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

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

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

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

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

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

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

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

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

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

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

Condemnation. (a) In If all the event that all Premises (or if less than all, but, in the reasonable judgment of Tenant, the remaining portion cannot be feasibly operated as then used or intended to be used) shall be acquired by the right of condemnation or eminent domain for any substantial portion public or quasi-public use or purpose, or be sold to a condemning authority under threat of condemnation, then the term of this Lease shall cease and terminate as of the Property is condemned date of title vesting pursuant to such proceeding (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 proceedingsale), and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit all rental shall be returned paid up 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 Pricethat date. (b) For In the purpose event of this Section 9.1(aa partial taking or condemnation which takes less than all of the Premises and the Lease is not terminated as set forth in subparagraph 15(a), a "substantial portion" then Tenant shall, subject to the exceptions provided below, promptly restore the Premises to an architectural whole, and this Lease shall continue in full force and effect; provided, however, that the Base Rent shall thereafter be abated and decreased in proportion to the fair rental value of the Property Land I after such taking bears to the fair rental value of the Land immediately prior to such taking. (c) Landlord and Tenant each covenant and agree to seek separate awards in any condemnation proceedings and to use their respective best efforts to see that such separate awards are made at all stages of all proceedings. If the order or decree in any condemnation or similar proceeding shall fail to separately state the amount to be awarded to Landlord and Tenant by way of compensation, damages, rent, the costs of demolition, removal or restoration, or otherwise, then the award should be divided as follows: (i) First, to the payment of all demolition and construction costs associated with restoration if the Improvements are to be restored by Tenant and/or all costs of removal of rubble and debris if Tenant is obligated to remove the same; and then (ii) The remaining proceeds shall be deemed to be applied as follows: (x1) any portion the Landlord shall receive the fair market value of the Improvements, Land; and (y2) 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 Tenant shall be paid entitled to Seller (in addition to the Purchase Price) at the Closing. The foregoing provision shall survive the Closingall remaining proceeds.

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

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

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

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

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

Condemnation. (a) Each of Landlord and Tenant shall promptly give the other Party Notice of any actual or threatened (in writing) Condemnation of which it becomes aware, and, to the extent that the other Party has not otherwise received the same, shall promptly deliver to such other Party copies of any and all documents served on or received by it in connection with such Condemnation. (b) In the event that any Condemnation (other than a Temporary Condemnation) occurs with respect to (i) the entirety of any Demised Premises or (ii) any portion (but less than the entirety) of any Demised Premises or Property and such partial Condemnation results in (A) the Demised Premises becoming Unsuitable for its Intended Use or (B) a permanent and total loss of all or any substantial portion so much of the Property is condemned access to or taken by eminent domain from such Demised Premises or conveyed by deed in lieu thereofProperty, or if any condemnation proceeding the parking therefor, so as to render the same inadequate for the operation of such Demised Premises on a commercially practicable basis, unless Landlord provides such alternative, reasonably comparable access or parking (including truck parking, access to truck bays and docks and turnarounds) as to remedy such inadequacy without interruption following such Condemnation (such that there is commenced for all or any substantial portion no material disruption to Tenant’s use and enjoyment of the PropertyDemised Premises) (each, a “Major Condemnation”), then in either such case, at the option of Tenant, upon Notice to Landlord at any 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 this Lease, (iii) such Demised Premises shall be automatically removed from this Lease and shall no longer be a part of the Purchase Price “Demised Premises” hereunder and (iv) the Base Rent and applicable Property Charges shall be paid adjusted, and Tenant’s obligations hereunder with respect to Seller such Demised Premises shall terminate, in each case in accordance with (in addition to the Purchase Priceand subject to) at the Closing. The foregoing provision shall survive the ClosingSection 1.10.

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

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

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

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

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

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

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

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

Condemnation. (a) In 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. In the event that, prior to the Closing Date, all or a material portion of the Real Property should be condemned by right of eminent domain, such that (y) Seller’s reasonable estimate of the loss of value of the remaining Real Property exceeds $100,000,000 or (z) Existing Lender is not obligated to release the condemnation proceeds for reconstruction of the Property (it being agreed that if Existing Lender is obligated to release such proceeds subject to the satisfaction of the requirements for release set forth in Section 7.4 of the Loan Agreement forming part of the Loan Documents, then Existing Lender shall be deemed to be obligated to release such proceeds for the purposes of this Section 5.4(z)) (any such event, a “Material Taking”), Purchaser may, at Purchaser’s sole option, elect either to: (a) terminate this Agreement and receive a refund of the Deposit; or (b) close the transaction contemplated by this Agreement as provided below. In the event that all or any substantial portion of the Property is condemned or taken a condemnation by right of eminent domain or conveyed by deed in lieu thereofthat is not a Material Taking, or if any condemnation proceeding there is commenced for all or any substantial portion of the Property, prior a Material Taking and Purchaser elects to Closingproceed to Closing under Section 5.4(b), Purchaser may elect shall purchase the Property in accordance with the terms hereof (without reduction in the Purchase Price) and Seller shall assign to Purchaser at Closing all condemnation proceeds payable as a result of such condemnation (net of collection costs and costs of repair reasonably incurred by Seller and not then reimbursed, which costs shall be disclosed to Purchaser before it makes its election under this Section 5.4). With respect to any Material Taking, Purchaser shall be deemed to have elected to terminate this Contract by written notice thereof Agreement pursuant to Seller Section 5.4(a) unless, within ten (10) days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution from written notice of such condemnation proceedingMaterial Taking, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned Purchaser provides Seller with written notice that 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 under 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 Price5.4(b). (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 there shall occur any Taking or the event that ------------ commencement of any proceeding thereof, the Mortgagor shall, in addition to any notices required under the Mortgaged Lease, immediately notify the Mortgagee upon receiving notice of such Taking or commencement of proceedings therefor. The Mortgagee may, at its option, participate in any proceedings or negotiations which might result in any Taking, and the Mortgagor shall deliver or cause to be delivered to the Mortgagee all or any substantial portion instruments requested by it to permit such participation. The Mortgagee may be represented by counsel satisfactory to it at the expense of the Property is condemned or taken Mortgagor in connection with any such participation. The Mortgagor shall pay all fees, costs and expenses incurred by eminent domain or conveyed by deed the Mortgagee in lieu thereof, or if connection with 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, Taking and in seeking and obtaining any award or payment on account thereof. Any proceeds, award or payment in respect of any Taking are hereby assigned and, subject to 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 proceedsgreatest extent permitted by the Mortgaged Lease, 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 ClosingMortgagee. The foregoing provision Mortgagor shall survive take all steps necessary to notify the Closing.condemning authority of such assignment. Such proceeds, award or payment, together with any interest earned thereon, less the amount of any reasonable third-party expenses incurred in liti- gating, arbitrating, compromising or settling any claim arising out of such Taking (the "Net Condemnation Award"), shall be applied in accordance with the ---------------------- provisions of Sections 10.3, 10.4 and 10.5 hereof. ------------- ---- ----

