Common use of Condemnation; Casualty Clause in Contracts

Condemnation; Casualty. Seller shall promptly notify Buyer in writing of any casualty or any condemnation proceeding commenced with respect to the Property prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion of the Property, then Buyer may elect, by notice to Seller within fifteen (15) days after receipt of Seller’s notice, to terminate this Agreement, in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreement, or in the event of any casualty or condemnation that does not result in a loss of a material portion of the Property, then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not have the right to terminate this Agreement (provided, however, that the provisions of clause (a) of the preceding sentence of this paragraph shall nevertheless apply to any such casualty loss).

Condemnation; Casualty. Seller If, before the Closing, Wolf receives notice that either of the Contributed Hotels are to be wholly or partially condemned, or if either of the Contributed Hotels is wholly or partially destroyed by fire or other casualty, or if so much of either of the Contributed Hotels is damaged by fire or other casualty, then, in any such event, Wolf shall promptly notify Buyer CNL in writing of any casualty such event (which notice will, to the extent then known, contain the amount of compensation offered for such condemnation or the amount of insurance proceeds offered to be paid on account of such casualty, as the case may be) and CNL shall have the right to (i) terminate this Agreement in its entirety by delivering notice of termination in writing to Wolf on or prior to the Closing Date and upon giving such notice of termination the parties hereto shall be released and discharged from any condemnation proceeding commenced further obligation to each other hereunder except for those which expressly survive the termination of this Agreement; (ii) terminate this Agreement with respect to the Property Contributed Hotel which is the subject of the casualty or condemnation event by delivering notice of termination in writing to Wolf on or prior to the Close Closing Date and upon giving such notice of Escrow. If termination the parties hereto shall be released and discharged from any further obligation to each other hereunder with respect to such damage or proceeding relates to or may result in Contributed Hotel except for those which expressly survive the loss termination of any material portion of the Property, then Buyer may elect, by notice to Seller within fifteen (15) days after receipt of Seller’s notice, to terminate this Agreement; or (iii) consummate the transactions contemplated herein on the Closing Date, in which event and the Exxxxxx Money Partnership shall be immediately returned entitled to Buyer and thereafter neither party shall have any further rights all proceeds of fire or obligations hereunder. If Buyer does not terminate this Agreement, or in the event of any other casualty insurance or condemnation that does not result in a (other than proceeds relating to business interruption or loss of a material portion of for periods prior to the PropertyClosing Date), then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer CNL shall receive a credit against to the Purchase Price for any deductibles with respect to any insurance proceeds in an amount equal to the product of such deductible multiplied by CNL’s percentage interest in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion Partnership as of the Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, Closing Date; provided, however, that if a with respect to any casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) aboveafter the Initial Anticipated Closing Date, Buyer CNL shall not have the right to terminate this Agreement (provided, however, that the provisions of set forth in clause (ai) or (ii) of this sentence unless the preceding sentence cost of this paragraph the restoration as reasonably estimated by CNL exceeds $500,000. Wolf shall nevertheless apply to any such casualty loss)have no responsibility for the restoration and repair of the Property.

Condemnation; Casualty. Seller shall promptly notify Buyer in writing of any casualty (a) If all or any condemnation proceeding commenced with respect to the Property prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion of the Property, or any material portion of any land on which off-site access, parking, utility service or stormwater detention is located (and which is required for the use and development of the Property) is taken or condemned by any entity with the power of eminent domain prior to the date of the Closing or if Purchaser receives notice of a proposed taking prior to the date of the Closing, then Buyer may elect, Purchaser will have the option of either (i) terminating this Agreement by giving written notice to Seller within fifteen (15) days after receipt of Seller’s notice, to terminate this Agreement, in which event the Exxxxxx all Xxxxxxx Money shall will be immediately returned refunded to Buyer Purchaser and thereafter neither party shall have any this Agreement and all rights and obligations created under this Agreement will be of no further rights force or obligations hereunder. If Buyer does not terminate this Agreementeffect, except as expressly provided to the contrary, or in (ii) requiring Seller to convey the event of any casualty or condemnation that does not result in a loss of a material remaining portion of the Property, then Buyer shall close Escrow Property to Purchaser pursuant to the terms and shall accept such Property in its then condition and, upon provisions of this Agreement and to transfer and assign to Purchaser at the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount Closing all of Seller’s deductible under its casualty insurance policy right, title and Seller shall assign interest in and to Buyer all insurance proceeds payable any award made or to Seller be made for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, . Seller and Purchaser agree that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not Purchaser will have the right to terminate this Agreement (provided, however, that participate in all negotiations relating to the provisions of clause (a) Property or to the compensation to be paid for any portion or portions of the preceding sentence Property to be condemned. (b) If, prior to Closing, the Property is subject to a casualty event, Purchaser shall close this transaction on the date and at the Purchase Price agreed upon in Section 3, and Seller will, at Seller’s option, either: (i) assign to Purchaser the physical damage proceeds of this paragraph shall nevertheless apply any insurance policies payable to Seller, up to the amount of the Purchase Price and, if an insured casualty, pay to Purchaser the amount of any such deductible but not to exceed the amount of the loss, or (ii) raze the improvements and remove all debris and retain any and all casualty loss)insurance proceeds. If necessary the Closing may be extend for a reasonable time to allow Seller to remove the improvements.

