all or any substantial portion of the Property, prior to Closing, Purchaser may elect right to terminate this Contract Agreement, and the parties shall nonetheless consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by written notice thereof reason of such Taking; provided, however, that Seller shall, on the Closing Date, (A) assign and remit to Purchaser the net proceeds of any award or other proceeds of such Taking which may have been collected by Seller as a result of such Taking less the reasonable expenses incurred by Seller in connection with such Taking, or (B) if no award or other proceeds shall have been collected, deliver to Purchaser an assignment of Seller’s right to any such award or other proceeds which may be payable to Seller within as a result of such Taking and Purchaser shall reimburse Seller for the reasonable expenses incurred by Seller in connection with such Taking. (ii) if such Taking involves more than ten percent (10%) days after Seller notifies Purchaser of the condemnationsquare footage of the Land, taking in the aggregate, or deed invalidates or renders permanently infeasible the approved design for the Premises set forth in lieu the Approved Design Rights (in either case, a “Material Taking”), Purchaser shall have the option, exercisable on or institution prior to the Condemnation Election Date (as defined below), time being of the essence, to terminate this Agreement by delivering notice of such condemnation proceedingtermination to Seller, and in whereupon the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and this Agreement shall be deemed canceled and of no further force or effect, and neither party shall have any further rights, duties, rights or obligations hereunder liabilities against or to the other in respect thereof except for pursuant to the provisions of this Contract Agreement which are expressly provided to survive the termination of this Contracthereof. If a Material Taking described in this clause (ii) shall occur and Purchaser does shall not timely elect to terminate this Contract as aforesaid or the taking is not substantialAgreement, then both parties Purchaser and Seller shall proceed to close consummate this transaction in accordance with this Agreement, without any abatement of the transaction contemplated herein pursuant to Purchase Price or any liability or obligation on the terms hereofpart of Seller by reason of such Material Taking; provided, in which event however, that Seller shall, except on the Closing Date, (A) assign and remit to Purchaser the net proceeds of any award or other proceeds of such Material Taking which may have been collected by Seller as limited a result of such Material Taking less the reasonable expenses incurred by Seller in Section 9.1(bconnection with such Material Taking, or (B) hereofif no award or other proceeds shall have been collected, deliver to Purchaser at an assignment of Seller’s right to any such award or other proceeds which may be payable 67677228.12 ​ to Seller as a result of such Material Taking and Purchaser shall reimburse Seller for the Closing any proceeds actually received reasonable expenses incurred by Seller attributable to the Property from in connection with such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase PriceMaterial Taking. (b) For the purpose The provisions of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) 13 supersede any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access law applicable to the Property, or (z) any portion of Premises governing the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result effect of condemnation exceed the Purchase Price in contracts for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingreal property.

Condemnation. If the title in and to, or the temporary ------------- use of, the Project or any part thereof shall be taken under the exercise of the power of eminent domain by any governmental body or by any other person acting under governmental authority, the Company shall be obligated to continue to pay the rents specified in Section 5.3. The Board, the Company and the Trustee shall cause the Net Proceeds received by them or any of them, from any award made in such eminent domain proceeding, to be paid to and held by the Company and applied in one or more of the following ways at the election of the Company: (a) In the event that all or any substantial portion restoration of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of Project to substantially the Property, same condition as existed prior to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution exercise of such condemnation proceeding, and in the case power of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Price.domain; (b) For the purpose acquisition, by construction or otherwise, of this Section 9.1(a), other industrial facilities suitable for the Company's operations at the Project (which facilities will be deemed a "substantial portion" part of the Property shall Project and available for use and occupancy by the Company and will be deemed leased to the Company hereunder without the payment of any rents other than herein provided to the same extent as if such other improvements were specifically described herein); provided, that such facilities will be acquired subject to no liens, security interests or encumbrances prior to the lien afforded by this Agreement and the Indenture, other than Permitted Encumbrances; or (xc) any portion payment into the Bond Fund to provide for payment in full of the Improvements, (y) Bonds at the earliest date that the Bonds may be called for redemption. The Board shall cooperate fully with the Company in the handling and conduct of any portion of the Property that restricts prospective or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable pending eminent domain proceeding with respect to the Property as a result of condemnation exceed Project or any part thereof and shall, to the Purchase Price for extent it may lawfully do so, permit the Property, Company to litigate in any such proceeding in the portion of such proceeds in excess name and on behalf of the Purchase Price shall be paid to Seller (in addition Board. In no event will the Board voluntarily settle, or consent to the Purchase Price) at settlement of, any prospective or pending eminent domain proceeding with respect to the Closing. The foregoing provision shall survive Project or any part thereof without the Closingwritten consent of the Company.