Condemnation. (a) In the event that A. If all or any substantial portion substantially all of the Property Land and the Building (herein in this Paragraph 15 sometimes collectively called the “Project”) is condemned or taken by eminent domain or conveyed by deed in lieu thereofcondemnation permanently, or if any condemnation proceeding is commenced for all or any substantial portion a period in excess of five (5) years, then, at the Propertyelection of either party, prior upon notice to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller the other party within ten thirty (1030) days after Seller notifies Purchaser the party giving such notice has knowledge of the condemnationexistence and extent of the taking, taking or deed in lieu or institution this Lease shall terminate as of the date of such condemnation proceedingtaking. B. If the taking is of less than substantially all of the Project or is for a period of less than the aforesaid years, and if this lease is for any reason not terminated pursuant to Paragraph 15.C. below, Landlord shall as soon as possible restore the Project as nearly as can practicably be done (including the Premises) using all of the award received by Landlord (but not in excess thereof) so as to provide to the extent reasonably possible comparable space and amenities to those enjoyed by Tenant under this Lease prior to the taking (or Tenant’s Proportionate Share of the Project in case of the application of subparagraph C.(ii) below); in such event this Lease shall continue in force at the square foot rental rates and adjustment herein provided for the Premises applied to the rentable square feet of the Premises existing in the Project as restored (or Tenant’s Proportionate Share of the Project in case of such terminationthe application of subparagraph C.(ii) below), the ▇▇but rent shall ▇▇▇▇▇ Money Deposit shall be returned as to Purchaser periods when the Premises is untenantable as a result of such taking and neither party shall have any further rights, duties, or obligations hereunder except for provisions work of this Contract which expressly survive the termination of this Contract. restoration. C. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantialof less than substantially all of the Project or is for a period of less than the aforesaid years, then both parties notwithstanding Paragraph 15.B. above, Landlord and Tenant shall proceed have the right 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 terminate this lease in the Purchase Price.following circumstances: (bi) For the purpose of this Section 9.1(a), a "substantial portion" Landlord may terminate if (1) in Landlord’s reasonable business judgment restoration of the Property shall be deemed Project to be substantially the same size and quality is not economically justified and (x2) more than ten percent (10%) of the gross area of the Building is so taken by eminent domain; (ii) Tenant may terminate if (1) any portion of the Improvements, Premises is so taken by eminent domain and (y2) any portion within sixty (60) days after such taking Landlord has not been able to provide other comparable space in the Building to temporarily add to the Premises to restore the size of the Property that restricts or reduces Premises to its Rentable Area prior to such taking and Landlord will not, based on landlord’s estimate of the existing access Rentable Area of the restored Building (such estimate to be delivered to Tenant not more than forty-five (45) days after such taking), be able to restore the Premises to 100% of their Rentable Area prior to such taking by a date not more than one year after the date of such taking. Landlord shall not be bound to offer Tenant more than Tenant’s Proportionate Share (based on the Premises compared to the Property, or (zBuilding prior to such taking) any portion of the parking lot that reduces restored Building and if Tenant fails to terminate this Lease as provided herein the existing aggregate parking spaces by size of the Premises and the Rent shall be reduced to such share of the restored building; (iii) Either Landlord or Tenant may terminate this lease if the taking occurs within twelve (12) months prior to the then effective Termination Date of the Term, as it may have been extended. D. In any of the above termination cases, such termination notice must be given not more than five percent sixty (5%60) days after the taking (the taking for purposes of this Paragraph shall be the date when the taking authority requires possession) and termination must be effective for the portion not taken not less than thirty (30) or renders more than ninety (90) days after such notice is given. For the Property portion taken, the termination shall be effective as of the date of the taking. The amount of damages resulting to Landlord and Tenant respectively, and to their respective interests in violation of existing zoning requirements. Notwithstanding anything and to the contrary contained Building and in, to and in Section 9.1(a)connection with this Lease, if Purchaser has not timely elected by reason of such exercise of the power of eminent domain, shall be separately determined and computed by the court having jurisdiction and separate awards and judgments with respect to terminate in accordance with Section 9.1(a)such damages to Landlord and Tenant, respectively, and to each of their respective interests, shall be made and metered. In the event that such court shall make a single award without separately determining the respective interests of Landlord and Tenant, and if Landlord and Tenant shall not agree in writing as to their respective portions of such award within twenty (20) days after the proceeds payable date of the final determination by such court of the amount thereof, Landlord and Tenant agree to submit the matter to such court on stipulation for the purpose of a judgment determinative of their respective shares. Tenant shall have the right to seek a separate award, if available, for loss or damage of its business or personal property in the premises or relocation costs. Any provisions of this Lease which provide for termination of the this Lease upon a taking shall not cause Tenant’s rights to any award to be less than would exist in the absence of such provisions. Notwithstanding any of the foregoing provisions of this Paragraph 15 to the contrary, Tenant’s rights to receive any award (other than separate awards for business or personal property losses or relocation costs) shall be subject and subordinate to the rights of any future ground lessors and the holders of nay mortgages or trust deeds now or hereinafter in force against the Land and building 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 Closingaward.