Condemnation; Casualty. Seller shall promptly notify Buyer in writing of any casualty or any condemnation proceeding commenced with respect to In the Property event that prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of Closing Date (a) there shall be instituted against any material portion of the PropertyProperty or material access thereto any proceeding in condemnation, then Buyer may elect, by notice to Seller within fifteen (15) days after receipt of Seller’s notice, to terminate this Agreement, eminent domain or any written request for a conveyance in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreementlieu thereof, or in the event of any casualty should Seller receive notice that such proceedings are threatened or condemnation that does not result in a loss of a material portion of the Property, then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit have been commenced against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign Property (hereinafter collectively referred to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer as “Condemnation Proceedings”) or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for there shall occur any fire, casualty or damage substantially affecting the physical condition of the Property or the Assets or any portion thereof (hereafter collectively a condemnation“Casualty”), then Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” give Purchaser immediate notice thereof and Purchaser shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not have the right to terminate this Agreement by written notice to Seller within ten (provided10) days after Purchaser receives notice of such Condemnation Proceedings or Casualty and this Agreement shall be null and void and neither party hereto shall have any further rights, howeverobligations or liabilities hereunder except as otherwise specifically provided in this Agreement to survive any termination or expiration hereof. In the event that Purchaser shall not elect to terminate this Agreement pursuant to this Section 14, that Purchaser shall be obligated to close the provisions of clause (a) purchase and sale contemplated hereby less the portion of the preceding sentence Property so taken or subject to said Condemnation Proceedings or subject to the damage caused by the Casualty without adjustment of this paragraph the Purchase Price and Seller shall nevertheless apply assign or pay to Purchaser at Closing all of Seller’s right, title and interest in any condemnation award or insurance proceeds payable on account of such casualty loss)Condemnation Proceedings or Casualty or pay to Purchaser all such awards or proceeds previously paid and Seller shall have no obligation to repair or restore the Property. The Closing Date shall be extended, if necessary, to permit ten (10) days for Purchaser to make Purchaser’s election as set forth above.

Condemnation; Casualty. Seller shall promptly notify Buyer in writing of any casualty (a) In the event that the whole or any condemnation proceeding commenced with respect material part of the Premises shall be taken during the term of this Lease or any extension or renewal thereof for any public or quasi-public use under any governmental law, ordinance, regulation or by right of eminent domain, or shall be sold to the Property prior condemning authority under threat of condemnation with the result that the Premises cannot continue to be operated for the Permitted Use in Tenant's reasonable discretion, or if all reasonable access to the Close adjacent roadways from the existing or comparable curb cuts shall be taken (any of Escrow. If any such damage events being hereinafter referred to as a “taking”), Landlord or proceeding relates Tenant shall have the option of terminating this Lease as of a date no earlier than the date of such taking, such termination date to or may result be specified in a notice of termination to be given by the loss of any material portion of terminating party to the Property, then Buyer may elect, by notice to Seller within fifteen other party not fewer than fourteen (1514) days after receipt the date on which possession of Seller’s noticethe Premises, or part thereof, must be surrendered to the condemning authority or its designee. (b) In the event of any taking which does not give rise to an option to terminate this Agreement, in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreement, (as described above) or in the event of any casualty a taking which does give rise to an option to terminate (as described above) and neither Landlord or condemnation that does not result Tenant elect to terminate, then and in a loss either such event, this Lease shall terminate (as of a material the date of such “taking”) with respect only to the portion of the PropertyPremises so taken, then Buyer but shall close Escrow remain in full force and effect with respect to the remainder of the Premises, and Landlord shall, to the extent of the award from such taking (which word “award” shall accept mean the net proceeds of any award with respect to such taking after deducting reasonable expenses of any settlement, or net purchase price under a sale in lieu of condemnation but shall exclude any portion of the total award that relates to Landlord’s reversionary interest), promptly restore or repair the Premises and all improvements thereon (except those items of Tenant’s Property in its then which Tenant is permitted to remove under the terms of this Lease) to the same condition and, upon as existed immediately prior to such taking insofar as is reasonably possible. If the Close estimated cost of Escrow: (a) for a casualty loss, Buyer restoration or repair shall receive a credit against the Purchase Price in exceed the amount of Seller’s deductible under its casualty insurance policy such award, Landlord may elect to expend such excess to restore or repair the Premises or may elect to terminate this Lease. In such event, from and Seller shall assign to Buyer all insurance proceeds after the date of such taking, Base Rent and other charges payable to Seller Landlord shall be reduced in proportion to the amount of the Premises taken. If the award shall exceed the amount spent or to be spent promptly to effect such restoration, repair or replacement, such excess shall unconditionally belong to Landlord. (c) Nothing contained herein shall be construed to preclude Tenant, at its cost, from independently prosecuting any claim directly against the condemning authority in such condemnation proceeding for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awardsto, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” shall mean damage or loss the cost of which removal of, stock, trade fixtures, furniture, other personal property belonging to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more Tenant, and loss of the Property, Tenant's business; provided, however, that if no such claim shall diminish or otherwise adversely affect Landlord's award. (d) If this Lease is terminated by reason of a casualty loss occurring as a result taking, then Landlord and Tenant shall share the award in any such condemnation or eminent domain proceedings or purchase, with Tenant getting any award specifically made to reimburse Tenant for the taking of Tenant’s removal Property or for moving expenses or business losses and Landlord getting the balance of the award. (e) If the Premises should be damaged or destroyed by fire or other casualty to the extent that the same cannot be reasonably repaired or restored within 180 days after the occurrence of such casualty, Landlord or Tenant may terminate this Lease upon giving notice to the other party within thirty (30) days after the casualty occurs. In the event of any equipment such termination, except to the extent they are for Tenant’s Property, all insurance proceeds payable in connection with such casualty shall be shared by Landlord and Tenant in the same manner that Landlord and Tenant share in a condemnation award under Section 8(c) above. (f) If the Premises are damaged by fire or other casualty and this Lease is not terminated pursuant to Section 7(b)(iisubparagraph 8(e) above, Buyer then this Lease shall not have continue in effect and the right Premises shall be promptly restored by Landlord or Tenant, at Landlord’s sole election, to terminate this Agreement the condition in which it existed at the time the casualty occurred (providedor to such other condition as may be reasonably possible), howeverand all insurance proceeds payable with respect to such casualty shall be applied to the cost of such repairs and/or reconstruction, and if it reasonably appears that the provisions of clause (a) cost of the preceding sentence repairs and restoration will exceed the amount of this paragraph shall nevertheless apply to any the insurance proceeds actually received, Tenant will pay such casualty loss)deficiency.