Condemnation. (a) In the event that all or any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the PropertyIf, prior to Closing, any governmental authority or other entity having condemnation authority shall institute an eminent domain proceeding or take any steps preliminary thereto (including the giving of any direct or indirect notice of intent to institute such proceedings) with regard to a Material Portion (as hereinafter defined) of the Real Property, and the same is not dismissed on or before ten (IO) days prior to Closing, Purchaser may elect shall be entitled, as its sole remedy, to terminate this Contract Agreement by giving written notice thereof to Seller within on or before the earlier to occur of (a) ten (10) days after following notice by Seller notifies to Purchaser of the such condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in (b) the case of such termination, Closing Date. In the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If event Purchaser does not terminate this Contract as aforesaid or Agreement pursuant to the taking is not substantialpreceding sentence, then both parties Purchaser shall proceed be conclusively deemed to have elected to close the transaction contemplated herein pursuant acquisition of the Property subject to such condemnation and waives any right to terminate this Agreement as a result thereof. For purposes of this Section, a "Material Portion" shall mean that portion of the Real Property which, if taken or condemned, would reduce the value of the Property by not less than $1,000,000.00 or twenty-five percent (25%) of the Purchase Price, whichever is greater. Notwithstanding anything to the terms hereofcontrary herein, if any eminent domain proceeding is instituted (or notice of which shall be given) solely for the taking of any subsurface rights for utility easements or for any right-of-way easement, and the surface may, after such taking, be used in which substantially the same manner as though such rights had not been taken, Purchaser shall not be entitled to terminate this Agreement as to any part of the Real Property, but any award resulting therefrom shall be the exclusive property of Purchaser upon Closing. In the event Seller shallPurchaser elects to terminate this Agreement under this Section 8.1, the Earnest Money shall ▇▇ ▇▇▇urned to Purchaser upon Seller's receipt of the Documents and Purchaser's Information in accordance with Section 6.4, and neither party to this Agreement shall thereafter have any further rights or obligations hereunder except as limited otherwise provided in Section 9.1(bSections 3.3 and 7.4 hereof. If Purchaser waives (or is deemed to have waived) hereofthe right to terminate this Agreement as a result of such a condemnation, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from despite such condemnation, eminent domain proceeding or deed Seller and Purchaser shall close this Agreement in lieu thereof and assign its interest in and to accordance with the balance of any unpaid proceeds, and there shall be terms hereof with no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the Seller shall assign to Purchaser at Closing all of Seller's right, title and interest in and to all proceeds payable with respect resulting or to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingfrom said condemnation.

Condemnation. (a) In the event that for any Asset (a) all or any substantial portion of the Property such Asset is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation a Condemnation proceeding is commenced for all or any substantial portion of the Propertysuch Asset (a “Condemnation”), prior to Closing, and (b) either such Condemnation is not a Major Condemnation or Purchaser may elect has elected not to terminate this Contract by written notice thereof Agreement with respect to Seller within ten (10) days after Seller notifies Purchaser of the condemnationsuch Asset due to such Major Condemnation, taking or deed this Agreement shall remain in lieu or institution of such condemnation proceeding, full force and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser effect and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties Parties shall proceed to close the transaction transactions contemplated herein pursuant to the terms hereof, in which event the applicable Seller shall, except as limited in Section 9.1(b) hereof, shall deliver to Purchaser at the Closing any proceeds actually received by such Seller attributable to the Property such Asset from such condemnationCondemnation (provided Seller shall not settle any such Condemnation without Purchaser’s prior written approval, eminent domain proceeding which approval shall not be unreasonably withheld, conditioned or deed in lieu thereof delayed) and assign its interest in and to the balance of any unpaid proceedsproceeds thereof, and there shall be no reduction in the Purchase Price. . Prior to Closing, Seller shall comply in all material respects with the terms of any Condemnation proceeding. As used in this Agreement, a “Major Condemnation” with respect to an Asset shall mean the proceeds to be paid in connection with such Condemnation, including for loss of rentals or business attributable to the period of time after Closing, exceeds the lesser of (a) Ten Million Dollars ($10,000,000), and (b) For the purpose of this Section 9.1(a), a "substantial portion" fifteen percent (15%) of the Property shall be deemed Allocated Purchase Price for such Asset, with respect to be (x) any portion of all Assets other than the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the PropertyVentana Inn & Spa, or exceeds the lesser of (zi) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent Five Million Dollars (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a$5,000,000), and if (ii) fifteen percent (15%) of the proceeds payable Allocated Purchase Price for the Ventana Inn & Spa. Purchaser may elect to terminate this Agreement with respect to the Property any Asset subject to Major Condemnation proceedings (but not any other Asset under this Agreement or any Other Asset) by giving written notice of its election to Sellers not more than ten (10) Business Days after Purchaser receives notice of such Condemnation; Purchaser’s failure to give written notice to Sellers within such ten (10) Business Day period shall constitute Purchaser’s election to proceed to Closing with respect to such Asset. If Purchaser timely elects to terminate this Agreement with respect to an Asset as a result of condemnation exceed a Major Condemnation as provided in this Section 12.1, the Purchase Price Title Company shall return the Allocable E▇▇▇▇▇▇ Money for such Asset to Purchaser and neither Sellers nor Purchaser shall have any further rights or obligations under this Agreement with respect to such terminated Asset except for the Property, the portion of such proceeds in excess obligations of the Purchase Price shall be paid Parties as to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall such Asset which expressly survive the Closingtermination of this Agreement, including Purchaser’s obligations under Section 5.3 of this Agreement.

Condemnation. (a) In A. If the event that all or any substantial portion whole of the Property is condemned Premises shall be taken for any public or taken quasi-public use under any statute or by right of eminent domain domain, or conveyed by deed private purchase in lieu thereof, then this Lease shall automatically terminate as of the date that title shall be taken. If twenty (20%) percent or if more of the building shall be so taken, then Landlord and Tenant shall each have the right to terminate this Lease on thirty (30) days written notice to the other given within sixty (60) days after the date of such taking. B. If any condemnation proceeding is commenced for part of the building shall be so taken and this Lease shall not terminate or be terminated under the provisions of Paragraph “A” hereof, then the Base Rent shall be equitably apportioned according to the building floor space so taken and Landlord shall make all necessary repairs or any substantial alterations to the Premises so as to constitute that portion of the Property, prior building and other improvements on the Premises not taken as a complete architectural unit and/or as nearly similar in character as practicable to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser what they were before the taking. C. All compensation awarded or paid upon such a total or partial taking of the condemnationPremises shall belong to and be the property of Landlord without any participation by Tenant; provided, taking or deed however, that nothing contained herein shall be construed to preclude Tenant from prosecuting any claim, directly against the condemning authority in lieu or institution of such condemnation proceedingproceedings for loss of business, and/or depreciation to, damage to and/or cost of removal of, and/or for the value of stock and/or trade fixtures, furniture and in other personal property belonging to Tenant; provided, however, that no such claim shall diminish or otherwise adversely affect Landlord’s award nor any award(s) of the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(bholder(s) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there all mortgages affecting the Premises. In no event shall be no reduction in Tenant make any claim for the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" value of the Property shall be deemed to be (x) any portion unexpired term of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingLease.