Condemnation. (a) In If, prior to the event that Closing, all or any substantial portion part of the Property is condemned subjected to an actual 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 the Sellers have 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 (collectively, a “Taking”), the Sellers shall give the Purchaser prompt written notice of such Taking (a “Notice of Taking”). In the event of any immaterial Taking with respect to the Property or any substantial portion thereof, the Sellers and the Purchaser shall proceed to close under this Agreement. For purposes of this Agreement, the term “immaterial Taking” shall mean any Taking which does not: (i) result in a taking of any portion of a building structure (exclusive of temporary usage rights, easements, and other non-exclusive rights that do not reduce the amount of rentable space in the Improvements); (ii) materially and adversely affect access to or parking at the Property; or (iii) result in a condition which would cause the Property to be nonconforming under applicable zoning ordinances. In the event of any material Taking (being a Taking that is not deemed immaterial), prior the Purchaser may, at its option, by written notice to Closingthe Sellers given within fifteen (15) days after the Purchaser’s receipt of a Notice of Taking, Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the condemnationAgreement, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, whereupon the ▇▇▇▇▇▇▇ Money Deposit shall be returned to the Purchaser and neither party shall have any further (with the Scheduled Closing Date being extended as necessary to provide the Purchaser the above-allowed time in which to respond). If the Purchaser chooses to terminate this Agreement then 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 the Purchaser does not elect to, or has no right to, terminate this Contract Agreement in accordance herewith on account of a Taking, this Agreement shall remain in full force and effect and the sale of the Property as aforesaid 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, the Sellers shall proceed to close the transaction contemplated herein pursuant assign, transfer, and set over to the terms hereofPurchaser all of the right, in which event Seller shalltitle, except as limited in Section 9.1(b) hereof, deliver to Purchaser at and interest 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 Sellers in and to any awards applicable 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 has been 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 may thereafter be made 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 ClosingTaking.

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. If, after the execution and prior to the termination of this Lease, the whole of the Premises shall be taken under the power of eminent domain by any public or private authority, then this Lease and the term hereof shall cease and terminate as of the date of such taking, with the right of Lessee, at its election, to continue to occupy the Premises, subject to the terms of this Lease, for all or such part, as Lessee may determine, of the period between the date of such taking and the date when possession of the Premises shall be taken by the taking authority, and any unearned rent or other charges, if any, paid in advance, shall be refunded to Lessee. If required, Lessee shall procure from the applicable governmental authority, at Lessee's expense, all necessary consents and authorizations to continue to occupy the Premises from and after the date of such taking. b. If, after the execution and prior to the termination hereof, any public or private authority shall, under the power of eminent domain, make a taking: (ai) Resulting in the reduction of the ground floor area of the building on the Premises by twenty percent (20%) or more, or (ii) Resulting in the reduction of the parking area on the Premises by twenty percent (20%) or more, then Lessee may, at its election, terminate this Lease by giving Lessor notice of the exercise of its election within sixty (60) days of the date of notice to Lessee of such taking (or purchase). In the event of termination by Lessee under this Section 17, this Lease shall cease and terminate as of the last day of the calendar month in which such notice of exercise of its election to terminate has been given, and any unearned rent or other charges, if any, paid in advance, shall be refunded to Lessee. c. 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 thereofLessee, or if any condemnation proceeding is commenced for all or any substantial portion of the Propertyhaving such right, prior to Closing, Purchaser may shall not elect to terminate as aforesaid, then this Contract by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser Lease and the term hereof shall continue in full force and effect, and Lessor shall, at its expense, forthwith restore what may remain of the condemnationPremises, taking or deed in lieu or institution of such condemnation proceedingincluding any and all improvements made theretofore, and the parking areas, to substantially the same condition they were in prior to such taking and a just proportion of the case rent provided in Section 4 hereof, and any other charges payable by Lessee hereunder, according to the nature and extent of such termination, the ▇▇▇▇▇▇▇ Money Deposit injury to the Premises and Lessee's business shall be returned suspended or abated until what may remain of the Premises and the parking areas, shall be restored as aforesaid, and thereafter a just proportion of the rent and any such other charges according to Purchaser the nature and neither party shall have any further rights, duties, or obligations hereunder except for provisions extent 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 and resulting injury 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 Premises and assign its interest in and to the balance of any unpaid proceeds, and there Lessee's business 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.permanently abated for