Condemnation; Casualty. Seller shall promptly notify Buyer in writing of If, between the Effective Date and a Closing, any casualty or any condemnation proceeding commenced with respect to the Property prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion of the PropertyProperty is taken in condemnation, then Seller shall notify Buyer may elect, of that fact and Buyer shall have the option to terminate this Agreement and its obligations hereunder. The option to terminate contained in this Article XII must be exercised by written notice to Seller within fifteen (15) no later than ten business days after receipt Buyer is notified in writing by Seller or others of Sellerthe condemnation, the exact areas to be condemned, and the condemning authority’s notice, appraised condemnation value. If Buyer exercises its option to terminate in accordance with this AgreementArticle XII, in which event the Exxxxxx Money Title Company shall be immediately returned return the Deposit to Buyer and thereafter neither party shall have any further rights or obligations obligation hereunder. If Buyer does not exercise its option to terminate as provided in this Article XII, the Agreement shall continue in full force and effect. In such event, the Purchase Price shall be paid by Buyer at Closing without reduction, but Seller shall remit to Buyer all awards or other proceeds received by Seller as a result of the condemnation. If, between the Effective Date and a Closing, the Property is materially damaged or destroyed by fire or other casualty, Seller shall notify Buyer of that fact and Buyer shall have the option to terminate this AgreementAgreement and its obligations hereunder. The option to terminate contained in this Article XII must be exercised by written notice to Seller no later than ten business days after Buyer is notified in writing by Seller or others of the casualty. If Buyer exercises its option to terminate in accordance with this Article XII, or in the event of Title Company shall return the Deposit to Buyer and neither party shall have any casualty or condemnation that further obligation hereunder. If Buyer does not result exercise its option to terminate as provided in a loss of a material portion this Article XII, the Agreement shall continue in full force and effect and Seller shall have no obligation to make any repairs or replacement of the Property, then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy assign and Seller shall assign transfer to Buyer all right title and interest of Seller in and to any collected or uncollected casualty insurance proceeds payable to which Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is may be entitled to receive resulting from such condemnation proceedingdamage. For purposes of this Agreement, a paragraph the Property shall be considered “material portion of the Propertymaterially damaged” shall mean damage or loss if the cost of which to repair exceeds One Hundred Fifty Thousand Dollars (is in excess of $150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not have the right to terminate this Agreement (provided, however, that the provisions of clause (a) of the preceding sentence of this paragraph shall nevertheless apply to any such casualty loss)35,000.00.

Condemnation; Casualty. If, during the period between the date hereof and the Closing, the Town of Islip or any other governmental authority having a power of eminent domain shall initiate any condemnation or eminent domain proceedings (“Taking Proceedings”) which might result in the taking of the Property or any part thereof (the "Taking") or if there are pending any such Taking Proceedings, then, in any such event, (I) Seller shall promptly so notify Buyer in writing Purchaser, (II) Seller shall have no liability to Purchaser on account thereof, (III) Purchaser shall have the right to elect either (a) to accept such title as Seller is able to convey, without any reduction of any casualty the Purchase Price or any condemnation proceeding commenced credit or allowance on account thereof or any other claim against Seller, or (b) to terminate this Agreement. If Purchaser elects to terminate this Agreement pursuant to the preceding clause (III) (b), then this Agreement shall terminate, whereupon (i) the Downpayment shall be returned to Purchaser, and (ii) thereafter, Purchaser and Seller shall have no further liability or obligations under this Agreement except with respect to the provisions hereof which by their terms expressly survive the termination hereof. Purchaser shall make its election between subclauses (a) and (b) of clause III by written notice to Seller given not later than the fifth (5th) business day after the receipt by Purchaser of notice from Seller of condemnation or eminent domain proceedings. If Purchaser shall fail to give such notice as aforesaid, Purchaser shall be deemed to have elected subclause (b) above of Clause III. If this Agreement is not terminated by reason of any such Taking Proceedings, then this Agreement shall remain in full force and effect, and Seller and Purchaser shall proceed to effectuate the Closing under all the terms of this Agreement, subject, however, to the following: (1) Purchaser shall accept the Property subject to the Taking Proceedings (or, if the Taking shall have occurred prior to the Closing, Purchaser shall accept the remaining portions of the Property), without any adjustment to the Purchase Price on account thereof; (2) Seller, prior to the Closing, shall, in consultation with Purchaser, and at Purchaser's sole cost and expense, make all filings and other submissions required of the owner of the Property prior to the Close Closing in order to preserve and/or apply for any and all claims for any condemnation award on account of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion of the Property, then Buyer may elect, by notice to Seller within fifteen (15) days after receipt of Seller’s notice, to terminate this Agreement, in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreement, or in the event of any casualty or condemnation that does not result in a loss of a material portion of the Property, then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the PropertyTaking Proceedings, provided, however, that if a casualty loss occurring Seller shall not settle any such claims without Purchaser's approval, which approval Purchaser shall not unreasonably withhold; and (3) Seller, at the Closing, shall (x) pay to Purchaser an amount equal to any condemnation award theretofore received by Seller on account of such Taking, and (y) assign and transfer to Purchaser all of Seller's right, title and interest in and to any condemnation award which may thereafter be paid on account of such Taking. Notwithstanding the foregoing, if, and to the extent, any of Seller's Personal Property is condemned as a result of Tenant’s removal part of any equipment pursuant such Taking, Seller shall be entitled to Section 7(b)(ii) above, Buyer shall not have receive and retain the right to terminate this Agreement (provided, however, that the provisions portion of clause (a) of the preceding sentence of this paragraph shall nevertheless apply to any such casualty loss)condemnation awards allocable thereto.