Condemnation. (a) In If, prior to the event that Closing Date, all or any substantial portion of the Property Parcel A is condemned or taken by eminent domain or conveyed by deed in lieu thereofdomain, or if any condemnation proceeding is commenced for all or any substantial portion the subject of a pending taking which has not been consummated, Seller shall immediately notify Buyer of the Propertyevent. In this event, this Agreement shall be immediately terminated. On termination of this Agreement, (i) neither Party shall have any rights or responsibilities to the other, and (ii) the Deposit shall be promptly returned to Buyer. In this event, any Escrow Cancellation Charges in connection with the termination shall be shared one-half (½) by Buyer and one-half (½) by Seller. (b) If, prior to Closingthe Closing Date, Purchaser may elect a material portion but not all of Parcel A is taken by eminent domain, or is the subject of a pending taking which has not been consummated, Seller shall immediately notify Buyer of this event. Buyer shall then have the right to terminate this Contract Agreement by written notice thereof to Seller delivered within ten (10) business days after Buyer’s receipt of this notice, if Buyer determines that the portion of Parcel A subject to being taken would materially and adversely affect Buyer’s intended use of Parcel A. If Buyer elects not to exercise the right to terminate pursuant to this Section, Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceedingshall assign and deliver to Buyer, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit Buyer shall be returned entitled to Purchaser and neither party shall have any further rightsreceive, dutiesall awards, or obligations hereunder except otherwise payable to Seller, for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties by eminent domain. The Parties shall proceed to close the transaction contemplated herein Closing Date pursuant to the terms hereof, in which event Seller shallof this Agreement, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received necessitated by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceedsaction, and there shall be no without any reduction in the Purchase Price. . If Buyer terminates pursuant to this Section, (bi) For neither Party shall have any rights or responsibilities to the purpose of this Section 9.1(a)other, a "substantial portion" of (ii) the Property Deposit shall be deemed promptly returned to be Buyer, (xiii) any portion of the ImprovementsEscrow Cancellation Charges connected with this termination shall be shared one-half (½) by Buyer and one-half (½) by Seller, and (yiv) any portion of the Property that restricts or reduces the existing access Escrow Holder shall immediately return all documents, instruments and money to the Property, or (z) any portion of the parking lot Party that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingdeposited same.

Condemnation. (a) In If during the event that Lease Term, title to, or the temporary use of, all or any substantial portion part of the Property Project shall be condemned by or sold under threat of condemnation to any authority possessing the power of eminent domain, to such extent that the claim or loss resulting from such condemnation is condemned or taken by greater than $5,000,000, the Company shall, within ninety (90) days after the date of entry of a final order in any eminent domain proceedings granting condemnation or the date of sale under threat of condemnation, notify the City, the Trustee, the mortgagee under any Leasehold Mortgage (if any) in (b) If the Company shall determine that such substitution is practicable or desirable, the Company shall proceed promptly with and complete with reasonable dispatch the acquisition or construction of such substitute improvements, so as to place the Project in substantially the same condition as existed prior to the exercise of the said power of eminent domain, including, without limitation, the acquisition or construction of other improvements suitable for the Company’s operations at the Project (which improvements will be deemed a part of the Project, owned by the City, and available for use and occupancy by the Company without the payment of any rent other than herein provided, to the same extent as if such other improvements were specifically described herein and demised hereby); provided, that such improvements will be acquired or constructed, subject to the obtaining of payment bonds as required by Section 8.5(c) of this Lease, by the Company and conveyed to the City subject to no liens, security interests or encumbrances prior to the lien and/or security interest afforded by deed the Indenture and this Lease other than Allowable Encumbrances. In such case, any Net Proceeds received from any award or awards with respect to the Project or any part thereof made in lieu thereofsuch condemnation or eminent domain proceedings, or if of the sale proceeds, shall be applied in the same manner as provided in Section 9.1 of this Lease (with respect to the receipt of insurance proceeds). (c) If the Company shall determine that it is not practicable or desirable to acquire or construct substitute improvements, any Net Proceeds of condemnation proceeding is commenced for awards received by the Company shall, after payment of all Additional Rent then due and payable, be paid into the Bond Fund, subject to the rights under any Leasehold Mortgage, and shall be used at the option of the Company to redeem the Bonds on the earliest practicable redemption date or to pay the principal of any Bonds of any series as the same becomes due and payable. (d) The Company shall not, by reason of the Company’s inability to use all or any substantial portion part of the Property, prior to Closing, Purchaser may elect to terminate this Contract Project during any such period of restoration or acquisition nor by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser reason of the condemnation, taking or deed in lieu or institution payment of the costs of such restoration or acquisition, be entitled to any reimbursement from the City, the Trustee or the Bondowners or to any abatement or diminution of the Rentals or Additional Rentals payable by the Company under this Lease nor of any other obligations hereunder except as expressly provided in this Section. 9.2. (e) The City shall cooperate fully with the Company in the handling and conduct of any prospective or pending condemnation proceedingproceedings with respect to the Project or any part thereof, and shall, to the extent the City may lawfully do so, permit the Company to litigate in any such proceeding in the case name and on behalf of the City. In such terminationcase, the Company shall defend with counsel of the Company’s choosing and reasonably acceptable to the City, which acceptance shall not be unreasonably withheld or delayed, indemnify and hold the City, the ▇▇▇▇▇▇▇ Money Deposit shall be returned Area Economic Development Corporation (the “EDC”) and their respective officials, officers, agents, employees, Bond Counsel, attorneys, and assigns, and the Trustee each whole and harmless from any loss, costs or expenses the City or any of the foregoing may incur related to Purchaser and neither party shall have any further rights, duties, such proceeding. In no event will the City voluntarily settle or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant consent to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance settlement of any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts prospective or reduces the existing access pending condemnation proceedings with respect to the Property, the Financed Facilities or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.Financed

