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. 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 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. (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 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 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. (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 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. (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 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. (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. 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. 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 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. 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. 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 of a taking or condemnation of the Premises, or any portion thereof, and Sublessee hereby waives all rights under applicable law to a▇▇▇▇, 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 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 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 equitably abated as of the effective date 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 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 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 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. (a) In Except as provided to the contrary in this Section 18, 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, 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 Lessee 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, Lessee may at its election made within thirty (30) days of the effective date of such Taking, terminate this Lease 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”. Lessor alone shall be (x) entitled to receive and retain any award for a taking or condemnation other than a temporary taking; provided, however, Lessee shall be entitled to submit its own claim in the event of any such taking or condemnation with respect to the value of Lessee’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 Lessee 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, Lessee 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 If, prior to the event that Closing, all or any substantial portion part of the Property 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 Seller has received written 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 threatened or any substantial portion contemplated condemnation or of the Propertysuch taking or sale, prior to Closing, and Purchaser may elect to terminate this Contract by written notice thereof to Seller given within ten thirty (1030) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution receipt of such condemnation proceedingnotice from Seller, and elect to cancel this Agreement. Purchaser waives any right to terminate as a result of disclosures set forth in the case of such terminationSchedule 4.1(m), if any. If Purchaser chooses to cancel this Agreement in accordance with this Section 7.2, 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. 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 of the Property 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, 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 Seller in and to any proceeds actually received by Seller attributable awards applicable to the Property from that have been or that may thereafter be made for such taking. At such time as all or a part of the 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 and Purchaser has delivered the Additional ▇▇▇▇▇▇▇ Money to Escrow Agent, (i) Purchaser shall thereafter be permitted to participate in the proceedings as if Purchaser were a party to the action, and (ii) Seller 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, prior to the event that Closing, all or any substantial portion part of the Property 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 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 threatened or any substantial portion contemplated condemnation or of the Propertysuch taking or sale, prior to Closing, and Purchaser may elect to terminate this Contract by written notice thereof to Seller given within ten thirty (1030) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution receipt of such condemnation proceedingnotice from Seller, and elect to cancel this Agreement. If Purchaser chooses to cancel this Agreement in the case of such terminationaccordance with this Paragraph 17, 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 provisions of this Contract which those obligations that expressly survive the termination of this Contracthereof. If Purchaser does not elect to cancel this Agreement in accordance herewith, this Agreement shall remain in full force and effect and the sale of the Property 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 Purchase Price, and at the Closing, Seller shall assign, transfer, and set over to Purchaser all of the right, title, and interest of Seller in and to any awards that have been or that may thereafter be made for such taking. At such time as all or a part of the Property is subjected to a bona fide threat of condemnation and Purchaser shall not have elected to terminate this Contract Agreement as aforesaid hereinabove provided, Purchaser shall be permitted to participate in the proceedings as if Purchaser were a party to the action. Seller shall not settle or the taking is not substantial, then both parties shall proceed agree to close the transaction contemplated herein any award or payment 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 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 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 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. 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 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. (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 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, 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 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) Except as otherwise provided in Paragraph 19(e) below, if title to all of the Premises is taken for any public or quasi-public use under any statute, or if all or a material portion of the parking facilities located on the Premises are taken, or if there is no longer substantially the same access to the Premises from a public street, or by right of eminent domain, or if title to so much of the Premises is so taken that a reasonable amount of reconstruction of the Premises will not result in the Premises being a practical improvement reasonably suitable for Lessee's continued use and occupancy in substantially the same manner, then, in either event, at Lessee's option, this Lease shall terminate on the date that possession of the Premises, or such part of the Premises, is taken. Any taking which results in the termination of this Lease under this Paragraph 19 (a) is hereinafter sometimes called a "Total Taking." (b) Except as otherwise provided in Paragraph 19(e) below, if any part of the Premises shall be so taken and, the Lease is not terminated as provided in Paragraph 19 (a) above (a "Partial Taking") , then this Lease shall, as to the part so taken, terminate as of the date that possession of such part is taken, and the rent shall be equitably reduced based on the loss in value to Lessee's Interest (as defined below) as determined per subparagraph (i) below. (c) In the event that all or of 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 terminationTotal Taking, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser rights and neither party shall have any further rights, duties, or obligations hereunder except for provisions interests 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 Lessor and assign its interest Lessee in and to the balance entire award or aggregate of any unpaid proceeds, separate awards to Lessor and there Lessee for such Total Taking less the cost of the determination of the amount thereof (the "Condemnation Proceeds") 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 paid and distributed 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 Lessor and Lessee pro rata in accordance with Section 9.1(a)the ratio of Lessor's Interest to Lessee's Interest, and if the proceeds payable determined in accordance with respect to the Property subparagraph (i) below as a result of condemnation exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price date of taking as if there were no taking and this Lease were in full force and effect. "Lessor's Interest" shall be paid the value of Lessor's interest in the Premises, subject to Seller (in addition this Lease. "Lessee's Interest" shall be the value of Lessee's leasehold interest pursuant to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingthis Lease.

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 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. (aA) The Grantor shall give State Farm prompt notice of any proceedings, instituted or threatened, seeking condemnation or taking by eminent domain or any like process (a "TAKING") of all or any part of the Real Estate or Improvements including any easement thereon or appurtenance thereto (including severance of, consequential damage to, or change in grade of streets), and shall deliver to State Farm copies of any and all papers served in connection with any such proceeding. (B) Grantor hereby assigns, transfers, and sets over unto State Farm the entire proceeds of any and all awards resulting from any Taking (the "AWARD"). State Farm is hereby authorized to collect and receive from the condemnation authorities the entire Award and is further authorized to give appropriate receipts and acquittances therefor. (C) In the event that of any such Taking, any and all such Award shall be applied, in State Farm's sole discretion: (I) to the installments of the Indebtedness in the inverse order of their maturity (provided, however, no premium or penalty shall be payable in connection with any prepayment of the Indebtedness made out of such Award as aforesaid); or (II) to the cost of Restoration of the Real Estate and Improvements or any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu part thereof. Provided however, or if any condemnation proceeding is commenced for all or any substantial portion of the PropertyCredit Lease, 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 as described 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(aSECTION 3.18(B), a "substantial portion" of requires the Property shall be deemed to be (x) any portion Restoration of the Improvements, then so long as (yI) no Event of Default is in existence on the date of such Taking and no event has occurred as of such date which with the passage of time, the giving of notice or both, would constitute an Event of Default, and (II) no tenant under any portion Credit Lease is in default thereof as of such date and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default by the tenant under any Credit Lease, such Award, after deducting therefrom any expenses incurred in the collection of the Property that restricts or reduces the existing access Award, shall be used 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 reimburse Grantor for the Property, the portion cost of such proceeds Restoration as set forth 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 ClosingSECTION 3.10.

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) 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 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 other amounts awarded for the taking of, or injury to, the Property shall be paid to METLIFE who shall have the right, in its sole and absolute discretion, to apply the amounts so received against (a) the costs and expenses of METLIFE, including reasonable attorneys' fees incurred in connection with collection of such amounts, and (b) the balance against the Indebtedness; provided, however, that if (i) no Event of Default shall have occurred and be continuing hereunder, (ii) Borrower provides evidence satisfactory to METLIFE of its ability to pay all amounts becoming due under the Note during the pendency of any condemnation proceeding is commenced for all restoration or any substantial portion repairs to or replacement of the Property, (iii) METLIFE determines, in its sole discretion, that the proceeds of such award are sufficient to restore, repair, replace and rebuild the Property as nearly as possible to its value, condition and character immediately prior to Closingsuch taking (or, Purchaser may elect if the proceeds of such award are insufficient for such purpose, if Borrower provides additional sums to terminate this Contract by written notice thereof METLIFE's satisfaction so that the aggregate of such sums and the proceeds of such award will be sufficient for such purpose), and (iv) Borrower provides evidence satisfactory to Seller within ten (10) days after Seller notifies Purchaser METLIFE that none of the condemnation, tenants of the Property will terminate their lease agreements as a result of either the condemnation or taking or deed in lieu the repairs to or institution replacement of the Property, the proceeds of such award, together with additional sums provided by ▇▇▇▇▇▇▇▇, shall be placed in a separate account for the benefit of METLIFE and Borrower to be used to restore, repair, replace and rebuild the Property as nearly as possible to its value, condition and character immediately prior to such taking. All work to be performed in connection therewith shall be pursuant to a written contract therefor, which contract shall be subject to the prior approval of METLIFE. To the extent that any funds remain after the Property has been so restored and repaired, the same shall be applied against the Indebtedness in such order as METLIFE may elect. To enforce its rights hereunder, METLIFE shall be entitled to participate in and control any condemnation proceedingproceedings and to be represented therein by counsel of its own choice, and in the case of such termination, the ▇▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, dutieswill deliver, 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 cause to be (x) any portion of delivered to METLIFE such instruments as may be requested by it from time to time to permit such participation. In the Improvementsevent METLIFE, (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 any such judgment, decree or award, believes that the Purchase Price for the Property, the portion payment or performance of such proceeds in excess any of the Purchase Price shall be paid to Seller (in addition to Indebtedness is impaired, METLIFE may declare all of the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingIndebtedness immediately due and payable.