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 thereof6.3.1 If Seller receives notice of, 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 condemnationproceedings are instituted for, 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 or any portion thereof after the Effective Date and prior to the Closing (a “Condemnation”), and if an only if (i) the applicable tenant or Guarantor is not required to restore the Property pursuant to the applicable Lease or Guaranty, or (ii) the tenant is entitled to and elects to terminate the Lease as result of such condemnation or is entitled to a material reduction in its rent as a result of such condemnation exceed (either, a “Lease Condemnation Event”), then Purchaser may remove such Property from this Agreement and receive an adjustment to the Purchase Price equal to the Allocated Purchase Price for such Property, or request an adjustment to the Purchase Price for such Property in accordance with the terms of Section 4.4.5 (in no event shall any such adjustment exceed 75% of the Allocated Purchase Price for such Property); provided however, that for purposes of this Section 6.3 only, the portion of such proceeds in excess of Price Adjustment Period shall commence on the date on which Seller receives the Purchase Price Adjustment Notice (which shall be paid to Seller (in not later than three Business Days after Purchaser receives the notice of the eminent domain proceeding) and shall expire five Business Days thereafter. In addition to the first sentence of this Section 6.3 (and unless Purchaser elects to remove the applicable Property from this Agreement), in the event a Condemnation, the parties shall proceed under this Agreement and close on schedule, and as of Closing Seller shall assign to Purchaser Seller’s entire right, title and interest in and to any condemnation award, and Purchaser shall have the sole right after the Closing (as between Purchaser and Seller, but subject to the terms of the applicable Lease with respect to any rights of tenant) to negotiate and otherwise deal with the condemning authority in respect of such matter. With respect to the proceedings described in Schedule 6.3 or any proceedings with respect to which the applicable tenant is required to restore the Property under the applicable Lease and no Lease Condemnation Event has occurred, Purchaser shall have no right to request any adjustment to the Purchase Price) Price under this Agreement, and shall proceed under this Agreement and Seller shall, at the Closing, assign to Purchaser Seller’s entire right, title and interest in and to any condemnation award relating thereto, and Purchaser shall have the sole right after the Closing (as between Purchaser and Seller, but subject to the terms of the applicable Lease with respect to any rights of tenant) to negotiate and otherwise deal with the condemning authority in respect of such matter. The foregoing provision In the event that the tenant has a right to terminate its Lease as a result of such Condemnation, but the period for tenant’s exercise of such right has not expired and such tenant has not yet affirmatively exercised or declined to exercise such right, then the Property subject to such Condemnation shall survive be closed in escrow pending the Closingexpiration of such period.

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

Condemnation. (a) In 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 of a taking or condemnation of the Premises, or any portion thereof, and Tenant hereby waives all rights under applicable law to abate, reduce or offset rent by reason of such taking. If during t▇▇ ▇▇rm all or substantially all (a "COMPLETE TAKING") or a smaller portion (a "PARTIAL TAKING") of any substantial portion of the Property Facility is permanently taken or condemned by any competent public or taken by eminent domain or conveyed by deed in lieu thereofquasi-public authority, 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 then (10A) 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 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 prorated as of the effective date of such termination, or (B) in the ▇▇▇▇▇▇▇ Money Deposit case of a permanent Partial Taking, the Rent shall be returned abated to Purchaser and neither party the same extent as the resulting diminution in Fair Market Value of the portion of the Premises taken. The award payable upon a Complete Taking shall have any further rightsbe allocated (I) as provided by the taking authority, duties(II) in the absence thereof, as agreed by the parties, or obligations hereunder except for provisions (III) failing such agreement within thirty(30) days after the effective date 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 substantialsuch Taking, then both parties shall proceed to close the transaction contemplated herein 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 Priceaward for a Partial Taking. (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 Date, all or any substantial portion part of the Company Properties is taken (other than a temporary taking), or if the Seller or the Company or any of its Subsidiaries shall receive an official notice from any Governmental Authority having eminent domain power over a Company Property is condemned or taken of its intention to take, by eminent domain proceeding, any part of the Company Property (a “Taking”), then: (i) if such Taking (A) has an award value equal to or conveyed by deed in lieu thereofgreater than ten million dollars ($10,000,000.00) or (B) (i) shall materially and adversely restrict access to applicable Company Properties or the parking thereon, or if any condemnation proceeding is commenced for all (ii) shall affect ten percent (10%) or any substantial portion more of the Propertybuildings located on the applicable Company Properties, as determined by an independent architect chosen by the Seller (a “Significant Taking”), Buyer shall have the option, exercisable on or prior to Closingthe Condemnation Election Date (as defined below), Purchaser may elect time being of the essence, to terminate this Contract Agreement by written delivering 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 proceedingtermination to the Seller, and in whereupon the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit (together with any interest earned thereon) shall be returned to Purchaser the Buyer and this Agreement shall be deemed canceled and of no further force or effect, and neither party shall have any further rights, duties, rights or obligations hereunder liabilities against or to the other except for pursuant to the provisions of this Contract Agreement which are expressly provided to survive the termination hereof. The Buyer shall have the right to dispute any such determination by an independent architect by giving the Seller a notice thereof and describing the basis of this Contractsuch dispute in reasonable detail within ten (10) Business Days following the Seller's delivery of such independent architect’s determination, time being of the essence. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantialBuyer fails to timely deliver such a notice, then both parties the Buyer shall proceed be deemed to close have waived its right to dispute the transaction contemplated herein pursuant to same. If the terms hereofBuyer shall timely deliver such a notice, in which event Seller shall, except then such dispute shall be resolved as limited provided in Section 9.1(b9.5(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 Pricebelow. (b) For If a Significant Taking described in clause (i) above shall occur and neither party shall timely elect to terminate this Agreement, or if the purpose of Taking is not a Significant Taking, then neither party shall have the right to terminate 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 Agreement due to the Property, or (z) any portion occurrence of such Taking and 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 parties shall nonetheless consummate this transaction in accordance with Section 9.1(a)and subject to this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of the Seller by reason of such Taking and if the proceeds Buyer shall receive all awards or monies payable with respect to such Taking. The payment of such award shall be as of Closing and shall be less any amounts reasonably and actually expended by the owner of the Company Property as a result or the Seller to collect any such award, in no event to exceed the amount of the loss. Any settlement or agreement with regard to any Taking prior to Closing shall be subject to the reasonable approval of the Buyer. The provisions of this Section 9.5 supersede any law applicable to the Company Property governing the affect of condemnation exceed in contracts for real property. Any disputes under this Section 9.5 as to whether the Purchase Price for Taking is a Significant Taking shall be resolved by expedited arbitration before a single arbitrator in New York, New York acceptable to both of the PropertySeller and the Buyer in their reasonable judgment in accordance with the rules of the American Arbitration Association; provided that if the Seller and the Buyer fail to agree on an arbitrator within five (5) days after a dispute arises, then either party may request the portion office of the American Arbitration Association located in New York, New York to designate an arbitrator. Such arbitrator shall be an independent architect having at least ten (10) years of experience in the construction of industrial/warehouse buildings in the State in which such Company Property is located. The costs and expenses of such proceeds in excess of the Purchase Price arbitrator shall be paid to borne equally by the Seller (in addition to and the Purchase Price) at the Closing. The foregoing provision shall survive the ClosingBuyer.