Condemnation. (a) In the event that all or any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the PropertyIf, prior to Closing, Purchaser may all or any significant portion of any Property is taken, or rendered unusable for its current purpose or reasonably inaccessible by eminent domain (or is the subject of a pending or contemplated taking which has not been consummated), (a “Condemnation”), then, upon receipt of written notice of such action from any Authority, the Contributor of such Property shall immediately give the other Contributors written notice thereof (a “Condemnation Notice”), which Condemnation Notice shall state the nature of such Condemnation, the portions of such Property affected by the Condemnation and such Contributor’s good faith estimate of the loss of gross rental income that the Property will suffer as a result of such Condemnation. If the affected Property is reasonably expected to suffer as a result of such Condemnation a loss of gross rental income in excess of 20% of the Property’s pro forma gross rental income for the twelve (12) month period following the Condemnation (a “Material Condemnation”), then the Contributing Group receiving such Condemnation Notice shall have the right, exercisable for a period of ten (10) Business days after its receipt of such Condemnation Notice, to elect to terminate this Contract by written notice thereof Agreement with respect to Seller within ten such Property and any Company that owns, directly or indirectly, only such Property (10) days after Seller notifies Purchaser the parties agreeing to cooperate in good faith to restructure the ownership of any Company that owns both direct or indirect interests in such Property and any direct or indirect interest in another Property so as to eliminate such overlapping interests). If this Agreement is terminated with respect to such Property and any such Company, none of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party parties shall have any further rightsright or obligation hereunder in respect of such Property or such Company, duties, or obligations hereunder except for as to provisions of this Contract which expressly by their terms survive the termination of this ContractAgreement, but this Agreement shall remain in effect with respect to all other Properties. If Purchaser the Contributing Group receiving such Condemnation Notice does not elect to terminate this Contract Agreement as aforesaid to such Property and any such Company, or the taking if such Condemnation is not substantiala Material Condemnation, then both parties such Property shall proceed to close the transaction contemplated herein pursuant remain subject to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable of this Agreement and shall be contributed to the Property from such condemnationNew Company by its Contributor, eminent domain proceeding or deed in lieu thereof along with any and assign its interest in and all rights to the balance condemnation award in respect of any unpaid proceeds, and there shall be no reduction in the Purchase Price. such Condemnation (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) other than any portion thereof relating to loss of rental income for the Improvements, (y) any portion of the Property that restricts or reduces the existing access period prior to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(aProrations Date), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

Condemnation. If, between the Effective Date and the Closing, a portion of the Premises which (a) In is less than the event Threshold, (b) does not affect access to the Premises, and (c) does not render the Premises non-compliant with Applicable Laws, shall be taken by reason of the exercise of the power of eminent domain, Purchaser shall purchase the Premises and pay the full Purchase Price for the Premises at Closing, whereupon the Seller shall assign to Purchaser all damages, if any, to which Seller may be entitled and that all may be assigned by Seller pursuant to the applicable eminent domain law; provided, however, that such taking that reduces or any substantial impairs parking, the adequacy of utilities or ingress/egress, or zoning compliance, shall be deemed to exceed the Threshold. If, between the Effective Date and the Closing, a portion of the Property is condemned Premises (x) in excess of the Threshold, (y) which affects access to the remainder of the Premises, or (z) renders the Premises non-compliant with Applicable Laws, shall be taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion reason of the Property, prior to Closingexercise of the power of eminent domain, Purchaser may elect to terminate this Contract shall have the option, exercisable by written notice thereof to Seller within ten five (105) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution learns of such condemnation proceedingtaking, and in to either (a) elect not to purchase the case of such terminationPremises, whereupon the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party thereafter this Agreement shall have any further rights, dutiesbe deemed terminated, or obligations hereunder except for provisions of this Contract (b) elect to purchase the Premises and pay the full Purchase Price at Closing, whereupon the Seller shall assign to Purchaser all damages, if any, to which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein Seller may be entitled and that may be assigned by Seller pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, applicable eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance law. Within five (5) days after notification of any unpaid proceedssuch taking, and there shall be but in no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more event later than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision , Seller shall survive the Closingnotify Purchaser thereof.