Condemnation; Casualty. Seller shall promptly notify Buyer in writing of any casualty (a) In the event that the whole or any condemnation proceeding commenced with respect material part of the Premises shall be taken during the term of this Lease or any extension or renewal thereof for any public or quasi-public use under any governmental law, ordinance, regulation or by right of eminent domain, or shall be sold to the Property prior condemning authority under threat of condemnation with the result that the Premises cannot continue to be operated for the Permitted Use in Tenant's reasonable discretion, or if all reasonable access to the Close adjacent roadways from the existing or comparable curb cuts shall be taken (any of Escrow. If any such damage events being hereinafter referred to as a “taking”), Landlord or proceeding relates Tenant shall have the option of terminating this Lease as of a date no earlier than the date of such taking, such termination date to or may result be specified in a notice of termination to be given by the loss of any material portion of terminating party to the Property, then Buyer may elect, by notice to Seller within fifteen other party not fewer than fourteen (1514) days after receipt the date on which possession of Seller’s noticethe Premises, or part thereof, must be surrendered to the condemning authority or its designee. (b) In the event of any taking which does not give rise to an option to terminate this Agreement, in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreement, (as described above) or in the event of any casualty a taking which does give rise to an option to terminate (as described above) and neither Landlord or condemnation that does not result Tenant elect to terminate, then and in a loss either such event, this Lease shall terminate (as of a material the date of such “taking”) with respect only to the portion of the PropertyPremises so taken, then Buyer but shall close Escrow remain in full force and effect with respect to the remainder of the Premises, and Landlord shall, to the extent of the award from such taking (which word “award” shall accept mean the net proceeds of any award with respect to such taking after deducting reasonable expenses of any settlement, or net purchase price under a sale in lieu of condemnation but shall exclude any portion of the total award that relates to Landlord’s reversionary interest), promptly restore or repair the Premises and all improvements thereon (except those items of Tenant’s Property in its then which Tenant is permitted to remove under the terms of this Lease) to the same condition and, upon as existed immediately prior to such taking insofar as is reasonably possible. If the Close estimated cost of Escrow: (a) for a casualty loss, Buyer restoration or repair shall receive a credit against the Purchase Price in exceed the amount of Seller’s deductible under its casualty insurance policy such award, Landlord may elect to expend such excess to restore or repair the Premises or may elect to terminate this Lease. In such event, from and Seller shall assign to Buyer all insurance proceeds after the dateof such taking, Base Rent and other charges payable to Seller Landlord shall be reduced in proportion to the amount of the Premises taken. If the award shall exceed the amount spent or to be spent promptly to effect such restoration, repair or replacement, such excess shall unconditionally belong to Landlord. (c) Nothing contained herein shall be construed to preclude Tenant, at its cost, from independently prosecuting any claim directly against the condemning authority in such condemnation proceeding for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awardsto, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” shall mean damage or loss the cost of which removal of, stock, trade fixtures, furniture, other personal property belonging to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more Tenant, and loss of the Property, Tenant's business; provided, however, that if no such claim shall diminish or otherwise adversely affect Landlord's award. (d) If this Lease is terminated by reason of a casualty loss occurring as a result taking, then Landlord and Tenant shall share the award in any such condemnation or eminent domain proceedings or purchase, with Tenant getting any award specifically made to reimburse Tenant for the taking of Tenant’s removal Property or for moving expenses or business losses and Landlord getting the balance of the award. (e) If the Premises should be damaged or destroyed by fire or other casualty to the extent that the same cannot be reasonably repaired or restored within 180 days after the occurrence of such casualty, Landlord or Tenant may terminate this Lease upon giving notice to the other party within thirty (30) days after the casualty occurs. In the event of any equipment such termination, except to the extent they are for Tenant’s Property, all insurance proceeds payable in connection with such casualty shall be shared by Landlord and Tenant in the same manner that Landlord and Tenant share in a condemnation award under Section 8(c) above. (f) If the Premises are damaged by fire or other casualty and this Lease is not terminated pursuant to Section 7(b)(iisubparagraph 8(e) above, Buyer then this Lease shall not have continue in effect and the right Premises shall be promptly restored by Landlord or Tenant, at Landlord’s sole election, to terminate this Agreement the condition in which it existed at the time the casualty occurred (providedor to such other condition as may be reasonably possible), howeverand all insurance proceeds payable with respect to such casualty shall be applied to the cost of such repairs and/or reconstruction, and if it reasonably appears that the provisions of clause (a) cost of the preceding sentence repairs and restoration will exceed the amount of this paragraph shall nevertheless apply to any the insurance proceeds actually received, Tenant will pay such casualty loss)deficiency.

Condemnation; Casualty. Seller (a) If the Leased Space or any material part of any of them shall be taken by any authorized entity by eminent domain or by negotiated purchase under threat thereof, and as a consequence thereof the Leased Space shall become totally untenantable or the use of the common areas is impaired, this Lease shall terminate as of the date when possession thereof is surrendered and all rights and obligations of Lessee in and under this Lease shall immediately cease and terminate. If a part of the Leased Space shall be so taken or purchased so that the Leased Space becomes only partially untenantable or the suitability and use of the Leased Space or the common areas are not materially impaired, Rent shall be equitably and proportionately abated. All compensation awarded for any taking (or the proceeds of negotiated sale under threat thereof), whether for the whole or a part of the Leased Space, shall be the property of Lessor, whether such proceeds or award are compensation for loss or damage to Lessor's or Lessee's property or their respective interests in the Leased Space, except that the portion of such compensation which is allocable to leasehold or other tenant improvements made at Lessee's sole cost and expense and awards for Xxxxxx's moving or relocation expenses and Xxxxxx's business interruption losses shall be the property of Xxxxxx. If less than all of the Leased Space shall be taken as aforesaid and this Lease does not terminate, Lessor, at its sole cost and expense, shall promptly notify Buyer in writing of any casualty or any condemnation proceeding commenced with respect restore the Leased Space, as the case may be, to such condition which is nearly as possible the Property same as prior to such taking. (b) If the Close Leased Space shall be damaged by fire or other casualty covered by Xxxxxx's policy of Escrowfire and extended coverage casualty insurance maintained on the Leased Space and (i) the Leased Space is thereby rendered wholly unsuitable for its intended use, or (ii) the cost of repair or restoration as estimated by a contractor, architect or other construction consultant selected by Lessor and Lessee, exceeds one-third (1/3) of the full replacement cost of the Leased Space; then in either such event either party may terminate this Lease. In addition, if the contractor, engineer or other construction consultant estimates that the required repair or restoration work cannot be completed within ninety (90) days of the occurrence of such damage, either Lessor or Lessee may terminate this Lease. If any such damage or proceeding relates to or may result in the loss of any material portion of the Property, then Buyer may elect, by notice to Seller within fifteen (15) days after receipt of Seller’s notice, either party is entitled to terminate this AgreementLease and desires to do so, in which event it shall give the Exxxxxx Money other party written notice of termination within thirty (30) days of the occurrence of such damage, and upon the giving of such notice, this Lease shall terminate as of the date of the casualty, and any prepaid Rent shall be immediately returned refunded to Buyer and thereafter neither party shall have any further rights or obligations hereunderLessee. If Buyer does not terminate the Leased Space is damaged by any casualty as described in the first sentence of this AgreementSection 14(b), or but is rendered only partially untenantable, Lessor shall promptly repair the same at its expenses, and the Rent shall proportionately xxxxx during the period of such partial untenantability; provided however, that in the event of any casualty or condemnation Lessee determines, in its discretion, that does such remaining space is not result in a loss of a material portion of the Propertysuitable for Lessee's purposes, then Buyer Lessee shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not have the right to terminate this Agreement Lease by giving written notice to Lessor within thirty (provided, however, that the provisions of clause (a30) days of the preceding sentence date of this paragraph shall nevertheless apply to any such casualty loss)casualty.