Condemnation. As used herein (a) In a "Taking" is the event that all commencement of a proceeding by any Governmental Authority or any substantial portion other entity having condemnation authority exercising powers of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, the taking of any steps preliminary thereto (including the giving of any direct or if indirect notice of intent to institute such proceedings) with regard to any condemnation proceeding is commenced for all or any substantial portion of the PropertyProperties, prior to Closing, Purchaser may elect to terminate this Contract by written notice thereof to Seller within which is not dismissed on or before ten (10) days prior to the Closing Date, and (b) a "Major Taking" is a Taking involving so much of a Property that after the Taking the potential occupancy of any Improvements situated thereon in accordance with applicable Legal Requirements is reduced by more than fifteen percent (15%) of such potential occupancy prior to the commencement of the Taking or in case of Undeveloped Land is involved it renders more than fifteen percent (15%) of the applicable Parcel of Undeveloped Land commercially unusable. If there is a Major Taking, the same shall be an Adjustment Event and the parties rights and obligations shall be governed by the provisions of Section 20.3. In the event of a Taking or, if as a result of the process set forth in Section 20.3 relating to a Major Taking, Purchaser is entitled to the condemnation proceeds, Seller notifies will: (i) execute such documents as Purchaser may reasonably request to evidence the assignment of condemnation proceeds to Purchaser, (ii) cooperate with Purchaser in any proceeding relating to the Taking or Major Taking, and (iii) notify Purchaser of all actions relating to the condemnation, taking or deed in lieu or institution Taking promptly following its receipt of such condemnation proceedinginformation regarding same, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser (iv) upon 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) hereoffollowing Closing, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to (whether before or after Closing). If the Property from such condemnationparties cannot agree upon whether a Taking is a Major Taking, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there disagreement shall be no reduction in the Purchase Price. (b) For the purpose of this Section 9.1(a), a "substantial portion" of the Property an Arbitration Event and 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 resolved in accordance with the provisions of 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 Closing20.4.

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

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

Condemnation. (a) In the event that all 12.1 If prior to Closing, any party commences or imminently threatens in writing to commence any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if proceedings to take any condemnation proceeding is commenced for all or any substantial portion of the Property, prior to ClosingPurchaser shall have the unilateral right in Purchaser’s sole discretion, Purchaser may elect to terminate this Contract exercisable by written giving notice thereof of such decision to Seller within ten thirty (1030) days after Seller notifies Purchaser receiving written notice of such actual or threatened condemnation proceedings and the Closing Date shall be extended as needed to allow for such thirty (30) day period, to (i) if such proceedings affect an aggregate twenty-five percent (25%) of the condemnationacreage of all Property or would materially impair Purchaser’s intended use of the Property as reasonably demonstrated to Seller, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money Deposit (less the Independent Consideration) shall be returned to Purchaser and neither party shall have any further rightsor (ii) if such condemnation affects less than twenty-five percent (25%) of the acreage of all Property or would not materially impair Purchaser’s intended use of the Property, duties, or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid Agreement whereupon the Agreement shall remain in full force and effect and Purchaser shall take title to the Property subject to such condemnation or sale and without reduction of the taking Purchase Price. If this Agreement is not substantialterminated by Purchaser, then both parties in each instance 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 assign to Purchaser at the Closing (extended, as necessary) any proceeds actually received by and all rights and claims Seller attributable may have to the Property from proceeds of any such condemnation, eminent domain proceeding condemnation or deed sale 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)condemnation or, 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 have already been paid to Seller, Seller (in addition shall pay an amount equal to the Purchase Price) such proceeds to Purchaser at the Closing. The foregoing provision parties hereto shall survive have the Closingrights and duties set forth in this Section rather than as prescribed by the Uniform Vendor and Purchaser Risk Act (Texas Property Code, Section 5.007).

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

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

Condemnation. (a) In If, prior to the event that Closing Date, all or any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereofdomain, or if any condemnation proceeding is commenced for all or any substantial portion the subject of a pending taking which has not been con- summated, Seller shall immediately notify Buyer of the Propertyevent. In this event, this Agreement shall be immediately terminated. On termination of this Agreement, (i) neither Party shall have any rights or responsibilities to the other, and (ii) the Deposit shall be promptly returned to Buyer. In this event, any Escrow Cancellation Charges in connection with the termination shall be shared one-half (½) by Buyer and one-half (½) by Seller. (b) If, prior to Closingthe Closing Date, Purchaser may elect a material portion but not all of the Property is taken by eminent domain, or is the subject of a pending taking which has not been consummated, Seller shall immediately notify Buyer of this event. Buyer shall then have the right to terminate this Contract Agreement by written notice thereof to Seller delivered within ten (10) business days after Seller notifies Purchaser Buyer’s receipt of this notice, if Buyer determines that the portion of the condemnationProperty subject to being taken would materially and adversely affect Buyer’s intended use of the Property. If Buyer elects not to exercise the right to terminate pursuant to this Section, taking or deed in lieu or institution of such condemnation proceedingSeller shall assign and deliver to Buyer, and in the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit Buyer shall be returned entitled to Purchaser and neither party shall have any further rightsreceive, dutiesall awards, or obligations hereunder except otherwise payable to Seller, for provisions of this Contract which expressly survive the termination of this Contract. If Purchaser does not terminate this Contract as aforesaid or the taking is not substantial, then both parties by eminent domain. The Parties shall proceed to close the transaction contemplated herein Closing Date pursuant to the terms hereof, in which event Seller shallof this Agreement, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received necessitated by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceedsaction, and there shall be no without any reduction in the Purchase Price. (b) For the purpose of . If Buyer terminates pursuant to this Section 9.1(a), a "substantial portion" of the Property shall be deemed to be (x) any portion of the ImprovementsSection, (yi) neither Party shall have any portion of the Property that restricts rights or reduces the existing access responsibilities 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.other,