Condemnation. (a) Promptly upon obtaining knowledge of the institution of the proceedings for the condemnation of any part of any Property, Seller or Purchaser will notify the other of the pendency of such proceedings. In the event of the condemnation of any portion of any one of the Properties or the sale of any portion of one of the Properties in lieu of condemnation prior to the Closing, this Agreement shall remain in full force and effect, and in such event Seller shall cause <<page ends>> the applicable Owner to assign to Purchaser any and all claims for the proceeds of such condemnation or sale, and Purchaser shall take title to the remainder of the applicable Property with the assignment of such proceeds and subject to such condemnation and without reduction in the Purchase Price; provided, however, that all or any substantial if the value of the portion of the Property is condemned property taken pursuant to such condemnation or taken by eminent domain or conveyed by deed conveyance in lieu thereofthereof is equal to or greater than $50,000,000.00, or if any condemnation proceeding is commenced for all or any substantial portion of the Property, prior to Closing, then Purchaser may elect to terminate this Contract Agreement by written notice thereof in writing to Seller within ten (10) business days after following the date on which Purchaser received written notice from Seller notifies Purchaser of or otherwise received written notice from the condemnation, taking or deed in lieu or institution applicable governmental agency of such condemnation proceedingof any Property or conveyance in lieu thereof, and in which event the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be promptly returned to Purchaser and neither party the parties shall have any no further rights, duties, right or obligations obligation hereunder except for provisions of this Contract Purchaser’s obligations which are expressly survive the termination of this Contractintended to survive. If Purchaser does not elect to terminate this Contract as aforesaid or the taking is not substantialwithin said ten (10) business day period, then both parties Purchaser shall proceed be deemed to close the transaction contemplated herein waive all rights to terminate pursuant to the terms hereofthis provision and this Agreement shall remain in full force and effect, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no without reduction in the Purchase Price. (b) For the purpose of this , but with any condemnation proceeds being assigned to Purchaser. Seller and Purchaser agree that California Civil Code Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property1662, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property equivalent provisions in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a)Colorado, if Purchaser has not timely elected to terminate in accordance with Section 9.1(a)Texas, and if the proceeds payable with respect Arizona, shall not be applicable to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingthis transaction.

Condemnation. (a) In the event that all of any threatened, commenced or consummated proceedings in eminent domain, including, without limitation, any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed conveyance in lieu thereofthereof (notice of which shall promptly be given to the REIT by Transferor) (a "Condemnation Proceeding"), or if any which would constitute a material condemnation proceeding is commenced for all or any substantial portion of the respecting Real Property, prior the REIT may, at its option, by notice to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller Transferor given within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution REIT is notified of such condemnation proceeding, actual or possible proceedings (and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit Closing shall be returned extended, if necessary, to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of give the REIT such 10-day period to respond to such notice) (i) elect to proceed under this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant Agreement with respect to the terms hereofProperty, in which event Seller Transferor shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable Closing, assign to the Property from such condemnationHeritage LP its entire right, eminent domain proceeding or deed in lieu thereof title and assign its interest in and to the balance of any unpaid proceedscondemnation award, and there Heritage LP shall have the sole right prior to Closing (subject to Transferor's approval which shall not be no reduction unreasonably withheld or delayed) and after the Closing to negotiate and otherwise deal with the condemning authorities in respect of such matters; or (ii) terminate this Agreement. In the Purchase Price. (b) For event that a Condemnation Proceeding would not constitute a material condemnation respecting the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Real Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a)Transferor shall, if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision , assign to Heritage LP its entire right, title and interest in and to any condemnation award, and Heritage LP shall survive have the Closingsole right prior to Closing (subject to Transferor's approval that shall not be unreasonably withheld or delayed) 35 and after the Closing to negotiate and otherwise deal with the condemning authorities with respect of such matters.

Condemnation. (a) In If title to, or the event that temporary use of, the Project or any part thereof shall be taken under the exercise of the power of eminent domain, the User shall be obligated to continue to pay Rent and all other payments required to be paid under this Lease Agreement, and the entire Net Proceeds referable to such taking, including the amounts awarded to the Issuer and the Agent and the amount awarded to the User for the taking of all or any substantial portion part of the Property is condemned leasehold estate of the User in the Project, shall be paid to the Agent and applied in one or taken more of the following ways as shall be directed in writing by the User: (1) To the restoration of the remaining improvements located on the Project Site to substantially the same condition in which they existed prior to the exercise of the power of eminent domain (the same to be subject to this Lease Agreement and the Indenture and be covered thereby); or (2) To the acquisition, by construction or conveyed by deed in lieu thereofotherwise, or if any condemnation proceeding is commenced of other improvements suitable for all or any substantial portion the operations of the PropertyProject (the same to be subject to this Lease Agreement and the Indenture and be covered thereby), provided such acquisition shall become a part of the Project and shall not result in the creation or establishment of any liens or encumbrances on the Project prior to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser the lien of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase PriceIndenture. (b) For In the purpose of this event the User elects to replace or restore the Project as provided in Section 9.1(a)7.02(a) and Net Proceeds are not sufficient to fully provide for the foregoing, a "substantial portion" of the Property shall be deemed to be (x) any User will nonetheless complete the work thereof and will pay that portion of the Improvements, (y) any portion costs thereof in excess of the Property that restricts amount of the Net Proceeds. The User shall not by reason of the payment of such costs be entitled to any reimbursement from the Issuer or reduces any abatement or diminution of the existing access Rent payable hereunder. (c) Any balance of such Net Proceeds shall be applied to the Propertyredemption of Bonds in accordance with the terms thereof in the same manner and order specified in Section 11.07 of the Indenture for moneys collected or held by the Agent, and then to the payment of the Contribution Amount, or, if the Bonds and the Contribution Amount are fully paid, shall be paid to the User. (d) The Issuer shall cooperate fully with the User in the handling and conduct of any prospective or pending condemnation proceeding with respect to the Project or any part thereof and will, to the extent it may lawfully do so, permit the User to litigate in any such proceeding in the name and behalf of the Issuer. In no event will the Issuer settle, or (z) consent to the settlement of, any portion prospective or pending condemnation proceeding without the prior written consent of the parking lot that reduces the existing aggregate parking spaces by more than five percent User. (5%e) or renders the Property Anything in violation of existing zoning requirements. Notwithstanding anything this Section to the contrary contained in Section 9.1(a)notwithstanding, if Purchaser has if, upon such taking of the Project, the User elects not timely elected to terminate restore or replace the Project as provided herein and duly exercises an option to purchase the Project in accordance with Section 9.1(a)11.03 hereof, and if the proceeds payable with respect then any Net Proceeds referable to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price taking shall be paid to Seller the Agent and applied to payment of the purchase price for the Project as provided in Section 11.03 hereof, and the excess thereafter remaining (in addition if any) shall be paid to the Purchase PriceUser. (f) at The User shall be entitled to the Closing. The foregoing provision shall survive Net Proceeds of any award or portion thereof made for damage to or taking of any property of the ClosingUser not included in the Project.