Condemnation. (a) In If, prior to the event that Closing, all or any substantial portion part of the ------------ Property 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 Seller has received written 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 threatened or any substantial portion contemplated condemnation or of the Propertysuch taking or sale, prior to Closing, and Purchaser may elect to terminate this Contract by written notice thereof to Seller given within ten thirty (1030) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution receipt of such condemnation proceedingnotice from Seller, and elect to cancel this Agreement. If Purchaser chooses to cancel this Agreement in the case of such terminationaccordance with this Section 7.2, 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. 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 of the Property 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, 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 Seller in and to any proceeds actually received by Seller attributable awards applicable to the Property from that have been or that may thereafter be made for such taking. At such time as all or a part of the 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) Seller 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, 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. (a) In If, prior to the event that Closing, all or any substantial portion part of the Property 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 Seller has received written 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 threatened or any substantial portion contemplated condemnation or of the Propertysuch taking or sale, prior to Closing, and Purchaser may elect to terminate this Contract by written notice thereof to Seller given within ten thirty (1030) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution receipt of such condemnation proceedingnotice from Seller, and elect to cancel this Agreement. If Purchaser chooses to cancel this Agreement in the case of such terminationaccordance with this Section 7.2, 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. 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 of the Property 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, 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 Seller in and to any proceeds actually received by Seller attributable awards applicable to the Property from that have been or that may thereafter be made for such taking. At such time as all or a part of the 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) Seller 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, 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 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) 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 If, prior to the event that Closing, all or any substantial portion part of the Property 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 Seller has received written 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 threatened or any substantial portion contemplated condemnation or of the Propertysuch taking or sale, prior to Closing, and Purchaser may elect to terminate this Contract by written notice thereof to Seller given within ten thirty (1030) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution receipt of such condemnation proceedingnotice from Seller, and elect to cancel this Agreement. If Purchaser chooses to cancel this Agreement in accordance with this Section 7.2, then the case of such termination, the ▇E▇▇▇▇▇▇ 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. 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 of the Property 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, 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 Seller in and to any proceeds actually received by Seller attributable awards applicable to the Property from that have been or that may thereafter be made for such taking. At such time as all or a part of the 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 either the 30-day period within which Purchaser has a right to terminate this Agreement pursuant to this Section 7.2 has expired or Purchaser has agreed to waive its right to terminate this Agreement), and provided that the Inspection Period has expired and Purchaser has delivered the Additional E▇▇▇▇▇▇ Money and the Second Additional E▇▇▇▇▇▇ Money, if applicable, to Escrow Agent, (i) Purchaser shall thereafter be permitted to participate in the proceedings as if Purchaser were a party to the action, and (ii) Seller 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 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 all Closing Date, any part of the Premises is taken (other than a temporary taking), by any party other than Purchaser, or if Seller shall receive an official notice from any substantial governmental authority, other than Purchaser, having eminent domain power over the Premises of its intention to take, by eminent domain proceeding, any part of the Premises (a “Taking”), then: (i) such Taking is “material taking” if such Taking would, if implemented, (1) take any 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 Building on the Property, prior (2) on a non-temporary basis negatively affect vehicular or pedestrian access to Closingand from the Property, Purchaser may elect or (3) take more than 25 parking spaces or such lesser number of parking spaces as would cause the Premises to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser no longer comply with the requirements of the condemnationany applicable law, taking Lease or deed in lieu or institution of such condemnation proceedingPermitted Encumbrance. If a Taking is not a material taking, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and then 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 right to terminate this Contract as aforesaid or Agreement, and the taking is not substantial, then both parties shall proceed to close nonetheless 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; provided, in which event however, that Seller shall, except on the Closing Date, (x) 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 incurred by Seller in Section 9.1(bconnection with such Taking, or (y) hereofif no award or other proceeds shall have been collected, deliver to Purchaser at the Closing an assignment 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 Propertyreasonable expenses incurred by Seller in connection with such Taking; provided, however, if the portion governmental authority is unwilling or unable to permit the assignment of rights to any such award to Purchaser, then Seller shall cooperate with Purchaser to obtain payment of such proceeds award at Purchaser’s direction, but in excess of the Purchase Price shall be paid Seller’s name, and pay any resulting award to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closing.Purchaser within five

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. 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 If the event that all whole or any substantial part of the Premises should be taken for any public or quasi-public use under governmental law, ordinance or regulation, or by right of eminent domain, or by private or governmental purchase in lieu thereof and the taking would prevent or materially interfere with the use of the Premises for the purposes contemplated by the Permitted Use, as reasonably determined by Tenant and Landlord, this Lease shall terminate and the Monthly Rent shall be abated during the unexpired portion of this Lease, effective when the Property is condemned physical taking of said Premises shall occur. If less than a substantial part of the Premises shall be taken for any public or taken quasi-public use under any governmental law, ordinance or by right of eminent domain domain, or conveyed by deed private purchase in lieu thereof, and this Lease is not terminated as provided in the subparagraph above, Landlord shall proceed with due diligence to make all repairs necessary to restore the Project to as near its former condition as circumstances will permit and the Lease shall remain in full force and effect, except that, effective on the date of taking or if any condemnation proceeding is commenced for all or any substantial conveyance, the Premises shall be reduced by the portion of the PropertyPremises so taken or conveyed, prior to Closing, Purchaser may elect to terminate this Contract and Rent shall be (a) proportionately reduced by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser the portion of the condemnation, taking Premises taken or deed in lieu or institution of such condemnation proceedingconveyed, 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 equitably reduced to the purpose extent that such taking or conveyance of this Section 9.1(a), a "substantial portion" other portions of the Property Premises or the Project materially and adversely interferes with the conduct of Tenant’s business. In the event of any such taking or private purchase in lieu thereof, Landlord and Tenant shall each be deemed entitled to be (x) any receive and retain such separate awards and/or portion of the Improvements, (y) lump sum awards as may be allocated to their respective interests in 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 Closingproceedings.

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. (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 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 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) 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 any condemnation proceeding filed prior to the event that Closing may result in a loss of all or more than fifteen percent (15%) of the Real Property or any substantial portion of the Real Property is condemned that would cause a loss of ingress or taken by eminent domain egress to the Real Property or conveyed by deed otherwise materially and adversely impair the operation of the Hotel (any or all of the foregoing instances shall be referred to herein as the “Condemnation Threshold”), then this Agreement shall, at Purchaser’s sole election, either (i) continue in lieu effect without modification of the terms thereof, or if any condemnation proceeding is commenced for all or any substantial portion of in which event, upon the Property, prior to Closing, Purchaser may elect shall be entitled to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnationany compensation, taking awards, or deed in lieu other payments or institution of relief resulting from such condemnation proceeding, or (ii) terminate by Purchaser’s written notice to Seller and in the case Escrow Agent delivered within five (5) days after receipt by Purchaser of notice of such terminationcondemnation, in which event (a) this Agreement shall automatically terminate, (b) the Escrow Agent shall immediately release and return the ▇▇▇▇▇▇▇ Money Deposit (including any interest accrued thereon) to Purchaser, (c) each party shall be returned to Purchaser pay one-half (1/2) of the expenses of escrow and (d) neither party shall have any further rightsobligation to the other party hereunder, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this ContractSurviving Obligations. If Purchaser does not elect to terminate this Contract as aforesaid Agreement within such time period, or if any such occurrence does not meet the taking is not substantialCondemnation Threshold, then both parties this Agreement shall proceed to close the transaction contemplated herein pursuant to continue in effect without modification of the terms hereofthereof, in which event Seller shallevent, upon the Closing, Purchaser shall be entitled to any compensation, awards, or other payments or relief resulting from such condemnation proceeding, except as limited in Section 9.1(b) hereof, deliver with respect 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 Improvementscompensation, (y) any portion award or payment, if any, which shall equal the costs of the Property that restricts repairs or reduces the existing access restoration performed by or on behalf of Seller for repairs or restoration performed by Seller prior to the Property, or (z) any portion of Closing Date in connection with and in order to remediate 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 Hotel as a result of condemnation exceed the Purchase Price for the Propertysuch condemnation, the which 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 Closingretained by Seller.

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 thereofBuyer may, or if any condemnation proceeding is commenced for all or any substantial portion of the Propertyat its option, prior to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller given within ten thirty (1030) days after Seller notifies Purchaser Buyer receives notice of any material proceedings in eminent domain that are contemplated, threatened or instituted by any body having the condemnation, taking or deed in lieu or institution power of eminent domain (and if necessary the Closing Date shall be extended to give Buyer the full 30 day period to make such condemnation proceeding, election): (i) terminate this Agreement and in the case of such termination, the ▇E▇▇▇▇▇▇ Money Deposit (plus interest earned thereon) shall be immediately returned to Purchaser and neither party shall have any further rights, duties, Buyer; or obligations hereunder except for provisions of (ii) 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 to the terms hereofAgreement, 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 Closing, assign to the Property from such condemnationBuyer its entire right, eminent domain proceeding or deed in lieu thereof title and assign its interest in and to any condemnation award and, after the balance end of the Initial Inspection Period, Buyer shall have the right during the pendency of this Agreement to participate in negotiations with the condemning authority with respect to such matter. As used in this Section 4.2, the term “material proceeding” shall mean any proceeding in eminent domain that (a) adversely affects the orientation of any unpaid proceedsbuildings comprising the Project, and there shall be no reduction in the Purchase Price. (b) For adversely affects the purpose availability of this Section 9.1(a)parking for the Project, a "substantial portion" of (c) adversely affects legal access to the Property shall be deemed to be Project or (xd) causes any portion of the Improvements, (y) any portion of building comprising the Property to be considered a non-conforming use or a similar designation that restricts or reduces would prohibit the existing access to the Property, or (z) any portion reconstruction 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 such building in accordance with Section 9.1(athe Plans and Specifications following the damage or destruction of such building. If any taking or exercise of eminent domain does not have a material adverse effect as described in the immediately preceding sentence (e.g. a minor widening of a public right-of-way or a public utilities easement), such proceeding shall not entitle Buyer to terminate this Agreement and if Buyer shall proceed under this Agreement, in which event Seller shall, at the proceeds payable Closing, assign to Buyer its entire right, title and interest in and to any condemnation award and, after the end of the Initial Inspection Period, Buyer shall have the right during the pendency of this Agreement to participate in negotiations with the condemning authority 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 Closingmatter.