Condemnation; Casualty. Seller shall promptly notify Buyer in writing (a) In the event of any damage by fire or other casualty or any condemnation proceeding commenced with respect to the Property prior Premises that cannot reasonably be expected to be repaired within forty-five (45) days following same or, if the Lessee’s right of access to the Close of Escrow. If any Premises is damaged by fire or other casualty so that such damage or proceeding relates may reasonably be expected to or may result in disrupt Xxxxxx's operations at the loss of any material portion of the PropertyPremises for more than forty-five (45) days, then Buyer Lessee may electat any time following such fire or other casualty, by notice provided Lessor has not completed the restoration or alternative means of access required to Seller within permit Lessee to resume its operation at the Premises, terminate this Lease upon fifteen (15) days after receipt written notice to Lessor. Any such notice of Seller’s noticetermination shall cause this Lease to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Lease and the parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Lease. Notwithstanding the foregoing, provided that the casualty was not caused by the acts or omissions of Lessee, all Rent shall xxxxx during the period following such fire or other casualty in proportion to the degree to which Xxxxxx's use of the Premises is impaired, until the time repairs are complete and Lessee is able to use the Premises in accordance with its intended purposes. (b) If any governmental, public body or other condemning authority takes, or if Lessor transfers in lieu of such taking, all or part of the Premises, then Lessee may elect to (i) terminate this AgreementLease, effective on the date that title vests in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreementcondemning authority, or in (ii) relocate the event of any casualty or condemnation that does not result in a loss of a material portion of Equipment to an alternative location on the Property, then Buyer reasonably acceptable to Lessor. Lessee shall close Escrow and shall accept such Property in provide written notice of its then condition and, upon the Close election within thirty (30) days after receiving actual notice of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not have the right to terminate this Agreement (provided, however, that the provisions of clause (a) of the preceding sentence of this paragraph shall nevertheless apply to any such casualty loss)taking.

Condemnation; Casualty. Seller 7.1 If the entire Leased Premises is taken by any public or quasi-public agency or entity under the power of eminent domain during the term of this Lease, this Lease shall promptly notify Buyer in writing terminate and Lessor shall rebate any pro-rata rents remaining under the Term of this Lease. 7.2 If only a portion of the Leased Premises is taken by eminent domain, and such portion so taken adversely effects access to, or water or utilities available to, the Leased Premises or otherwise adversely impairs Lessee’s use of the Leased Premises or operations thereon, then Lessee may terminate this Lease by giving Lessor thirty (30) days’ prior written notice of termination. If only a portion of the Leased Premises is taken by eminent domain and Lxxxxx does not terminate this Lease, the rent (base and expense pass-throughs) thereafter payable under this Lease shall be equitably abated. 7.3 No agreement, settlement, sale, or transfer to or with the condemning authority shall be made without the consent of Lxxxxx and Lessee. Lxxxxx and Lxxxxx each agree to execute and deliver to the other Party any instruments that effectuate or facilitate the provisions of this Lease relating to condemnation. In the event of any casualty taking, Lessor shall be entitled to any and all compensation, damages, income, rent, awards and any interest therein whatsoever that may be paid or any condemnation proceeding commenced with respect to made in connection therewith, awarded for the Property prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion fee title of the Property, then Buyer may elect, by notice to Seller within fifteen (15) days after receipt of Seller’s notice, to terminate this Agreement, in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party Lessee shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreement, or a claim for the leasehold interest in the event Property including any unexpired term of this Lease, and for the unamortized value of any casualty or condemnation that does not result in a improvements to the Property made and paid for by Lessee. In addition, Lxxxxx may also prosecute any claim directly against the condemning authority for moving expenses, loss of a material business, goodwill, for damage to, and cost of removal of, trade fixtures and other personal property belonging to Lxxxxx, provided that no such claim shall diminish or adversely affect Lessor’s award. 7.4 If all or any portion of the PropertyLeased Premises is damaged or destroyed by casualty, then Buyer Lessor shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is be entitled to receive resulting from such condemnation proceedingany and all the insurance proceeds. For purposes Page 8 of this Agreement, a “material portion of the Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not have the right to terminate this Agreement (provided, however, that the provisions of clause (a) of the preceding sentence of this paragraph shall nevertheless apply to any such casualty loss).20 LESSEE: LESSOR:

Condemnation; Casualty. Seller shall promptly notify Buyer in writing of any casualty (a) In the event that all or any condemnation proceeding commenced with respect to the Property prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any material substantial portion of the PropertyProperty is condemned or taken by eminent domain after the Due Diligence Period but prior to Closing, then Buyer may electPurchaser may, at its option, either (i) terminate this Agreement by written notice thereof to Seller within fifteen ten (1510) days after receipt Seller notifies Purchaser of Seller’s noticethe condemnation and receives an immediate refund of the Exxxxxx Money, or (ii) proceed to terminate this Agreementclose the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall assign to Purchaser at the Exxxxxx Money Closing all proceeds and awards and/or shall deliver to Purchaser at the Closing any proceeds and awards actually received by Seller attributable to the Property from such condemnation or eminent domain proceeding. In the event Purchaser fails to timely deliver written notice of termination as described in (i) above, Purchaser shall be immediately returned deemed to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreement, or elected to proceed in accordance with (ii) above. (b) In the event of that all or any casualty or condemnation that does not result in a loss of a material substantial portion of the PropertyProperty shall be damaged or destroyed by fire or other casualty after the Due Diligence Period but prior to the Closing, then Buyer Purchaser may, at its option, either (i) terminate this Agreement by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the casualty and receive an immediate refund of the Exxxxxx Money, or (ii) proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall close Escrow and shall accept deliver to Purchaser at the Closing any insurance proceeds actually received by Seller attributable to the Property from such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer Purchaser any and all claims for such insurance proceeds payable attributable to Seller for property damage from Seller’s insurer or Tenant’s insurerthe Property, if applicableand there shall be no reduction in the Purchase Price. In the event Purchaser fails to timely deliver written notice of termination as described in (i) above, resulting from such casualty; and/or Purchaser shall be deemed to have elected to proceed in accordance with (bii) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. above. (c) For the purposes of this AgreementSections 10(a) and 10(b), a “material portion substantial portion” of the Property” Property shall mean damage be deemed to include any taking or casualty loss the cost of which equal to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more greater than 10% of the Propertygross number of square feet contained in the buildings and other improvements that are situated on the Land, provided, however, that if a and shall not include any taking or casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not have the right to terminate this Agreement (provided, however, that the provisions of clause (a) less than 10% of the preceding sentence gross number of this paragraph shall nevertheless apply to any such casualty loss)square feet contained in the buildings and improvements that are situated on the Land.

Condemnation; Casualty. Section 15.01 If, during the period between the date hereof and the Closing, the Town of Smithtown or any other governmental authority having a power of eminent domain shall initiate any condemnation or eminent domain proceedings (“Taking Proceedings”) which might result in the taking of the Property or any part thereof (the "Taking"), then, in any such event, (I) Seller shall promptly so notify Buyer Purchaser, (II) Seller shall have no liability to Purchaser on account thereof, (III) if such proceedings might result in writing a Taking of any casualty all or any condemnation proceeding commenced portion of the Improvements, all or any portion of the parking lot on the Land (unless such taking is immaterial), and/or any material portion of the Land and Improvements, Purchaser shall have the right to elect either (a) to accept such title as Seller is able to convey, without any reduction of the Purchase Price or any credit or allowance on account thereof or any other claim against Seller, or (b) to terminate this Agreement, and (IV) with respect to any other Taking, this Agreement shall not terminate but shall remain in full force and effect. If Purchaser elects to terminate this Agreement pursuant to the preceding clause (III) (b), then this Agreement shall terminate, whereupon (i) the Downpayment shall be returned to Purchaser, and (ii) thereafter, Purchaser and Seller shall have no further liability or obligations under this Agreement except with respect to the provisions hereof which by their terms expressly survive the termination hereof. If clause III applies, Purchaser shall make its election between subclauses (a) and (b) of clause III by written notice to Seller given not later than the fifth (5th) business day after the receipt by Purchaser of notice from Seller of condemnation or eminent domain proceedings. If Purchaser shall fail to give such notice as aforesaid, Purchaser shall be deemed to have elected subclause (a) above of Clause III and this Agreement shall remain in full force and effect. If this Agreement is not terminated by reason of any such Taking Proceedings, then this Agreement shall remain in full force and effect, and Seller and Purchaser shall proceed to effectuate the Closing under all the terms of this Agreement, subject, however, to the following: (1) Purchaser shall accept the Property subject to the Taking Proceedings (or, if the Taking shall have occurred prior to the Closing, Purchaser shall accept the remaining portions of the Property), without any adjustment to the Purchase Price on account thereof; (2) Seller, prior to the Closing, shall, in consultation with Purchaser, and at Purchaser's sole cost and expense, make all filings and other submissions required of the owner of the Property prior to the Close Closing in order to preserve and/or apply for any and all claims for any condemnation award on account of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion of the Property, then Buyer may elect, by notice to Seller within fifteen (15) days after receipt of Seller’s notice, to terminate this Agreement, in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreement, or in the event of any casualty or condemnation that does not result in a loss of a material portion of the Property, then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the PropertyTaking Proceedings, provided, however, that if a casualty loss occurring Seller shall not settle any such claims without Purchaser's approval, which approval Purchaser shall not unreasonably withhold; and (3) Seller, at the Closing, shall (x) pay to Purchaser an amount equal to any condemnation award theretofore received by Seller on account of such Taking, and (y) assign and transfer to Purchaser all of Seller's right, title and interest in and to any condemnation award which may thereafter be paid on account of such Taking. Notwithstanding the foregoing, if, and to the extent, any of Seller's Personal Property is condemned as a result of Tenant’s removal part of any equipment pursuant such Taking, Seller shall be entitled to Section 7(b)(ii) above, Buyer shall not have receive and retain the right to terminate this Agreement (provided, however, that the provisions portion of clause (a) of the preceding sentence of this paragraph shall nevertheless apply to any such condemnation awards allocable thereto. Section 15.02 If, prior to the Closing, there shall occur damage to the Property caused by fire or other casualty loss).which would cost less than $300,000.00 (the “Casualty Threshold”) to repair, as reasonably