Condemnation. (a) In the event that all or any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the PropertyIf, prior to Closing, Purchaser may elect any governmental authority or other entity having condemnation authority shall institute an eminent domain proceeding or take any steps preliminary thereto (including the giving of any direct or indirect notice of intent to terminate this Contract by institute such proceedings) with regard to a material portion of the Real Property, Seller shall promptly deliver written notice thereof to Purchaser and Purchaser shall be entitled, as its sole remedy, to terminate this Agreement upon written notice to Seller (a) within ten (10) days after following notice by Seller notifies to Purchaser of the such condemnation, taking or deed in lieu or institution of (b) on the Closing Date, whichever occurs first. In the event Purchaser does not terminate this Agreement pursuant to the preceding sentence, Purchaser shall be conclusively deemed to have elected to accept such condemnation proceedingand waives any right to terminate this Agreement as a result thereof. For purposes of this Section “material” shall mean (i) the offered value of the portion of the Property being taken by eminent domain is equal to or greater than $500,000.00, and in (ii) a taking of any point of access of the case Real Property, (iii) a taking of such terminationany parking spaces at the Property that affects the legal conforming status of the Property with applicable zoning laws, or (iv) a taking that would affect the legal conforming status of the Property with applicable zoning laws. In the event Purchaser elects to terminate this Agreement under this Section 8.1, the ▇▇▇▇▇▇▇ Money Deposit Money, including the Non-Refundable Deposit, shall be returned to Purchaser promptly, and neither party to this Agreement shall thereafter have any further rights, duties, rights or obligations hereunder (except for provisions of this Contract which expressly survive with respect to the termination of this ContractSurviving Terms). If Purchaser does not waives (or is deemed to have waived) the right to terminate this Contract Agreement as aforesaid or the taking is not substantiala result of such a condemnation, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from despite such condemnation, eminent domain proceeding or deed Seller and Purchaser shall close this Agreement in lieu thereof and assign its interest in and to accordance with the balance of any unpaid proceeds, and there shall be terms hereof with no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the Seller shall assign to Purchaser at Closing all of Seller’s right, title and interest in and to all proceeds payable with respect resulting or to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closingfrom said condemnation. The foregoing provision shall survive the Closing.1184306 v7

Condemnation. (a) In If, before the event that Closing, all or any substantial portion of the Property is condemned or Properties shall be taken by condemnation or eminent domain domain, or conveyed by deed a sale in lieu thereof, thereof (all such takings being collectively referred to as "Condemnation") this Agreement shall become null and void and of no further force or if any condemnation proceeding is commenced for effect as to all or any substantial portion unperformed rights and obligations of the Propertyparties and, prior to Closingexcept as provided in Sections 5.3, Purchaser may elect to terminate this Contract by written notice thereof to 5.5, 15.2(b) and 15.10 hereof, neither Buyer nor Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, liabilities or obligations hereunder except for provisions of this Contract which expressly to the other by reason hereof, other than those rights and obligations that, by their terms, survive the termination of this ContractAgreement. If Purchaser does not terminate this Contract as aforesaid In the event of such termination, Escrow Holder is hereby instructed to return to Buyer the Deposit and all interest accrued thereon, and to return any other documents or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant things to the terms hereof, party which deposited the same; and in which such event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to costs of the Property from such condemnation, eminent domain proceeding or deed in lieu thereof Title Company and assign its interest in and to the balance of any unpaid proceeds, and there Escrow Holder shall be no reduction in the Purchase Priceborne equally by Buyer and Seller. Also, each party shall bear its own costs incurred hereunder. (b) For If, before the purpose of this Section 9.1(a)Closing, a "substantial portion" (i) less than all of the Property Properties shall be deemed to be taken by Condemnation, (xii) there is any portion Condemnation of land lying in the bed of any street, road, highway or avenue, open or proposed, in front of or adjoining all or any part of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the PropertyLand, or (ziii) there is any portion change of grade of such street, road, highway or avenue, provided such Condemnation or change of grade results in a diminution in value of the parking lot that reduces the existing aggregate parking spaces by Properties of more than five percent the Loss Threshold, then Buyer, at Buyer's option, may terminate this Agreement. If Buyer elects to terminate this Agreement under this subsection (5%b), this Agreement shall become null and void and of no further force or effect and, except as provided in Sections 5.3, 5.5, 15.2(b) and 15.10 hereof, neither Buyer nor Seller shall have any further rights, duties, liabilities or renders the Property in violation of existing zoning requirements. Notwithstanding anything obligations to the contrary contained other by reason hereof, other than those rights and obligations that, by their terms, survive the termination of this Agreement. In the event of such termination, Escrow Holder is hereby instructed to return to Buyer the Deposit, and to return any other documents or things to the party which deposited the same; and in Section 9.1(a)such event the costs of the Title Company and Escrow Holder shall be borne equally by Buyer and Seller. Also, if Purchaser has each party shall bear its own costs incurred hereunder. (c) If Buyer and Seller cannot timely elected agree as to terminate the diminution in value, then such diminution in value shall be determined by subtracting from the Purchase Price the fair market value of the Properties after the Condemnation or change of grade, as determined by neutral M.A.I. appraiser having had no previous business or personal relationship with Seller or Buyer, appointed by two (2) other M.A.I. appraisers nominated one (1) each by Seller and Buyer. The expense of the appraiser shall be borne equally by Buyer and Seller. (d) If this Agreement is not terminated in accordance with Section 9.1(a)the foregoing, and or if such Condemnation or change of grade results in a diminution in value equal to or less than the proceeds payable with respect Loss Threshold, Buyer shall accept title to the Property as Properties remaining after such Condemnation and/or subject to such change of grade. In such event, Buyer shall receive a result of condemnation exceed credit against the Purchase Price for the Property, the cash portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at amount of the Closing. The foregoing provision shall survive the Closingdiminution in value.