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 other amounts awarded for the taking of, or injury to, the Property shall be paid to METLIFE who shall have the right, in its sole and absolute discretion, to apply the amounts so received against (a) the costs and expenses of METLIFE or Trustee, including reasonable attorneys' fees incurred in connection with collection of such amounts, and (b) the balance against the Indebtedness; provided, however, that if (i) no Event of Default shall have occurred and be continuing hereunder, (ii) Borrower provides evidence satisfactory to METLIFE of its ability to pay all amounts becoming due under the Note during the pendency of any condemnation proceeding is commenced for all restoration or any substantial portion repairs to or replacement of the Property, (iii) METLIFE determines, in its sole discretion, that the proceeds of such award are sufficient to restore, repair, replace and rebuild the Property as nearly as possible to its value, condition and character immediately prior to Closingsuch taking (or, Purchaser may elect if the proceeds of such award are insufficient for such purpose, if Borrower provides additional sums to terminate this Contract by written notice thereof METLIFE's satisfaction so that the aggregate of such sums and the proceeds of such award will be sufficient for such purpose), and (iv) Borrower provides evidence satisfactory to Seller within ten (10) days after Seller notifies Purchaser METLIFE that 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 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" tenants 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 will terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property their lease agreements as a result of either the condemnation exceed or taking or the Purchase Price for repairs to or replacement of the Property, the portion proceeds of such proceeds award, together with additional sums provided by Borrower, shall be placed in excess a separate account for the benefit of METLIFE and Borrower to be used to restore, repair, replace and rebuild the Property as nearly as possible to its value, condition and character immediately prior to such taking. All work to be performed in connection therewith shall be pursuant to a written contract therefor, which contract shall be subject to the prior approval of METLIFE. To the extent that any funds remain after the Property has been so restored and repaired, the same shall be applied against the Indebtedness in such order as METLIFE may elect. To enforce its rights hereunder, METLIFE shall be entitled to participate in and control any condemnation proceedings and to be represented therein by counsel of its own choice, and Borrower will deliver, or cause to be delivered to METLIFE such instruments as may be requested by it from time to time to permit such participation. In the event METLIFE, as a result of any such judgment, decree or award, believes that the payment or performance of any of the Purchase Price shall be paid to Seller (in addition to Indebtedness is impaired, METLIFE may declare all of the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingIndebtedness immediately due and payable.

Condemnation. At Closing, Seller shall assign to Buyer all of Seller’s right, title and interest in and to all awards paid or payable by or on behalf of any condemning authority by reason of any exercise of the power of eminent domain with respect thereto or for the taking of the Real Property, Improvements, or any part thereof occurring following the Effective Date. If after the expiration of the Due Diligence Period and prior to the Closing Date, all or any portion of the Real Property is taken, or if access thereto or parking is reduced or restricted, by eminent domain proceedings (aor if such taking, reduction or restriction is pending, threatened or contemplated) (hereinafter a “Condemnation Proceeding”), Seller shall promptly notify Buyer of such fact. In the event that all or any substantial such notice relates to the taking of a material (as defined below) portion of the Real Property is condemned or taken by eminent domain or conveyed by deed Improvements, Buyer shall have the option, in lieu thereofits sole and absolute discretion, 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 Agreement upon written notice thereof to Seller within ten given not later than thirty (1030) 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 termination, Seller’s notice; whereupon the ▇▇▇▇▇▇▇ Money Deposit less the Independent Contract Consideration and Non-Refundable EMD shall be returned refunded to Purchaser Buyer and thereafter neither party shall have any further rights, dutiesobligations or liabilities hereunder, or obligations hereunder except for provisions of this Contract those rights and obligations which expressly survive the termination of this ContractAgreement. If Purchaser does not terminate For the purposes of 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 proceedsSection, and there shall be no reduction in without limiting the Purchase Price. (b) For generality of the purpose of this Section 9.1(a)foregoing, a "substantial portion" of the Property taking shall be deemed to be material if it (xi) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing eliminates access to the Real Property, or (zii) any portion reduces the value of the parking lot that reduces the existing aggregate parking spaces remaining Property, in Seller’s good faith judgment, by more than five percent (5%) of the Purchase Price, or renders (iii) reduces the Property in violation of existing zoning requirements. Notwithstanding anything parking available to the contrary contained in Section 9.1(a)Improvements to an extent that requires a variance from any parking ratio requirements pursuant to Legal Requirements, if Purchaser has or (iv) causes the Real Property or Improvements to be non-conforming pursuant to Legal Requirements. If Buyer does not timely elected elect to terminate in accordance with Section 9.1(a)this Agreement as herein provided, and if the proceeds payable with respect parties shall proceed to the Property as a result Closing pursuant to the terms hereof without modification of condemnation exceed the terms of this Agreement and without any reduction in the Purchase Price for but Seller shall pay to Buyer any award received by Seller prior to Closing and Buyer shall have the Propertyright to participate with Seller in any Condemnation Proceeding affecting the Real Property or Improvements, the portion of such proceeds and Buyer and Seller shall cooperate with each 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 12.1. If at any time prior to the event that expiration of the Inspection Period, all or any substantial portion of the Property is condemned or taken by eminent domain or conveyed proceedings by deed in lieu thereof, any public authority or if a notice of any such prospective condemnation proceeding or taking is commenced for all or given by any substantial portion of the Propertypublic authority (“Condemnation”) and such Condemnation is “material” (as defined below), prior to Closing, Purchaser then Buyer may elect to terminate this Contract Agreement by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of with a copy to the condemnationTitle Insurer, taking or deed in lieu or institution of such condemnation proceeding, and in which event the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser Buyer, and, thereafter, this Agreement shall be null and void and neither party shall have any further rightsother claim against the other under this Agreement, dutiesnor any other legal or equitable cause of action against the other. Seller shall give Buyer written notice of any actual or threatened taking within fifteen (15) business days after Seller’s receipt of written notice of any such actual or threatened taking, 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 hereofand, in which event Seller shallany event, except as limited in Section 9.1(b) hereof, deliver prior 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) Closing. For the purpose purposes of this Section 9.1(a)12.1, a "substantial portion" of the Property “material” Condemnation shall be deemed to be (x) a Condemnation of any portion of the Improvements, Property: (yi) any portion in which taking of the Property that restricts is proposed which exceeds $100,000.00 in value, or reduces (ii) which will affect the existing access to zoning of the Property, or (ziii) which will, in Buyer’s reasonable estimation, materially affect access to or the amount of parking available on the Property. 12.2. If a Condemnation occurs at any portion time after the expiration of the parking lot that reduces Inspection Period but prior to Closing, then Buyer shall have the existing aggregate parking spaces option to extend the Closing Date for a period of forty-five (45) days after the date Seller notifies Buyer in writing of such condemnation, and: 12.2.1. If the Condemnation is a material Condemnation, Buyer may terminate this Agreement by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything written notice to Seller with a copy to the contrary contained Title Insurer, given not later than forty-five (45) days after the date Seller notifies Buyer in writing of such Condemnation. If this Agreement is terminated pursuant to this Section 9.1(a)12.2.1, if Purchaser has then the Deposit shall be returned to Buyer, and, thereafter, this Agreement shall be null and void and neither party shall have any other claim against the other under this Agreement, nor any other legal or equitable cause of action against the other; or 12.2.2. If Buyer does not timely elected exercise its right to terminate pursuant to Section 12.2.1, or in accordance the event the applicable Condemnation is not material, then the parties shall proceed with Section 9.1(a), and if the proceeds payable Closing 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 abatement of the Purchase Price Price, but all condemnation awards paid or payable to Seller shall belong to Buyer and shall be paid over and assigned to Buyer at Closing, and Seller (shall further execute all assignments and any other documents or other instruments as Buyer may reasonably request or as may be necessary to transfer all interest in addition all such proceeds and/or awards to the Purchase Price) at the Closing. The foregoing provision Buyer or to whomever Buyer shall survive the Closingdirect.

Condemnation. (a) In the event that all or any substantial portion of the Property is condemned shall be taken in condemnation or taken by under the right of eminent domain or conveyed by deed in lieu prior to the Closing Date, Seller shall promptly notify Purchaser thereof, or if any condemnation proceeding is commenced for all or any substantial portion . Within five (5) Business Days after receipt of the Property, prior to Closingforegoing notice, Purchaser may elect 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 Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser Agreement, receive a refund 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 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 five (5) 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 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 of the Property that restricts or reduces the existing access to the Property, or lesser of (zI) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) of the parking spaces for the Property, or renders (II) such number of parking spaces as would leave the Property in violation of existing any zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a)ordinance, if Purchaser has not timely elected to terminate in accordance with Section 9.1(a)lease, reciprocal easement agreement or declaration of covenants, conditions and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for restrictions affecting the Property, (C) any taking which gives rise to a right on behalf of any tenant under a Tenant Lease to terminate its Tenant Lease, and (D) any taking which materially alters the portion means of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition vehicular access to the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingProperty.