Condemnation; Casualty. Seller This paragraph 13 shall promptly notify Buyer in writing of any casualty or any condemnation proceeding commenced with respect apply to the Property prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion all of the Property, then Properties. (a) Buyer may elect, by notice to Seller within fifteen (15) days after receipt of Seller’s notice, shall have no right to terminate this Agreement, Contract in which the event the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreementa casualty occurs, or in the event of the institution of any casualty proceedings, judicial, administrative or condemnation that does not result in a loss otherwise, prior to Closing which shall relate to the proposed taking of a material any portion of the PropertyProperty by eminent domain, then or in the event notice of such proceeding is given before Closing, or in the event of the taking of any portion of the Property by eminent domain prior to Closing. In the event of any of the foregoing, there shall be no reduction to the Purchase Price payable by Buyer hereunder and Seller, at Closing, shall close Escrow assign and/or pay over to Buyer all proceeds and shall accept awards of such Property casualty or taking which Seller received after the Effective Date, less any reasonable amount which Seller may have been obligated to pay for repairs or restoration of the damage and/or in its then condition and, upon negotiating and obtaining the Close of Escrow: (a) for a casualty lossaward or proceeds. Notwithstanding the foregoing, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not have the right to terminate this Agreement Contract in the event a casualty occurs which would take more than one hundred twenty (provided120) days, howeveras estimated by Seller's architect, that to restore the provisions of clause (a) Property after adjustment of the preceding sentence insurance proceeds, or if a taking occurs which results in a loss of more than thirty three (33%) percent of the parking lot or a portion of the actual apartment building. If Buyer elects to terminate this paragraph Contract with respect to one of the Properties, Buyer shall nevertheless apply notify Seller in writing within ten (10) days after the occurrence of the casualty or after determination of the amount of land (or building) being taken, as applicable, and Buyer shall be entitled to a credit to the Purchase Price in an amount reasonably acceptable to both parties. (b) Upon the expiration of the Due Diligence Period, Seller shall not settle any claim with respect to any eminent domain proceeding concerning the Property or any part thereof without obtaining Buyer's prior written consent in each case, which consent shall not be unreasonably withheld, denied or delayed. (c) Seller hereby agrees to furnish Buyer with written notification of any such casualty loss)eminent domain proceeding within five (5) business days after receipt by Seller of notice of the same.

Condemnation; Casualty. Seller shall promptly notify Buyer in writing of (a) If at any casualty or any condemnation proceeding commenced with respect to the Property time prior to the Close Closing: (i) any portion of Escrow. If the Properties have been damaged or destroyed by fire, natural disaster or other cause, the Company shall notify TCG Member of any such damage or proceeding relates destruction, and with respect to such damage and/or destruction and the repair thereof, keep TCG Member advised of all communications with any insurer, government officials, contractors or may result other consultants (All monies received by the Company after the Closing on account of said damage or destruction shall be paid over to TCG Member upon receipt if such damage or destruction was not taken into account in calculating the loss Fair Market Value of the Properties at the Closing); and (ii) any material entity possessing the right of eminent domain shall give notice of an intention to take or acquire all or a portion of the Property, then Buyer may elect, by notice to Seller within fifteen either permanently or as a temporary taking (15) days after receipt of Seller’s notice, to terminate this Agreement, in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreement, or in the event of any casualty or condemnation that does not result in a loss of a material portion of the Property, then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion Taking”), the Company shall promptly and without delay notify TCG Member of said potential Taking and any compensation received by the Property” shall mean damage or loss Company after the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring Closing as a result of Tenant’s removal any Taking shall be paid over to TCG Member upon receipt if such Taking was not taken into account in calculating the Fair Market Value of any equipment pursuant to Section 7(b)(iithe Properties at the Closing. (b) above, Buyer The Company shall not have agree to any settlement, payment and/or adjustment with any insurer or other party in connection with a claim relating to damage or destruction affecting the right Properties prior to terminate this Agreement (providedthe Closing or with respect to a Taking, howeverincluding any consideration to be paid with respect thereto, that without TCG Member’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, and shall keep TCG Member advised in a prompt and timely manner with respect to any negotiations regarding the provisions of clause (a) same. The Company shall not initiate a lawsuit or other claims or administrative procedure with respect to any of the preceding sentence of matters covered by this paragraph Section 11 without TCG Member’s prior written consent, which consent shall nevertheless apply to any such casualty loss)not be unreasonably withheld, delayed or conditioned.

Condemnation; Casualty. Seller shall promptly notify Buyer in writing (a) In the event Landlord receives any notice of any casualty condemnation proceedings, or any condemnation proceeding commenced with respect other proceedings in the nature of eminent domain related to the Property prior or the Premises, it will forthwith send a copy of such notice to the Close of EscrowTenant. If all or any such damage or proceeding relates to or may result in the loss of any material portion part of the PropertyPremises is taken by eminent domain, then Buyer may electTenant may, by upon written notice to Seller within fifteen (15) days after receipt of Seller’s noticeLandlord, elect to terminate this Agreement, in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter whereupon neither party shall have any further rights liability or obligations obligation hereunder. If Buyer does not terminate Notwithstanding any provision of this AgreementAgreement to the contrary, or in the event of condemnation of all or any casualty or condemnation that does not result in a loss of a material portion part of the PropertyPremises, then Buyer Landlord and Tenant shall close Escrow and shall accept such Property in its then condition andbe entitled to separate awards with respect to the Premises, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount determined by the court conducting such condemnation proceedings based upon Xxxxxxxx’s and Xxxxxx’s respective interests in the Premises. If a separate condemnation award is not determined by such court, Landlord shall permit Tenant to participate in the allocation and distribution of Seller’s deductible under its casualty insurance policy and Seller the award. In no event shall assign the condemnation award to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurerLandlord exceed the unimproved value of the Premises, if applicable, resulting from such casualty; and/or without taking into account the improvements located thereon. (b) In case of damage to the Premises or the Communications Facilities by fire or other casualty, Landlord shall, at its expense, cause any damage to the Property (excluding the Communications Facilities) to be repaired to a condition as nearly as practicable to that existing prior to the damage, with reasonable speed and diligence, subject to delays which may arise by reason of adjustment of loss under insurance policies, governmental regulations, and for delays beyond the control of Landlord, including a condemnation, Seller force majeure. Landlord shall assign coordinate with Xxxxxx as to Buyer the completion of Landlord’s work to restore the Property so as not to adversely impact Xxxxxx’s use of the Premises and the Communications Facilities. Landlord shall not be liable for any compensation, awardsinconvenience or annoyance to Tenant, or other payments injury to Xxxxxx’s business or relief Seller has received or is entitled to receive for any consequential damages resulting in any way from such condemnation proceedingdamage or the repair thereof, except to the extent and for the time that the Communications Facilities or the Premises are thereby rendered unusable for Tenant’s intended purpose the Rent shall proportionately xxxxx. For purposes In the event the damage shall be so extensive that Tenant shall decide, in its sole discretion, not to repair or rebuild the Communications Facilities, or if the casualty shall not be of a type insured against under standard fire policies with extended type coverage, or if the holder of any mortgage, deed of trust or similar security interest covering the Communications Facilities shall not permit the application of adequate insurance proceeds for repair or restoration, this AgreementAgreement shall, a “material portion at the sole option of Tenant, exercisable by written notice to Landlord, be terminated as of the Property” date of such casualty, and the obligation to pay Rent (taking into account any abatement as aforesaid) shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more cease as of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer termination date and Tenant shall not have thereupon promptly vacate the right to terminate this Agreement (provided, however, that the provisions of clause (a) of the preceding sentence of this paragraph shall nevertheless apply to any such casualty loss)Premises.