Condemnation. Promptly upon obtaining knowledge of the institution of any proceedings for the condemnation of the Property or any portion thereof, Seller will notify Purchaser of the pendency of such proceedings. Purchaser may participate in any such proceedings, and Seller shall provide Purchaser with monthly reports regarding the status of the condemnation proceedings. If (a) In the event that all whole or any substantial portion part of the Property or any interest in the Property is condemned or taken by condemnation or right of eminent domain or conveyed by deed in lieu thereof, prior to the Closing (or if any condemnation proceeding such taking is commenced threatened) and (b) the Property is rendered unsuitable for all or any substantial portion use as a warehouse office and distribution facility substantially of the Property, prior to Closingsame size and utility as the Improvements shown in the Preliminary Design Documents (or would be rendered so unsuitable if the threatened taking occurs), Purchaser may elect shall have the right to terminate this Contract by written notice thereof to Seller Agreement within ten (10) business days after Seller notifies Purchaser following receipt of the condemnation, taking or deed in lieu or institution Seller’s notice of such condemnation proceeding, and in the case of such terminationcondemnation. If Purchaser terminates this Agreement pursuant to this Section, the ▇▇▇▇▇▇▇ Money Deposit shall be promptly returned to Purchaser and neither party thereafter, Seller and Purchaser shall have any no further rightsobligations to the other, duties, or obligations hereunder except for provisions obligations which by the terms of this Contract which expressly Agreement survive the termination of this Contractits termination. If Purchaser does not Purchaser's failure 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 the terms hereof, in which event Seller shall, except as limited in Section 9.1(bwithin such ten (10) 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 business day period shall be deemed to be (x) any portion a waiver of the Improvements, (y) any portion of termination right under the Property that restricts or reduces the existing access preceding sentence. If Purchaser elects not to the Propertyterminate this Agreement, or (z) any portion of if the parking lot that reduces taking will be consummated after the existing aggregate parking spaces Closing, the transaction contemplated 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 Agreement shall be closed in accordance with Section 9.1(a)the terms of this Agreement notwithstanding any such taking, but at the Closing, Seller shall pay to Purchaser any awards collected in connection with such taking and if the proceeds shall assign to Purchaser all of Seller's rights to collect any awards which thereafter may be payable with respect to the Property as a result of condemnation exceed the Purchase Price for the Propertyof, the portion of or to recover against others for, 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 Closingtaking.

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

Condemnation. If, prior to the Closing Date, a material part (aas defined in this Section 16.1) In of the event that all Property is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), Seller shall notify Buyer of such fact promptly after obtaining knowledge thereof and Buyer, at its option, may terminate the Agreement by giving notice to Seller not later than ten (10) Business Days after receipt of Seller’s notice. For the purposes hereof, a “material part” of the Property with respect to the taking of the Property by eminent domain shall mean either (A) the taking of any substantial portion of the Property is condemned or taken reasonably estimated by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of Buyer and Seller to reduce 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" value 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 two and one-half percent (52.5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), (B) if Purchaser has not timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to any Tenant occupying more than 3,000 square feet terminates its Lease at the Property as a result of condemnation exceed the Purchase Price for the Propertytaking. Provided, the portion if any Tenant terminates its lease as a result of such proceeds in excess of a condemnation, the Purchase Price shall be paid to Seller (in addition to reduced using the formula for calculation of an Earnout Payment and the terminated lease shall become an Earnout Space. If Buyer does not timely terminate the Agreement, there shall be no abatement of the Purchase Price) at Price and Seller shall assign to Buyer on the ClosingClosing Date the rights of Seller to any portion of the award that has not been used by Seller to restore or rebuild the Property, if any, for the taking, and Buyer shall be entitled to receive and keep all awards for the taking of the Property or such portion thereof. The foregoing provision Furthermore, Buyer shall survive have the Closingright to approve any settlement with the applicable governmental authority, such approval not to be unreasonably withheld, conditioned or delayed.

Condemnation. (a) In the event that all that, between March 6, 1998 and the Closing Date, any condemnation or eminent domain proceedings are threatened or initiated which might result in the taking of any substantial portion part of the Property is condemned Premises or taken by the taking, material impairment or closing of any right of access to the Premises, Seller shall immediately notify Purchaser in writing of any notice of an intent to take or the commencement or occurrence of any condemnation or eminent domain or conveyed by deed proceedings. If such proceedings would result in lieu thereof, or if the taking of any condemnation proceeding is commenced for all or any substantial portion of the Property, prior Premises or the taking or closing of any right of access to Closingany part of the Premises, Purchaser may elect to terminate this Contract by written notice thereof to Seller shall then notify Seller, within ten (10) business days after of Purchaser's receipt of Seller's notice, whether Purchaser elects as its sole remedies: (a) to terminate this Agreement by written notice to Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the which case of such termination, the ▇▇▇▇▇▇▇ Money Deposit shall be promptly 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 be relieved from any further liability hereunder except as provided in Paragraph 39 below; or (b) to proceed to close with the transaction contemplated herein pursuant to the terms hereofClosing, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver shall assign to Purchaser at 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 the balance of any unpaid proceedscompensation or award made or to be made in connection with such condemnation or eminent domain proceedings, and there this transaction shall be no proceed to Closing without any reduction in the Purchase Price. . Closing shall be delayed, if necessary, for up to ten (b10) For business days to allow Purchaser the purpose full time allowed above to make such election. If Purchaser fails to timely notify Seller of this Section 9.1(a)its election of subparagraph (a) above, a "substantial portion" of the Property Purchaser shall be deemed to be (x) any portion of the Improvements, (y) any portion of the Property that restricts or reduces the existing access to the Property, or (z) any portion of the parking lot that reduces the existing aggregate parking spaces by more than five percent (5%) or renders the Property in violation of existing zoning requirements. Notwithstanding anything to the contrary contained in Section 9.1(a), if Purchaser has not timely have elected to terminate in accordance 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 proceed under subparagraph (in addition to the Purchase Priceb) at the Closing. The foregoing provision shall survive the Closingabove.