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 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 Lender, 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 determines 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 before 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 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%) Lender in and to such substitute Project Improvements). In such case, any Net Proceeds received from any award 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 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 Company determines that it is not practicable or 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 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, the portion 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 proceeds in excess restoration or acquisition, be entitled to any reimbursement from the City, the Trustee or the Owners 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 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 Company.

Condemnation. (a) In the event that all or any substantial significant portion (as hereinafter defined) of the Real Property is condemned or taken by eminent domain domain, condemnation or conveyed similar proceeding (or is the subject of a pending taking which has not yet been consummated) between the date of this Agreement and the Closing, Seller shall notify Purchaser of such fact promptly after obtaining knowledge thereof. Purchaser shall have the right to terminate this Agreement by deed in lieu thereofdelivering notice to Seller no later than fifteen (15) days after the earlier of (i) its receipt of Seller’s notice, or if any condemnation proceeding is commenced for all or any substantial portion (ii) such earlier date as Purchaser learns of the Propertysubject taking, prior and the Closing shall be extended, if necessary, to Closing, provide sufficient time for Purchaser may to make such election. The failure by Purchaser to so elect to terminate this Contract by written notice thereof Agreement within such fifteen (15) day period shall be deemed an election not to Seller within ten (10) days after Seller notifies Purchaser terminate this Agreement. For purposes hereof, a “significant portion” of the condemnationReal Property shall mean (i) such a portion as shall have a value, taking or deed as reasonably determined by Seller, in lieu or institution excess of such condemnation proceedingfour percent (4%) of the Purchase Price, and (ii) any portion of the improvements, (iii) any portion of the parking, (iv) any access, and/or (v) any portion that would cause the Property to not comply with applicable laws. If Purchaser elects to terminate this Agreement in accordance with the case of such terminationforegoing terms, the ▇▇▇▇▇▇▇ Money Deposit shall be returned refunded to Purchaser and neither party shall have any further rights, duties, obligations or obligations hereunder liabilities under this Agreement except for provisions of this Contract those which are expressly stated herein to survive the termination of this ContractAgreement. If (a) Purchaser does not elect to terminate this Contract Agreement as aforesaid in the event all or any significant portion of the Real Property is taken, or (b) a portion of the Real Property not constituting a significant portion of the Real Property is taken or becomes subject to a pending taking is not substantialby eminent domain, then both parties there shall proceed be no abatement of the Purchase Price; provided, however, that, at the Closing, Seller shall pay to close Purchaser the transaction contemplated herein pursuant amount of any award for, or other proceeds on account of, such taking which have been actually paid to Seller between the date of this Agreement and the Closing as a result of such taking (less all costs and expenses, including attorneys’ fees and costs, incurred by Seller as of the Closing in obtaining payment of such awards or proceeds) and, to the terms hereofextent such award or proceeds have not been paid to Seller, 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 the rights 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 proceedsto, and there Purchaser shall be no reduction in entitled to receive and retain, all awards for the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" taking of the Real Property shall be deemed to be (x) any or the subject 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) If, prior to the Closing Date, all or any part of the Property is taken by eminent domain (or is the subject of a pending taking or a taking which has been announced by a Governmental Authority, which, in either case, has not been consummated), the Seller shall promptly give the Purchaser written notice thereof and the following shall apply: (b) In the event that a "material part of the Property" (as defined below) is taken (or is the subject of a pending taking or a taking which has been announced by a Governmental Authority, which, in either case, has not been consummated), either party may, by written notice to the other, elect to cancel this Agreement prior to the Closing Date and thereupon this Agreement shall be deemed null and void and the parties shall be released from all or any substantial portion further obligation and liability hereunder. (c) In the event an immaterial part of the Property is condemned taken (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 subject 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, a pending taking or deed a taking which has been announced by a Governmental Authority, which, in lieu or institution of such condemnation proceedingeither case, and in the case of such terminationhas not been consummated), the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party shall have any further rights, duties, right to cancel this Agreement or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not if neither party exercises its 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 to Section 10.5(b), title shall nonetheless close in accordance with this Agreement, without any abatement on the terms hereofpart of the Purchaser by reason of such taking; provided, in which event Seller shallhowever, except as limited in Section 9.1(b) hereofthat, deliver to Purchaser at the Closing any proceeds actually received by Closing, the Seller attributable shall pay to the Property from Purchaser the amount of any award for or other proceeds on account of such condemnation, eminent domain proceeding or deed in lieu thereof taking which may have been paid as a result of such taking and assign its interest in shall execute and deliver an assignment (without recourse to the balance Seller) of any unpaid proceeds, and there shall all future sums to be no reduction paid by the Governmental Authority in the Purchase Priceconnection with such taking. (bd) For the purpose purposes of this Section 9.1(a)10.5, a "substantial portion" material part of the Property Property" shall be deemed to be (x) any portion mean 10% of the Improvementsrentable square footage of the Property, (y) any or a lesser portion of the Property that restricts as, when so taken, would leave remaining a balance of the Property which, due either to the area so taken or reduces the location of the parts so taken in relation to the part not so taken, would not, under economic conditions, Zoning laws or building regulations then existing or prevailing, readily accommodate a new or reconstructed building or buildings of a type and size generally similar to the building or buildings existing on the date of such taking or would result in the lack of reasonable access to public roads. (e) The Seller, prior to the PropertyClosing Date and upon the collection of the award made in connection with a taking, shall cause to be promptly commenced all work necessary to restore or repair the damage or destruction caused by such taking. The Seller shall cause to be entered into such Contracts and agreements and cause to be prepared such plans and specifications as may necessary to undertake such work, subject in each case to the approval of the Purchaser, which approval shall not be unreasonably withheld. Such Contracts, agreements, plans and specifications shall not be modified or amended without the Purchaser's approval, such approval not to be unreasonably withheld. If such restoration or repair shall not be completed by the Closing Date, then the Closing Date shall be adjourned until restoration or repair is completed, or (z) any portion of at 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 PropertyPurchaser's option, the portion of Seller and the Purchaser nevertheless shall proceed with the Closing. In such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) event, at the Closing. The foregoing provision , the Seller shall survive assign to the ClosingPurchaser any and all Contracts and agreements entered into by the Seller in connection with such restoration and repair, together with any plans and specifications prepared in connection therewith.

Condemnation. (a) In If prior to the event that Closing, condemnation proceedings are commenced or threatened against 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, the Seller shall notify the Purchaser of such proceedings or threats of condemnation. During the term of this Agreement, the Seller shall notify the Purchaser of material developments in such condemnation proceedings, shall provide the Purchaser with a copy of each and every correspondence, pleading, data and any and all other documents which the Seller or any of its agents either receives or generates related to such condemnation and shall consult with the Purchaser regarding major decisions by the Seller in such proceedings. (b) If, prior to the Closing, condemnation proceedings are commenced against any material portion of the Property or against such portion of the Property that in Purchaser's reasonable judgment materially affects Purchaser's intended use thereof, then in such an event the Purchaser may may, at its option, (i) elect to terminate this Contract Agreement by providing the Seller with written notice thereof to Seller of such termination within ten (10) days after Seller notifies Purchaser the Purchaser's receipt of the condemnation, taking or deed in lieu or institution notice of such condemnation proceedingproceedings from the Seller, and but in no event later than the case date of such terminationthe Closing, in which event the Earn▇▇▇ ▇▇▇▇▇▇▇ Money Deposit ey shall be immediately returned to the Purchaser and neither party thereafter each of the parties shall have any be relieved of and from all further rights, duties, or obligations arising hereunder except other than for provisions of this Contract which expressly such obligations as are intended to survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid Agreement, or (ii) purchase the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein pursuant to Property under the terms hereofof this Agreement, in which event Seller shallevent, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing Closing, the Seller shall (x) assign to the Purchaser any proceeds actually and all condemnation awards and all other condemnation fees and sums received by the Seller attributable relating to the Property from such condemnation(excluding business damages relating to periods prior to the Closing), eminent domain proceeding or deed in lieu thereof and (y) assign its all of the Seller's interest in and to any future condemnation awards, fees and other condemnation sums to which the balance Seller may be entitled relating to the Property (excluding business damages relating to periods prior to the Closing) and (z) to the extent applicable to the Property, allow the Purchaser to assume the defense of any unpaid proceedspending or threatened condemnation or similar proceeding, and there shall be no reduction cooperate with the Purchaser in the Purchase Priceconduct of such defense, including without limitation, delivering to the Purchaser all correspondence, pleadings, evidence, data, and other documentation received, assembled, or prepared by or for the Seller in connection with such proceeding. (bc) For If, prior to the purpose of this Section 9.1(a)Closing, condemnation proceedings are commenced against less than a "substantial portion" material portion of the Property shall be deemed to be (x) any portion of the Improvements, (y) any or against such 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.Purchaser's