Condemnation. If more than twenty percent (a20%) In the event that all or any substantial portion of the Property is condemned or Premises, shall be taken by eminent domain domain, or conveyed by deed conveyance in lieu thereof, and if such taking interferes substantially with Tenant's use of the Premises, then this Lease, at the option of either party evidenced by notice to the other given within thirty (30) days from the taking or conveyance, shall forthwith cease and terminate entirely. In the event of such termination of this Lease, then rental shall be due and payable to the actual date of such termination. If less thantwenty percent (20%) of the Premises shall be taken, or if any condemnation proceeding more than twenty percent (20%) of the Premises is commenced for all or any substantial taken and neither party terminates this Lease, this Lease shall cease and terminate as to that portion of the PropertyPremises so taken as of the date of taking, and the rental thereafter payable under this Lease shall be abated pro rata from the date of such taking in an amount by which that portion of the structural portion of the Premises so taken shall bear to the Maximum Square Footage prior to Closingsuch taking. If any part of the buildings or real property shall be taken by eminent domain, Purchaser may elect or by conveyance in lieu thereof, and if such taking substantially interferes with Owner's ownership or use of the buildings, Owner, at its option, may, upon thirty (30) days written notice to Tenant, terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution Lease as of such condemnation taking. In any event, Owner shall receive the entire award for the land and improvements taken by condemnation. To Owner’s actual knowledge, there is no any pending or threatened eminent domain proceeding, and . Owner’s actual knowledge in the case foregoing sentence means and shall be limited to the actual knowledge of such termination, the ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except for provisions as the asset manager of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase PriceOwner. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.

Condemnation. (a) In If during the event that Lease Term, title to, or the temporary use of, all or any substantial portion part of the Property Project shall be condemned by or sold under threat of condemnation to any authority possessing the power of eminent domain, to such extent that the claim or loss resulting from such condemnation is condemned or taken by greater than $5,000,000, the Company shall, within 90 days after the date of entry of a final order in any eminent domain proceedings granting condemnation or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion the date of the Property, prior to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser sale under threat of the condemnation, taking or deed notify the City, the Trustee, the mortgagee under the Leasehold Mortgage (if any) and the Financing Party under the Financing Document (if any) in lieu or institution writing as to the nature and extent of such condemnation proceeding, or loss of title and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned whether it is practicable and desirable to Purchaser and neither party shall have any further rights, duties, acquire or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Priceconstruct substitute improvements. (b) For If the purpose Company shall determine that such substitution is practicable and desirable, the Company shall proceed promptly with and complete with reasonable dispatch the acquisition or construction of this Section 9.1(a)such substitute improvements, a "substantial portion" so as to place the Project in substantially the same condition as existed prior to the exercise of the Property shall said power of eminent domain, including the acquisition or construction of other improvements suitable for the Company's operations at the Project (which improvements will be deemed to be (x) any portion a part of the ImprovementsProject and available for use and occupancy by the Company without the payment of any rent other than herein provided, (y) any portion of the Property that restricts or reduces the existing access to the Propertysame extent as if such other improvements were specifically described herein and demised hereby); provided, that such improvements will be acquired by the City subject to no liens, security interests or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything encumbrances prior to the contrary contained in Section 9.1(a)lien and/or security interest afforded by the Indenture, if Purchaser has not timely elected to terminate in accordance with Section 9.1(a)this Lease and the Deed of Trust other than Permitted Encumbrances. In such case, and if the proceeds payable any Net Proceeds received from any award or awards with respect to the Property Project or any part thereof made in such condemnation or eminent domain proceedings, or of the sale proceeds, shall be applied in the same manner as a result provided in Section 9.1 hereof (with respect to the receipt of casualty insurance proceeds). (c) If the Company shall determine that it is not practicable and desirable to acquire or construct substitute improvements, any Net Proceeds of condemnation exceed awards received by the Purchase Price for Company shall, after payment of all Additional Rent then due and payable, be paid into the PropertyBond Fund and shall be used, at the option of the Company, to redeem Bonds on the earliest practicable redemption date or to pay the principal of any Bonds as the same becomes due and payable, all subject to the rights of the mortgagee under the Leasehold Mortgage (if any) and Financing Party under the Financing Documents (if any). (d) The Company shall not, by reason of its inability to use all or any part of the Project during any such period of restoration or acquisition nor by reason of the payment of the costs of such restoration or acquisition, be entitled to any reimbursement from the City, the portion of such proceeds in excess Trustee or the Bondowners or to any abatement or diminution of the Purchase Price rentals payable by the Company under this Lease nor of any other obligations hereunder except as expressly provided in this Section. (e) The City shall be paid to Seller (cooperate fully with the Company in addition the handling and conduct of any prospective or pending condemnation proceedings with respect to the Purchase Price) at Project or any part thereof, and shall, to the Closingextent it may lawfully do so, permit the Company to litigate in any such proceeding in the name and on behalf of the City. The foregoing provision Company shall survive hold the ClosingCity whole and harmless from any loss, costs or expenses the City may incur related to any such proceeding. In no event will the City voluntarily settle or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Project or any part thereof without the prior written consent of the Company.