Condemnation. (a) If, prior to the Second 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 12.5(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 shallthat, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Second 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)12.5, 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 PropertySecond Closing 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 Second Closing Date, then the Second Closing Date shall be adjourned until restoration or repair is completed, or at the Purchaser's option, the Seller and the Purchaser nevertheless shall proceed with the Second Closing. In such event, at the Second Closing, the Seller shall assign to the Purchaser 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." (zi) any portion Sections 13.2, 13.3 and 13.6. Renumbered Sections 13.2, 13.3 and 13.6 of the parking lot that reduces Amended and Restated Purchase Agreement are hereby deleted in their entirety and replaced with 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.following:

Condemnation. (a) In the event that all or any substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any substantial portion of the PropertyIf, prior to Closing, Purchaser may elect any governmental authority or other entity having condemnation authority shall institute an eminent domain proceeding or take any steps preliminary thereto (including the giving of any direct or indirect notice of intent to terminate this Contract by institute such proceedings) with regard to a material portion of the Real Property, Seller shall give written notice thereof of such proceeding to Seller within Purchaser immediately upon becoming aware of such proceeding and if the same is not dismissed on or before ten (10) days after prior to Closing, Purchaser shall be entitled, as its sole remedy, to terminate this Agreement upon written notice to Seller notifies (a) within fifteen (15) days following notice by Seller to Purchaser of the such condemnation, taking or deed in lieu or institution of (b) on the Closing Date, whichever occurs first. In the event Purchaser does not terminate this Agreement pursuant to the preceding sentence, Purchaser shall be conclusively deemed to have elected to accept such condemnation proceedingand waives any right to terminate this Agreement as a result thereof. For purposes of this section, a “material portion” shall mean that portion of the Real Property which, if taken or condemned, would reduce the value of the Property by not less than Three Hundred Fifty Thousand and in 00/100 Dollars ($350,000.00). In the case of such terminationevent Purchaser elects to terminate this Agreement under this Section 8.1, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and neither party to this Agreement shall thereafter have any further rights, duties, rights or obligations hereunder except for provisions of this Contract which as otherwise expressly survive the termination of this Contractherein. 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 despite such condemnation, Seller and Purchaser shall proceed to close the transaction contemplated herein pursuant to by this Agreement in accordance with the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding or deed in lieu thereof and assign its interest in and to the balance of any unpaid proceeds, and there shall be 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 Seller agrees to give Buyer written notice of any ------------ action or proceeding instituted or pending in eminent domain or for condemnation affecting any part of the event that Premises promptly after Seller's receipt thereof If prior to Closing all or any a substantial portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereofPremises (and, or if for the purposes of this Agreement, a "substantial portion" shall be deemed to include any condemnation proceeding is commenced for all or any substantial portion of the PropertyPremises which includes a portion of the building or which materially and adversely affects access to the building, prior to Closingthe parking or which otherwise materially and adversely affects the use and enjoyment of the Premises) is taken by condemnation or eminent domain proceeding or other transfer in lieu thereof (or in the event any notice of any of the foregoing shall be delivered), Purchaser may elect Buyer shall have the right to terminate this Contract Agreement by written notice thereof to Seller the other party within ten (10) 10 days after Seller notifies Purchaser the receipt of the condemnation, taking or deed in lieu or institution notice of such condemnation proceedingproceedings, and in which event the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit Monies shall be returned to Purchaser Buyer and neither party shall have any further rightsliability or obligation hereunder. In the event of a partial taking of less than a substantial portion of the Premises this Agreement shall continue in full force and effect and Seller shall, dutiesat Closing, credit or obligations hereunder except for provisions assign to Buyer all of Seller's right, title and interest in the condemnation award and all other rights or claims arising out of or in connection with any such eminent domain or condemnation action or proceeding. Venue & Jurisdiction (1) SELLER and BUYER agree that in the event of any dispute, disagreement or claim, legal and/or equitable venue shall lie with the Court of Common Pleas of Bucks County and the parties by this Contract which expressly survive Agreement submit to the termination jurisdiction of this Contract. If Purchaser does not terminate this Contract as aforesaid the Court. (2) Notwithstanding Subparagraph (I) supra, SELLER and BUYER may ----- agree to submit any claim, controversy or the taking is not substantial, then both parties shall proceed dispute to close the transaction contemplated herein arbitration pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser at Commercial Arbitration Rules of the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceeding American Arbitration Association amended and effective July 1996. Any decision or deed in lieu thereof and assign its interest in and to the balance award of any unpaid proceeds, and there arbitration shall be no reduction in final and binding upon the Purchase Price. (b) For parties, excepted as provided by law under the purpose of this Section 9.1(a), a "substantial portion" provisions of the Property shall be deemed to be (x) any portion of the ImprovementsUniform Arbitration Act, (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.42 Pa. C.