Condemnation. (a) In the event that all or any substantial portion of the Property is condemned or taken by If proceedings in eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of are instituted with respect to the Property, prior to Closingthe Central Plant, any material portion of either, 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 its entire right, title and interest in and to any condemnation award, and Purchaser shall have the sole right (as between Seller and Purchaser) 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 time required above, then Purchaser shall be deemed to have elected option (b) above. If proceedings in eminent domain are instituted with respect to a portion of the Property or Central Plant that is not material, then the parties shall proceed under this Agreement in the same manner as described in clause (b) above. As used in this Section 6.3 a proceeding shall involve a “material” portion of the Property or Central Plant if either (1) it involves the permanent elimination of rentable space, points of access to the Real Property or parking spaces to a material degree such that the Property is no longer in compliance with legal requirements as a result of such taking, (2) as a result thereof, any proceeds actually received by Seller attributable tenant(s) under Lease(s) in the aggregate demising [***] rentable square feet or more have the right to terminate their respective Lease(s) and have not waived such right, (3) the portion of the Property subject to proceedings in eminent domain has a value which, in Seller’s reasonable estimation, exceeds [***], (4) it results in the interruption of services to the Property from such condemnation, eminent domain proceeding the Central Plant anticipated by the owner of the Central Plant to extend 60 or deed in lieu thereof and assign its interest in and to more days following the balance of any unpaid proceeds, and there shall be no reduction Closing Date or (5) in the Purchase Price. (b) For the purpose event 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 interruption 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 services to the Property as a result of condemnation exceed from the Purchase Price Central Plant for less than 60 days following the PropertyClosing Date, the portion of such proceeds in excess of the Purchase Price shall be paid to Purchaser not receiving from Seller (in addition through the assignment of Seller’s rent loss insurance proceeds or otherwise) sufficient compensation to cover all rent loss applicable to any period on and after the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingClosing Date.

Condemnation. (a) In the event that all on or any substantial portion of after the Property is condemned date hereof and on 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, condemnation proceedings or proceedings in eminent domain are instituted or threatened with respect to any Parcel or any portion thereof, Seller shall promptly notify Purchaser may elect thereof. In the event such condemnation proceedings or proceedings in eminent domain are with respect to terminate this Contract any Parcel or any material portion thereof, Purchaser may, at its option, by written notice thereof to Seller given within ten thirty (1030) days after Seller notifies Purchaser of such proceedings (and if necessary the condemnationClosing Date shall be automatically extended to give Purchaser the full thirty (30) day period to make such election), taking or deed either: (i) terminate this Agreement in lieu or institution of such condemnation proceeding, and in the case of such terminationwhich event, the ▇▇▇▇▇▇▇ Money Deposit and, if applicable, the Additional Deposit shall be returned refunded to Purchaser Purchaser, this Agreement shall become null and neither party shall have any further rights, duties, or obligations hereunder void (except for those provisions of this Contract which that expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or Agreement) and the taking is not substantial, then both parties shall proceed to close the transaction contemplated herein have no further obligations hereunder (except pursuant to those provisions that expressly survive the terms hereoftermination of this Agreement) or (ii) proceed under this Agreement, 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 any condemnation award with respect to the balance of any unpaid proceedsaffected Parcel, 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 (xi) any above. For purposes of this Section 11.2, a condemnation or eminent domain proceeding with respect to a “material portion” of the Parcel shall mean a proceeding with respect to a portion of the ImprovementsParcel which, if taken or condemned, (yi) any portion would reduce the value 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 Parcel by more than One Million Dollars ($1,000,000.00), (ii) would result in the loss of five percent (5%) or renders more of the square footage of the improvements on the Parcel, (iii) would result in the Parcel becoming a non-conforming use under applicable zoning and/or building codes, (iv) would materially and adversely affect access to, services available for, or the visibility of the Parcel or (v) would result in a loss of any of the residency units at the Property existing as of the date hereof. In the event such condemnation proceedings or proceedings in violation eminent domain are not with respect to a material portion of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a)any Parcel, if then (i) Purchaser has shall not timely elected have any right to terminate in accordance with Section 9.1(a)this Agreement as a consequence of such condemnation, and if (ii) Seller shall, at the proceeds payable Closing, assign to Purchaser its entire right, title and interest in and to any condemnation award with respect to the Property as a result of condemnation exceed affected Parcel, and Purchaser shall have the Purchase Price for sole right after the Property, Closing to negotiate and otherwise deal with the portion condemning authority in respect of such proceeds in excess of the Purchase Price shall be paid to Seller (in addition to the Purchase Price) at the Closingmatter. The foregoing provision provisions of this Section 11.2 shall survive the ClosingClosing or any termination of this Agreement.

Condemnation. (a) In If at any time during the event that all Contract Term the whole or any substantial portion part of title to, or the Property is condemned or use of, the Facility shall be taken by eminent domain or conveyed by deed in lieu thereofCondemnation, 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 abatement or reduction in the Purchase Priceamounts payable by the Borrower under this Agreement or under the Facility Note. Except as otherwise provided in subsection (b) of this Section 7.2, the Borrower shall promptly restore the Facility (excluding any Land taken by Condemnation) to substantially the same condition and value as an operating entity as existed prior to such condemnation; or If the claim for loss resulting from such Condemnation is not greater than $250,000.00, the Borrower shall apply, or cause to be applied, to the replacement, repair, rebuilding or restoration of the Facility so much as may be necessary of any Net Proceeds of any Condemnation award resulting from claims for such Condemnation. (b) For The Borrower shall not be obligated, or in the purpose case of this an Event of Default under (iii) below, permitted to restore the Facility and the Net Proceeds of any Condemnation award shall not be applied as provided in Section 9.1(a7.2(a), a "substantial portion" of if: (i) the Property Borrower shall be deemed notify the Issuer that, in its sole judgment, it does not deem it practical or desirable to be (x) any portion of so restore the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the PropertyFacility, or (zii) any portion the Borrower shall exercise its option to accelerate this Agreement pursuant to Section 11.1 hereof, or (iii) an Event of Default under Section 10.1 hereof shall have occurred and shall have continued for (thirty) 30 days. (c) If the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) Facility Note and interest thereon has been fully paid or renders the Property in violation of existing zoning requirements. Notwithstanding anything provision therefor has been made, all such Net Proceeds shall be paid to the contrary contained Borrower for its own purposes. (d) The Issuer shall cooperate fully with the Borrower in Section 9.1(a), if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), the handling and if the proceeds payable conduct of any Condemnation proceeding 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 ClosingFacility.

Condemnation. (a) In If, prior to the event that Closing Date, all or any substantial portion “Significant Portion” (as hereinafter defined) of the Property is condemned taken, or taken rendered unusable for its current purpose or reasonably inaccessible by eminent domain (or conveyed by deed is the subject of a pending or contemplated taking which has not been consummated), Seller shall notify Purchaser of such fact and Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than thirty (30) days after receipt of Seller’s notice. For purposes of this Section 13.1 and Section 13.2 hereof, a “Significant Portion” shall mean Thirty Million Dollars ($30,000,000) or more in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion the aggregate of the value of the Property. If this Agreement is terminated as aforesaid, 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 Escrow Agent shall promptly return the condemnation, taking or deed in lieu or institution of such condemnation proceeding, Deposit and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned Interest to Purchaser and this Agreement shall terminate, and neither party shall have any further rights, duties, or obligations hereunder obligation under this Agreement except for provisions of those obligations which are expressly stated in this Contract which expressly survive the termination of this ContractAgreement to survive. If Purchaser does not elect to terminate this Contract as aforesaid Agreement, or if the portion of the Property which is taken or rendered unusable or reasonably inaccessible by eminent domain (or is the subject of a pending or contemplated taking which has not been consummated) is not substantiala Significant Portion of the Property, then both parties Purchaser shall proceed to close accept so much of the transaction contemplated herein pursuant to Property as remains after such taking with no abatement of the terms hereofPurchase Price, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser and at the Closing any proceeds actually received by Seller attributable shall assign and turn over to the Property from such condemnationPurchaser, eminent domain proceeding or deed in lieu thereof and assign its Purchaser shall be entitled to receive and keep, all of Seller’s interest in and to the balance of any unpaid proceeds, and there shall be no reduction in the Purchase Priceall awards for such taking by eminent domain. (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 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 either party may elect to terminate this Contract by written notice thereof to Seller the other party within ten (10) days after (i) in the case of Seller, Seller becomes aware of such condemnation, taking or deed in lieu, or institution of any such condemnation proceeding, or (ii) in the case of Purchaser, 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 . If 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 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 shall, except as limited in Section 9.1(b) hereof, at its option 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 or 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 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 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$75,000.00. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser neither party 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 thereofany Building, or if any condemnation proceeding interest therein, is commenced for all or any substantial portion of the Property, taken 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 (including the Purchase Price for filing of any notice of intended condemnation or proceedings in the Propertynature of eminent domain), at the election of Buyer by written notice to Seller delivered within 15 days of receipt by Buyer or notice of such condemnation, but no later than the Outside Closing Date, this Agreement and the Escrow shall be deemed immediately terminated as to such Building, and the entire award from the condemning authority shall be the sole property of Seller, and Buyer hereby irrevocably assigns to Seller all of Buyer's right, title and interest in and to any and all such awards. If an immaterial portion of any Building is taken prior to the Closing or if Buyer does not so elect to terminate this Agreement upon a material taking, then, at or following the Closing, the portion of such proceeds entire award shall be payable in excess accordance with the terms of the Purchase Price Lease for such Building, and Seller shall at Close of Escrow assign all of its rights in any such award to Buyer subject to the provisions of the Lease. If this Agreement and the Escrow are terminated as to one or more Buildings pursuant to this Section, then, notwithstanding any contrary provisions of this Agreement, Seller shall pay all Escrow cancellation charges, and the Deposit allocable to such Building(s) shall be paid returned to Seller (in addition to the Purchase Price) at the ClosingBuyer. The foregoing provision election of Buyer shall survive the Closingbe based on Buyer's business judgment, exercised in its sole and absolute discretion.