Condemnation. (a) In If, prior to the event that all or Closing Date, any substantial portion part of the Property Premises or Lot 58 is condemned taken (other than a temporary taking), or taken if Seller shall receive an official notice from any governmental authority having eminent domain power over the Premises or Lot 58 of its intention to take, by eminent domain or conveyed by deed in lieu thereofproceeding, or if any condemnation proceeding is commenced for all or any substantial portion part of the PropertyPremises (a "Taking"), prior to Closingthen Purchaser shall have the option, Purchaser may elect exercisable within twenty (20) business days after receipt of notice of such Taking, time being of the essence, to terminate this Contract Agreement by written delivering notice thereof to Seller, whereupon Seller within ten shall return the Deposit (10to the extent deposited with Seller, together with any interest earned thereon) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and this Agreement shall be deemed canceled and of no further force or effect, and neither party Party shall have any further rights, duties, rights or obligations hereunder liabilities against or to the other except for pursuant to the provisions of this Contract Agreement which are expressly provided to survive the termination of this ContractAgreement. If a Taking shall occur and Purchaser does shall not timely elect to terminate this Contract as aforesaid or the taking is not substantialAgreement, then both parties Purchaser and Seller shall proceed to close consummate this transaction in accordance with this Agreement, without any abatement of the transaction contemplated herein pursuant Purchase Price or any liability or obligation on the part of Seller by reason of such Taking; provided, however, that, on the Closing Date, (i) Purchaser shall receive a credit against the Purchase Price in the amount of the proceeds of any award or other proceeds of such Taking (only for the Premises and that portion attributable to the terms hereofExcess Development Rights) which may have been collected by Seller as a result of such Taking, in which event or (ii) if no award or other proceeds shall have been collected, Seller shall, except as limited in Section 9.1(b) hereof, shall deliver to Purchaser at an assignment of Seller's right to any such award or other proceeds which may be payable to Seller as a result of such Taking (only for the Closing any proceeds actually received by Seller Premises and that portion attributable to the Property from such condemnationExcess Development Rights), eminent domain proceeding but excluding Seller’s right to (a) severance (or deed in lieu thereof similar) damages attributable to Seller’s Retained Property, (b) all federal, state or local relocation (or related or similar) benefits payable to Seller with respect to any property taken; (c) payments for personal or intangible property; (d) payments for business damage or loss of goodwill; and assign its interest in and (e) temporary construction easements or other or similar payments for periods prior to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase PriceClosing. (b) For the purpose The provisions of this Section 9.1(a)13 supersede any law applicable to the Premises governing the effect of condemnation in contracts for real property, a "substantial portion" including, without limitation, Section 5-1311 of the Property shall be deemed to be (x) any portion General Obligations Law of the Improvements, (y) any portion State of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingNew York.

Condemnation. If, at any time before completion of the Closing, a taking or condemnation (aor proceeding in lieu thereof) In the event that is commenced or threatened in writing: (i) of all or any substantial portion substantially all of the Property; or (ii) of less than all or substantially all of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion that: (1) Purchaser’s reasonable estimate of the Propertycost to repair or restore the same exceeds $500,000; (2) Yankee Clipper or ▇▇▇▇ Flotation, prior to Closingas applicable, Purchaser may elect is permitted to terminate this Contract by written notice an Existing Lease under the terms thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall or offset rent under an Existing Lease on account of such condemnation; (3) the Property cannot be returned restored or rebuilt as-of-right in compliance with applicable zoning laws (including any such zoning laws relating to reconstruction of grandfathered structures) or is rendered noncompliant with any applicable zoning laws; or (4) access to or egress from the Property is materially impaired (any of the foregoing, a “Material Taking”), Purchaser and may, at Purchaser’s sole option, elect either to: (a) terminate this Agreement, upon which neither party Purchaser nor Seller shall have any further rightsobligation under this Agreement, duties, or obligations hereunder except for provisions of this Contract the obligations which expressly survive the termination of this ContractAgreement, and the Purchaser shall immediately receive the Deposit from the Escrow Agent; or (b) purchase the Property subject to and in accordance with this Agreement. If Purchaser In the event of condemnation or taking that does not terminate this Contract as aforesaid constitute a Material Taking, or if there is a Material Taking but Purchaser elects to proceed under Section 6.4(b), (1) Purchaser shall purchase the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to Property in accordance with the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be no hereof (without reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), (2) Seller shall assign to Purchaser at Closing all condemnation proceeds and rental interruption insurance paid or payable as a "substantial portion" result of such condemnation, (3) Purchaser shall have the Property right to be present with Seller at any hearings or negotiations with respect thereto, and (4) Seller shall not settle or compromise any such matter without Purchaser’s prior written consent. Purchaser shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely have elected to terminate in accordance this Agreement under Section 6.4(a) unless, within fifteen (15) Business Days from written notice to Purchaser of the condemnation, Purchaser provides Seller with written notice that Purchaser elects to proceed pursuant to Section 9.1(a6.4(b). If the Closing Date would otherwise occur sooner, and if the proceeds payable with respect it shall automatically be extended to the Property as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess date that is twenty (20) Business Days after written notice to Purchaser of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingMaterial Taking.