Condemnation. (a) In the event that all or If any substantial portion of a building included in the Property Pending Projects is condemned or taken by condemnation or eminent domain or conveyed is the subject of a threatened or pending condemnation or eminent domain proceeding that has not been consummated prior to the Closing Dates resulting in a decrease in the value of the Pending Projects in an amount not exceeding ______________ Dollars ($__________), the Purchaser and the Sellers shall consummate the transaction, provided that the Sellers shall assign to the Purchaser such Sellers' rights to all awards for the condemnation or taking and shall indemnify the Purchaser with respect to any costs incurred by deed the Purchaser in lieu thereofrepairing and restoring the property that are not paid by the condemnation awards up to the amount of ______________ Dollars ($_________) or may, or if at the Sellers' election, grant the Purchaser a credit in such amount against the consideration payable for the acquired property. (b) If any condemnation proceeding is commenced for all or any substantial portion of a building included in the Property, Pending Projects is taken by condemnation or eminent domain or is the subject of a threatened or pending condemnation or eminent domain proceeding that has not been consummated prior to Closingthe Closing Date resulting in a decrease in the value of such property in an amount in excess of ____________ Dollars ($_______), the Purchaser may elect to terminate this Contract by written notice thereof to Seller within ten (10) days after Seller notifies following such event, either to terminate its obligation, to acquire the property under this Agreement upon written notice to the Sellers, or to consummate the transaction, in which event the Sellers shall assign to the Purchaser of such Sellers' rights to all awards for the condemnationcondemnation or taking, taking but without the indemnity provided in subsection (a) above. The Purchaser's failure to affirmatively elect whether to terminate or deed in lieu or institution of such condemnation proceeding, and in consummate the case of such termination, the ▇▇▇▇▇▇▇ Money Deposit transaction within said ten (10) day period shall be returned deemed the Purchaser's election to consummate the transaction. If the Purchaser and elects to terminate its obligation to acquire the property under this Agreement pursuant to this provision, neither party shall have any further rights, duties, obligations to acquire or obligations hereunder except for provisions of convey such property 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 hereof, in which event Seller shallAgreement, except as limited otherwise provided 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 Pricethis Agreement. (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 of the taking of all or any substantial material portion or portions of the Langhorne Property is condemned or taken by eminent domain proceedings or conveyed by deed in lieu thereofthe commencement of any such proceeding, or if at any condemnation proceeding is commenced for all or any substantial portion of the Property, time prior to Closingthe completion of Settlement, Purchaser may elect Buyer shall have the right, at Buyer’s sole option, to terminate this Contract Agreement by giving written notice thereof to Seller within ten fifteen (1015) calendar days after Seller notifies Purchaser of the condemnation, taking or deed in lieu or institution Buyer of such condemnation proceeding. If this Agreement is so terminated, Buyer shall surrender to Seller Buyer’s copy of this Agreement for cancellation, the Deposit shall he returned to Buyer, and in the case of such terminationthis Agreement shall thereupon become null and void and, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser and thereafter, neither party hereto shall have any further rights, duties, liabilities or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contracthereunder. If Purchaser Buyer does not so terminate this Contract as aforesaid Agreement, the Purchase Price for the Langhorne Property shall be reduced by the total of any awards 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 other proceeds actually received by Seller attributable with respect to any such taking, or the Purchase Price for the Langhorne Property from such condemnation, eminent domain proceeding or deed in lieu thereof shall remain unchanged and at Settlement Seller shall assign its interest to Buyer all rights of Seller in and to the balance any awards or other proceeds payable by reason of any unpaid proceeds, and there shall be no reduction in the Purchase Pricesuch taking. (b) For Notwithstanding the purpose of this Section 9.1(a)foregoing, a "substantial portion" Seller shall not settle, compromise or otherwise stipulate to any award or recovery in connection with any condemnation of the Langhorne Property if such condemnation reduces the value by at least Five Hundred Thousand Dollars ($500,000) (as reasonably estimated by Seller) and occurs after the expiration of the Due Diligence Period, without the prior written approval of Buyer, which approval shall not be unreasonably withheld or delayed and shall be deemed to be denied if not given in writing by Buyer within three (x3) any portion business days after Buyer’s receipt 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 ClosingSeller’s request therefor.

Condemnation. (a) In If, prior to the event that Closing Date, 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 (collectively, a “Taking”), Seller shall give Purchaser immediate written notice of such Taking. In the event of any immaterial Taking with respect to the Property or any substantial portion thereof, Seller and Purchaser shall proceed to close under this Agreement, and Purchaser shall receive a credit equal to the value of the property subject to the Taking. For purposes of this Agreement, the term “immaterial Taking” shall mean such instances of Taking of the Property, prior to Closing: (i) which do not result in a decrease below the amount required by law in the number of parking spaces at the Property (taking into account the number of additional parking spaces that can be provided within 120 days of such Taking); and (ii) which generate condemnation proceeds of less than $50,000. In the event of any material Taking of the Property or any portion thereof, Purchaser may may, at its option, by written notice to Seller given within thirty (30) days after receipt of such notice from Seller, 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 chooses to terminate this Agreement in accordance with this Section 7.2, then the condemnation, taking or deed in lieu or institution of such condemnation proceeding, and in the case of such termination, the ▇▇Ea▇▇▇▇▇ Money Deposit ▇oney 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 Property contemplated by this Agreement, less any interest taken by eminent domain or the taking is not substantialcondemnation, then both parties or sale in lieu thereof, Purchaser shall proceed to close the transaction contemplated herein pursuant receive a credit equal to the terms hereofvalue of the Taking, in which event Seller shall, except as limited in Section 9.1(b) hereof, deliver to Purchaser and at the Closing Closing, Seller shall retain or Purchaser shall assign back to Seller all of the right, title, and interest of the Property owner 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 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 taking. The terms 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 7.2 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 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.