Condemnation. (a) In Except as provided to the contrary in this Section 18, this Master 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, 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 , 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 any Facility is permanently taken or condemned by any competent public or quasi-public authority, then (a) in the case of a permanent Complete Taking, Tenant may at its election made within thirty (30) days of the effective date of such Taking, terminate this Master Lease with respect to such Facility and the current Rent shall be returned to Purchaser and neither party shall have any further rights, dutiesprorated as of the effective date of such termination, or obligations hereunder except for provisions (b) in the case of this Contract which expressly survive a permanent Partial Taking, the termination Rent shall be abated to the same extent as the resulting diminution in Fair Market Value of this Contractthe portion of the Premises taken. If Purchaser does not terminate this Contract The award payable upon a Complete Taking shall be allocated (i) as aforesaid or provided by the taking is not substantialauthority, then both parties shall proceed to close (ii) in the transaction contemplated herein absence thereof, as agreed by the parties, or (iii) failing such agreement within thirty(30) days after the effective date of such Taking, pursuant to the terms hereofappraisal procedure described in Exhibit C. The resulting diminution in Fair Market Value on the effective date of a Partial Taking shall be as established pursuant to Exhibit C. Landlord alone shall be entitled to prosecute, in which event Seller shalllitigate, except as limited in Section 9.1(b) hereofcompromise and settle any condemnation claim, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnationComplete Taking or any Partial Taking, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of receive and retain any unpaid proceeds, and there shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), award for 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 requirementsPartial Taking. 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.-26-

Condemnation. (a) In If title to, or the event that temporary use of, the Project or the Project Site or any part thereof shall be taken under the exercise of the power of eminent domain, the Corporation shall be obligated to continue to make the rental and 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 Bondholder and the amount awarded to the Corporation for the taking of 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 leasehold estate of the PropertyCorporation in the Project, shall be paid to the Bondholder and applied in one or more of the following ways as shall be directed in writing by the Corporation: (1) To the restoration of the remaining Improvements located on the Project Site to substantially the same condition in which they 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 the exercise of the condemnationpower of eminent domain. (2) To the acquisition by construction or otherwise, taking or deed in lieu or institution of other structures, facilities and improvements suitable for the operations of the Corporation (the same to be subject to this Lease Agreement and the Indenture and be covered thereby) provided such condemnation proceeding, acquisition shall become a part of the Project and shall not result in the case creation or establishment of such termination, any liens or encumbrances on 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 Project prior to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at lien of 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 event the Net Proceeds are not sufficient to fully provide for the foregoing, the Corporation will nonetheless complete the work thereof and will pay to the Bondholder for the account of the Issuer that portion of the costs thereof in excess of the amount of the Net Proceeds or will pay the moneys necessary to complete said work. The Corporation shall not by reason of the payment of such costs (whether by direct payment thereof or payment to the Bondholder therefor) be entitled to any reimbursement from the Issuer or any abatement or diminution of the rents payable hereunder. (c) Any balance of such Net Proceeds remaining after the application thereof as provided in subsection (a) of this Section 9.1(a), a "substantial portion" shall be applied to the redemption of the Property Bond in whole or in part (depending on the amount of such excess) in the same manner and order specified in Section 8.07 of the Indenture for moneys collected or held by the Bondholder, or, if the Bond is fully paid, shall be deemed paid to be the Corporation. (xd) The Issuer shall cooperate fully with the Corporation in the handling and conduct of any portion 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 Corporation to litigate in any such proceeding in the name and behalf of the ImprovementsIssuer. In no event will the Issuer settle, (y) or consent to the settlement of, any portion prospective or pending condemnation proceeding without the prior written consent of the Property that restricts or reduces the existing access to the Property, or Corporation. (ze) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) 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 not timely elected as a result of such taking, the Corporation is entitled to terminate exercise an option to purchase the Project and duly do so 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 such taking as a result of condemnation exceed the Purchase Price shall be necessary to provide for the Property, the portion of such proceeds in excess full payment of the Purchase Price Bond shall be paid to Seller the Bondholder, and the excess thereafter remaining (in addition if any) shall be paid to the Purchase PriceCorporation. (f) at The Corporation 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 its own property not included in the ClosingProject.

Condemnation. With respect to each Contributed Property: (a) In If prior to the event that all or applicable Closing, any substantial portion of the Real 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 that involves the taking of a material portion of the PropertyImprovements (including the amenities or a material portion of the parking), or a taking that has the effect of preventing access to the Improvements (a “Material Condemnation”), ELRM shall promptly, but in any event within five (5) Business Days and prior to such Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser notify the ATA Parties in writing and in reasonable detail of the condemnationsame (the “Condemnation Notice”). The ATA Parties shall have the right to elect, taking or deed within fifteen (15) Business Days of receipt of the Condemnation Notice (and the applicable Closing Date shall, if necessary, be extended to give the ATA Parties the benefit of the entire fifteen (15) Business Day period), to exclude such Contributed Property from the Transactions by notifying ELRM in lieu or institution of writing, whereupon (i) such condemnation proceeding, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit Contributed Property shall be returned deemed an Excluded Property and (ii) the applicable Contribution Agreement, if any, shall terminate automatically without the need for further action by any party thereto. (b) If prior to Purchaser the applicable Closing, any portion of the Real Property is taken by eminent domain 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 either (i) such taking is not substantial, then both parties shall proceed to close a Material Condemnation or (ii) such Contributed Property is not excluded from the transaction contemplated herein Transactions pursuant to Section 3.2(a), then, the terms hereofobligations of the parties to consummate the Transactions shall not be affected, 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 notwithstanding 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 abatement or reduction in the Purchase Price. purchase consideration payable on account thereof except as herein provided. At such Closing, ELRM shall (bA) For cause the purpose Property Owner to assign, or the Contributed Entity or its Subsidiary to retain, as the case may be, all of this Section 9.1(a)its right, a "substantial portion" title and interest in and to all related condemnation proceeds payable (but not yet paid as of such Closing) and (B) to the extent that any Person (other than the Contributed Entity or any Subsidiary thereof) has received any such condemnation proceeds prior to such Closing, there shall be an abatement in an amount equal to such condemnation proceeds received by each such Person, less the amount of the Property costs and expenses, including reasonable attorneys’ fees and expenses, incurred in establishing and collecting such award. Such abatement 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 effected as a result of condemnation exceed reduction in the Purchase Price for the Property, the portion aggregate purchase consideration payable on account 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 ClosingContributed Property.

Condemnation. At Closing, Seller shall assign to Purchaser all of Seller’s right, title and interest in and to all awards in condemnation, or damages of any kind, to which Seller is entitled at the time of Closing, by reason of any exercise of the power of eminent domain with respect thereto or for the taking of the Real Property or any part thereof or by reason of any other event affecting the Property which gives rise to a damage claim against a third party after the date hereof. Prior to the Closing Date, if all or any portion of the Real Property is taken, or if access thereto is reduced or restricted, by eminent domain or otherwise (aor if such taking, reduction or restriction is pending, threatened or contemplated) (hereinafter a “Condemnation Proceeding”), Seller shall immediately notify Purchaser of such fact. In the event that all or any substantial such notice relates to the taking of a material (as defined below) 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 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 condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, Seller’s notice; whereupon the ▇▇▇▇▇▇▇ Money Deposit shall be returned refunded to Purchaser and thereafter neither party shall have any further rights, duties, obligations or obligations hereunder except for provisions liabilities hereunder. For the purposes of this Contract which expressly survive Section, and without limiting the termination generality of this Contractthe foregoing, a taking shall be deemed material if it restricts access to the Real Property. If Purchaser does not elect to terminate this Contract Agreement as aforesaid or the taking is not substantialherein provided, then both parties 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 pay to Purchaser at the Closing any proceeds actually award received by Seller attributable prior to Closing and Purchaser shall have the Property from such condemnation, eminent domain proceeding or deed right to participate with Seller in lieu thereof and assign its interest in and to any Condemnation Proceeding affecting the balance of any unpaid proceedsReal Property, and there Purchaser and Seller shall be no reduction cooperate with each other in the Purchase Pricegood faith. (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 Properties or any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, Sellers shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If the Properties (or if any condemnation proceeding is commenced for all or any substantial portion of the a Property) are subject to a Major Condemnation, prior as hereinafter defined, Buyer may, at its option, by notice to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller Sellers given within ten (10) days after Seller Sellers notifies Purchaser of the condemnation, taking or deed in lieu or institution Buyer of such condemnation proceedingproceedings (and if necessary the Closing Date shall be automatically extended to give Buyer the full ten-day period to make such election), and either: (i) terminate this Agreement, in which case the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be promptly returned to Purchaser Buyer upon return and/or delivery of the Property Documents from Buyer to Sellers, 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 Sellers 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 condemnationBuyer their 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 Buyer 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 Buyer does not give Sellers 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 Buyer 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, if and only if the portion of the Improvements, (y) any portion of Properties that is 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 subject of such proceeds proceedings has a value in excess of $150,000.00, as determined by the Purchase Price shall be paid to Seller (in addition to demand or pleading of the Purchase Price) at the Closing. The foregoing provision shall survive the Closingcondemning authority.

Condemnation. (a) In If, prior to the event that Closing, all or any substantial portion part of the Property 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 Seller has received written 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 threatened or any substantial portion contemplated condemnation or of the Propertysuch taking or sale, prior to Closing, and Purchaser may elect to terminate this Contract by written notice thereof to Seller given within ten thirty (1030) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution receipt of such condemnation proceedingnotice from Seller, and elect to cancel this Agreement. If Purchaser chooses to cancel this Agreement in the case of such terminationaccordance with this Section 7.2, 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. 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 of the Property 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, 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 Seller in and to any proceeds actually received by Seller attributable awards applicable to the Property from that have been or that may thereafter be made for such taking. At such time as all or a part of the 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 and Purchaser has delivered the ▇▇▇▇▇▇▇ Money to Escrow Agent, (i) Purchaser shall thereafter be permitted to participate in the proceedings as if Purchaser were a party to the action, and (ii) Seller 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) A. In the event that all or substantially all of the Inn 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 the Property Inn shall be so taken, but the result is condemned or taken by eminent domain or conveyed by deed in lieu thereofthat it is unreasonable to continue to operate the Inn, or if any condemnation proceeding is commenced for all or any substantial this Agreement shall terminate. B. In the event a portion of the PropertyInn shall be taken by the events described in Section 15.02.A, or the entire Inn is affected but on a temporary basis, and the result is not to make it unreasonable to continue to operate the Inn, this Agreement shall not terminate. However, so much of any award for any such partial taking or condemnation as shall be necessary to render the Inn equivalent to its condition 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 event shall be returned to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except used 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 purpose; the balance of any unpaid proceedssuch award, and there if any, shall be no reduction fairly and equitably apportioned between Owner and Management Company in accordance with their respective interests. The amount of any award received by Owner pursuant to Section 15.02.B and September 13, 1993 142 not applied to restoration of the Purchase PriceInn shall be deducted from the Priority Basis and the Loan Priority Basis at such time as the award is received by Owner. In addition, the Performance Termination Threshold shall be reduced by an amount equal to eight percent (8%) of such total amount (if any) of any award received by Owner pursuant to this Section 15.02.B which is not used to restore the Inn. C. In the event of any proceeding described in Section 15.02.A or 15.02.B, Owner and Management Company shall each have the right to initiate such proceedings as they deem advisable to recover any damages to which they may be entitled; provided, however, that Management Company shall be entitled to retain the award or compensation it may obtain through proceedings which are conducted separately from those of Owner only if such award or compensation does not reduce the award or compensation otherwise available to Owner. (b) For the purpose of this Section 9.1(a)purpose, a "substantial portion" of the Property any award or compensation received by any Holder shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts an award or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces compensation received 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(aOwner), 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, prior to the event that all or Closing, any substantial portion part of any of the individual land making up any Property is condemned or taken by eminent domain (or conveyed by deed in lieu is the subject of a threatened taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof. If such taking (or threatened taking) impacts a material part of any of the individual land making up any Property (i.e., five percent (5%) of the land or if any condemnation proceeding is commenced for all or any substantial a 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 and/or 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 comprising five percent (5%) or renders more of the value of any Property), then the Purchaser shall have the right to terminate this Agreement by giving written notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten (10) day period). If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect, the Deposit shall be promptly returned to Purchaser, and no party shall have any liability to the other hereunder. If less than a material part of any of the individual buildings making up the Property in violation of existing zoning requirements. Notwithstanding anything to shall be affected or if the contrary contained in Section 9.1(a), if Purchaser has shall not timely elected elect to terminate in accordance with Section 9.1(a)this Agreement as aforesaid, and if the proceeds payable with respect to sale of the Property shall be consummated as a result of condemnation exceed herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the 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, prior to the event that Closing, all or any substantial portion part of the Property 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 Seller has received written 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 threatened or any substantial portion contemplated condemnation or of the Propertysuch taking or sale, prior to Closing, and Purchaser may elect to terminate this Contract by written notice thereof to Seller given within ten thirty (1030) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution receipt of such condemnation proceedingnotice from Seller, and elect to cancel this Agreement. If Purchaser chooses to cancel this Agreement in accordance with this Section 7.2, then the case of such termination, the ▇E▇▇▇▇▇▇ 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. 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 of the Property 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, 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 Seller in and to any proceeds actually received by Seller attributable awards applicable to the Property from that have been or that may thereafter be made for such taking. At such time as all or a part of the 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) Seller 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 any condemnation proceeding filed prior to the event that Closing may result in a loss of all or more than fifteen percent (15%) of the Real Property or any substantial portion of the Real Property is condemned that would cause a loss of ingress or taken by eminent domain egress to the Real Property or conveyed by deed otherwise materially and adversely impair the operation of the Hotel (any or all of the foregoing instances shall be referred to herein as the “Condemnation Threshold”), then this Agreement shall, at Purchaser’s sole election, either (i) continue in lieu effect without modification of the terms thereof, or if any condemnation proceeding is commenced for all or any substantial portion of in which event, upon the Property, prior to Closing, Purchaser may elect shall be entitled to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnationany compensation, taking awards, or deed in lieu other payments or institution of relief resulting from such condemnation proceeding, or (ii) terminate by Purchaser’s written notice to Seller and in the case Escrow Agent delivered within five (5) days after receipt by Purchaser of notice of such terminationcondemnation, in which event (a) this Agreement shall automatically terminate, (b) the Escrow Agent shall immediately release and return the ▇▇▇▇▇▇▇ Money Deposit (including any interest accrued thereon) to Purchaser, (c) each party shall be returned to Purchaser pay one-half (1/2) of the expenses of escrow and (d) neither party shall have any further rightsobligation to the other party hereunder, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this ContractSurviving Obligations. If Purchaser does not elect to terminate this Contract as aforesaid Agreement within such time period, or if any such occurrence does not meet the taking is not substantialCondemnation Threshold, then both parties this Agreement shall proceed to close the transaction contemplated herein pursuant to continue in effect without modification of the terms hereofthereof, in which event Seller shallevent, except as limited in Section 9.1(b) hereofupon the Closing, deliver Purchaser shall be entitled to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property compensation, awards, or other payments or relief resulting 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 Pricecondemnation proceeding. (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 Immediately upon Borrower’s obtaining knowledge of the event that all institution of any proceeding for the condemnation of, or for the exercise of the right of eminent domain with respect to, the Collateral, or any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu part 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 Borrower shall notify Grantee of such condemnation proceedingfact. Borrower shall then, if requested by Grantee, file or defend its claim thereunder and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit prosecute same with due diligence to its final disposition and shall cause any awards or settlements to be returned paid over to Purchaser and neither party shall have any further rights, duties, or obligations hereunder except Grantee 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 disposition pursuant to the terms hereofof this Security Instrument. Borrower may be the nominal party in such proceeding, but Grantee shall be entitled to participate in which event Seller shalland to control same and to be represented therein by counsel of its own choice, except and Borrower will deliver, or cause to be delivered, to Grantee such instruments as limited may be requested by Grantee from time to time to permit such participation. If the Collateral is taken or diminished in Section 9.1(b) hereofvalue, deliver or if a consent settlement is entered, by or under threat of such proceeding, the award or settlement payable to Purchaser at the Closing any proceeds actually received Borrower by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign virtue of its interest in the Collateral shall be, and by these presents is, assigned, transferred and set over unto Grantee to be held by it, subject to the balance security title and security interest of any unpaid proceedsthis Security Instrument, and there shall may, at the Grantee’s election, but subject to the provisions of the Credit Agreement be no reduction used in any one or more of the following ways: (a) apply the same in the Purchase Price. manner set forth in the Notes and the Credit Agreement; (b) For use the purpose of this Section 9.1(a), a "substantial portion" same or any part thereof to perform or discharge any of the Property shall be deemed Obligations; (c) use the same or any part thereof to be (x) any portion of restore, repair or replace the Improvements, (y) any portion of the Property that restricts or reduces the existing access Collateral to a condition satisfactory to the Property, or Grantee (z) any portion with the disbursement 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 such funds being made in accordance with Section 9.1(athe procedures approved by Grantee); or (d) release the same to Borrower. Grantee is empowered to collect and receive the proceeds of any condemnation or eminent domain award or settlement; Borrower hereby irrevocably appoints Grantee as Borrower’s attorney-in-fact (coupled with an interest) to collect and receive such proceeds. Grantee shall not be obligated to collect, and if the proceeds payable with respect shall not be liable for failure to the Property as a result of condemnation exceed the Purchase Price for the Propertycollect, the portion of 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 Closingproceeds.

Condemnation. (a) In If, between the event that date hereof and the Closing, and as determined on a Property by Property basis, any condemnation or eminent domain proceedings are initiated which would result in the taking of all or any substantial portion Material Portion of a Property or that would result in the circumstances described in clause (2) or clause (3) of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereofdefinition of Major Casualty, or if any condemnation proceeding is commenced for all or any substantial portion of then the Property, prior to Closing, Purchaser Buyer may elect to terminate this Contract Agreement by giving written notice thereof of its election to Seller the Sellers within ten (10) 15 days after Seller notifies Purchaser receiving written notice of such prospective taking (including, in such notice, an affirmative statement that it is being given pursuant to this Section 7.2(a) and that if the Buyer fails to respond within 15 days of receipt the same will be deemed a waiver of the condemnationBuyer's termination right under this Agreement). If this Agreement shall be so terminated, taking or deed in lieu or institution then (i) the Buyer shall be entitled to the prompt return of such condemnation proceedingthe Escrow Fund, and in (ii) none of the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party parties hereto shall have any further rightsobligations or liabilities to any other parties under this Agreement, duties, or obligations hereunder except for provisions of this Contract which those which-expressly survive the termination of this ContractAgreement as set forth in Section 10.2. If Purchaser does not terminate this Contract as aforesaid or the taking Agreement is not substantialso terminated as aforesaid, then both the parties hereto shall proceed to close the transaction contemplated herein pursuant Closing without reduction of or offset against the Purchase Price (but the Sellers agree that at Closing the Sellers will assign any and all right to recover proceeds in respect of any such condemnation or other proceedings to the terms hereofBuyer in a form of assignment reasonably acceptable to the Buyer and if any such proceeds shall be paid to or become payable to any Seller or any Affiliate thereof, in which event Seller shallother than a Target or a Subsidiary, except as limited in Section 9.1(bthe Sellers agree to deliver, or cause the same to be delivered, directly to the Buyer promptly upon receipt) hereofand the Buyer shall have no other claim against the Sellers. In such event, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to all of the Property from such condemnationSellers' right, eminent domain proceeding or deed in lieu thereof 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 paid or assigned, as the Purchase Pricecase may be, to the Buyer. (b) For If, between the purpose date hereof and the Closing, any condemnation or eminent domain proceedings are initiated which would result in the taking of this Section 9.1(a), less than a "substantial portion" Material 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 a Property, or (z) any portion of then 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 may not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property this Agreement as a result thereof and the parties shall proceed to the Closing without reduction of condemnation exceed or offset against the Purchase Price for (but the Property, Sellers agree that at Closing the portion Sellers will assign any and all right to recover proceeds in respect of any such condemnation or other proceedings to the Buyer in a form of assignment reasonably acceptable to the Buyer and if any such proceeds in excess of the Purchase Price shall be paid to or become payable to any Seller (in addition or any Affiliate thereof, other than a Target or a Subsidiary, the Sellers agree to deliver, or cause the same to be delivered, directly to the Purchase PriceBuyer promptly upon receipt) and the Buyer shall have no claim against the Sellers with respect thereto. In such event, at the Closing. The foregoing provision Closing all of the right, title and interest of the Sellers in and to any condemnation proceeds paid or payable in connection therewith shall survive be paid or assigned to the ClosingBuyer.

Condemnation. (a) In the event that all or a material portion of a Real Property should be condemned or becomes the subject of condemnation proceedings prior to the Closing such that the reasonably estimated loss of value as a result thereof exceeds fifteen percent (15%) of the value of the Property at which such condemnation has occurred as set forth on the Allocation of Values and/or as a result of such condemnation any substantial Major Tenant at such Property has the right to elect to terminate its Lease and has not waived such right to terminate with respect to such condemnation (in either case, each a “Major Condemnation”) at the Purchaser’s sole option, elect either to: (a) solely with respect to the Property at which a Major Condemnation has occurred, terminate this Agreement solely with respect to such Property in which case the portion of the Deposit applicable to such Property is condemned or taken by eminent domain or conveyed by deed in lieu thereofshall be proportionately allocated among the other Properties; provided, or if any condemnation proceeding is commenced for all or any substantial portion of the Property, prior to Closinghowever, Purchaser may shall have no right to elect to proceed under this Section 5.4(a) (i) as to more than one Property and (ii) if Purchaser has previously elected to terminate this Contract Agreement with respect to a Property pursuant to Section 5.3(a); or (b) close the transaction contemplated by written notice thereof this Agreement. If the Purchaser elects to proceed under Section 5.4(a), the Purchaser shall purchase the remaining Properties in accordance with the terms hereof except that the Purchase Price shall be reduced by the value of the applicable Property as set forth on the Allocation of Values. If the Purchaser elects or is deemed to elect to proceed under Section 5.4(b), or such condemnation does not amount to a Major Condemnation, the Purchaser shall purchase the Properties in accordance with the terms hereof (without reduction in the Purchase Price) and the applicable Seller shall assign to the Purchaser at Closing all condemnation proceeds payable and still outstanding as a result of such condemnation (less such Seller’s reasonable cost to secure the same and less repair costs incurred by such Seller with respect to such taking as documented to the Purchaser’s reasonable satisfaction) and deliver to the Purchaser any condemnation proceeds previously paid to such Seller on account of such condemnation (less such Seller’s reasonable cost to secure the same). The Purchaser shall be deemed to have elected to proceed under Section 5.4(b) unless, within ten (10) days after Business Days of its receipt of written notice from Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such terminationor condemnation proceedings, the ▇▇▇▇▇▇▇ Money Deposit shall be returned Purchaser provides the Sellers with written notice that the Purchaser elects 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(a5.4(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 Section 17.02. If, prior to the event that Closing Date, all or any substantial significant portion (as defined in this Section 17.01(a)) of the Property Unit 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 all or any substantial portion Seller shall notify Purchaser of such fact promptly after obtaining knowledge thereof and Purchaser shall have the Property, prior to Closing, Purchaser may elect right to terminate this Contract Agreement by written giving notice thereof to Seller within ten not later than fifteen (1015) days after Seller notifies Purchaser the giving 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 ContractSeller's initial notice. 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)purposes hereof, a "substantial significant portion" of the Property shall be deemed to be mean a portion of the Property comprising at least ten percent (x10%) of the ground floor of the Unit or any portion of the ImprovementsLimited Common Elements or General Common Elements which would have a material adverse effect on (x) the provisions of basic services or utilities to the Unit (unless the same can be cured for an expenditure not to exceed $3,000,000), or (y) the access to, or the utility, operations or leasability of the Unit. (a) If Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate on the date of any such notice of termination (except for those provisions of this Agreement that survive any termination of this Agreement), Escrow Agent shall return the Downpayment to Purchaser, Seller and Purchaser shall have no further rights or obligations under this Agreement except for those provisions which by their terms survive the termination hereof, and Seller shall be entitled to any and all condemnation awards. (b) If (x) Purchaser does not elect to terminate this Agreement as aforesaid, following the taking by eminent domain of a significant portion of the Property that restricts or reduces the existing access to the Property, or (zy) an "insignificant portion" (i.e., anything other than a significant portion) of the Property is taken by eminent domain (or becomes the subject of a pending taking), then there shall be no abatement of the Purchase Price and Seller shall (i) assign to Purchaser (without recourse) at the Closing its interest in as taking award, and (ii) any sums of money collected by Seller as a condemnation award shall be held and applied in accordance with the Declaration and, if pursuant to such provisions of the Declaration, Seller actually receives with respect to its ownership of the Unit (as opposed to the Other Verizon Units) any portion of the parking lot that reduces the existing aggregate parking spaces any sums of money collected as a condemnation award for any taking by more than five percent (5%) or renders the Property eminent domain, pay to Purchaser such amounts so received after deducting any amount which Seller may have incurred in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a)obtaining such condemnation award, if Purchaser has not timely elected to terminate in accordance with Section 9.1(a)including attorneys' fees and disbursements, and if any costs Seller may have incurred in repairing or restoring the proceeds payable with respect Unit (or the Limited Common Elements appurtenant thereto) and (iii) not settle any condemnation claim without the prior written consent of Purchaser; provided, however, that Seller shall be entitled to the Property as a result of condemnation exceed the Purchase Price for the Property, receive and keep the portion of any such proceeds in excess of the Purchase Price shall be paid to Seller (in addition awards allocable to the Purchase Price) at Other Verizon Units and Seller's equipment, trade fixtures and other property as well as consequential damages for the Closing. The foregoing provision shall survive the Closingrelocation or impairment of its public service function.

Condemnation. The foregoing provisions concerning Insurance Proceeds shall also apply to the proceeds of any condemnation of any Site or part thereof by any public authority exercising the right of eminent domain, except that: (ai) In if the event that all or any substantial portion of the Property entire Site is condemned or taken by eminent domain or conveyed by deed in lieu thereofcondemned, or if Lender, in its reasonable judgment, concludes that the affected Site cannot be restored to an economically viable unit, the condemnation proceeds shall be applied on account of the Note secured by the First Mortgage encumbering the Site without any prepayment premium and if the proceeds exceed the balance of such Note, the excess shall be applied pro rata against the principal balance of the other Notes without any prepayment premium; and (ii) subsection 5.1(b)(vii) shall not apply and Lender shall have the right in its sole discretion to apply any condemnation proceeding is commenced proceeds in excess of amounts required for all or any substantial portion the Work on account of the Property, prior principal balance of the Note secured by the First Mortgage on the Site or to Closing, Purchaser may elect pay them to terminate this Contract by written Borrower. Borrower shall give Lender notice thereof to Seller of the actual or threatened commencement of any proceedings in the nature of eminent domain affecting any Site within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceedinggaining Knowledge thereof, 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, will 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 Lender copies of any unpaid proceeds, and there shall be no reduction papers served upon Borrower 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) connection with 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 requirementssuch proceedings. Notwithstanding anything to the contrary contained in Section 9.1(a)herein, so long as no Event of Default has occurred and is continuing, if Purchaser has not timely elected the condemnation proceeds for any Site are less than the Threshold Amount, they shall be retained by Borrower to terminate in accordance with Section 9.1(a)be used on account of the costs of restoring the affected Site, and even if the proceeds payable with respect to restoration costs are less than 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 Closingproceeds.

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.