Condemnation; Casualty. Seller shall promptly notify Buyer in writing of any casualty or any condemnation proceeding commenced with respect to the Property prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion of the Property, then Buyer may elect, by notice to Seller within fifteen (15) days after receipt of Seller’s notice, to terminate this Agreement, in which event the Exxxxxx Xxxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreement, or in the event of any casualty or condemnation that does not result in a loss of a material portion of the Property, then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not have the right to terminate this Agreement (provided, however, that the provisions of clause (a) of the preceding sentence of this paragraph shall nevertheless apply to any such casualty loss).. 32. Exhibits. Each of the exhibits listed below are attached hereto and made a part hereof: Exhibit A Legal Description Exhibit X-x Copy of Lease Exhibit B-2 Copy of Order Exhibit B-3 Copy of Assumption Agreement Exhibit C List of Tenant’s Personal Property/ Approved Equipment Removal List Exhibit C-2 Copy of Lease Termination Agreement Exhibit C-3 Copy of New Lease Exhibit E [intentionally deleted] Exhibit F List of Service and Management Agreements Exhibit G List of Permits Exhibit H Arbitration Exhibit I List of Delivered Reports [Signature Page Follows]

Condemnation; Casualty. Prior to Closing, Seller shall promptly notify Buyer in writing bear the entire risk of any casualty loss or damage to the Property. In the event all or any condemnation proceeding commenced with respect to the Property prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion of the Property, then Buyer may elect, by Property is condemned or taken (or notice to Seller within fifteen (15) days after receipt of Seller’s notice, to terminate this Agreement, in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreement, or in the event of any casualty condemnation or condemnation that does not result in a loss of a taking is issued) so that, any material portion of the Propertytaking, then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” which shall mean damage or loss the cost a taking of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving more than five percent (5%) percent or more of the Real Property, providedor any taking of actual or proposed curbcuts, however, access or parking that if a casualty loss occurring as a result of Tenantwould materially and adversely affect Buyer’s removal of any equipment ability to develop the Property pursuant to Section 7(b)(ii) aboveExhibit G then, Buyer may elect to terminate this Agreement by providing written notice of such termination to Seller within five (5) Business Days after Buyer’s receipt of notice of such condemnation or taking or damage, upon which termination the Exxxxxx Money shall be returned to Buyer and neither party hereto shall have any further rights, obligations or liabilities under this Agreement, except as to indemnifications and provisions expressly surviving termination of this Agreement or otherwise set forth herein. With respect to any condemnation or taking, if Buyer does not elect to cancel this Agreement or does not have the right to terminate this Agreement (providedas aforesaid, however, that the provisions of clause (a) there shall be no abatement of the preceding sentence Purchase Price and Seller shall assign to Buyer at the Closing the rights of this paragraph Seller to the awards, if any, for the condemnation or taking, and Buyer shall nevertheless apply be entitled to receive and keep all such awards. Seller shall promptly provide notice to Buyer of any actual or threatened condemnation, taking or eminent domain action or any written notice received with respect thereto). Seller shall not reach a settlement or agreement related to any taking of all or any portion of the Property by condemnation or eminent domain, unless Buyer consents to the settlement or agreement, in writing. Unless this Agreement is terminated pursuant to this section and notwithstanding anything to the contrary contained herein, Seller shall transfer to Buyer, at the Closing, all amounts paid or payable on account of any taking of the Property by condemnation or eminent domain occurring between the Effective Date and the Closing, provided if such transfer would impair recovery, the Purchase Price shall be reduced by the amount of the such condemnation awards and Seller shall retain the same. With respect to a casualty lossthat occurs after the Effective Date and prior to the Closing, Buyer shall have no right to terminate this Agreement as a result thereof, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering the Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing), and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Condemnation; Casualty. Seller shall promptly notify Buyer in writing of any casualty Section 7.1 If the whole or any condemnation proceeding commenced with respect part of the Premises shall be taken under the power of eminent domain, this Lease shall terminate as to the Property part so taken on the date Tenant is required to yield possession thereof to the condemning authority. If the amount of the Premises so taken substantially impairs the usefulness of the Premises for the purposes set forth in the recitals hereof, either Party may terminate this Lease within thirty (30) days after Tenant is dispossessed, effective as of the date when Tenant is required to yield possession. All compensation awarded for any taking shall belong to and be the property of Landlord. Section 7.2 In the event that, at any time during the Term of this Lease, any of the improvements on the Premises shall be destroyed or damaged in whole or in part by any cause whatsoever: (A) The insurance proceeds shall be delivered to and become the property of the Landlord subject to the provisions of this Section 7.2; (B) Landlord shall engage the services of an independent architectural or engineering firm to estimate the costs of reconstructing or restoring the facilities to substantially the same condition as existed prior to being damaged or destroyed. A copy of the Close estimate will be provided to Tenant, after which; (1) The structure will be reconstructed or restored by Landlord should there be sufficient insurance proceeds to cover the independent architectural or engineering firm’s estimate; or (2) Tenant shall have thirty (30) days from receipt of Escrowthe independent estimate in which to provide Landlord with written notice that it will contribute and be responsible for sufficient funds to cover the difference between the cost of reconstructing or replacing the facilities, should there not be sufficient insurance proceeds based on the independent architectural or engineering firm’s estimated costs of reconstruction or repair. If any This Lease shall be terminated should Tenant fail to timely notify Landlord of its election or fail to timely and fully contribute such funds to Landlord. (C) Reconstruction of the facilities under this Article 7 shall commence (1) within sixty (60) days after the occurrence of damage or destruction should the insurance proceeds be sufficient to cover the independent architect’s or engineer’s estimate; or (2) sixty (60) days from receipt of Tenant’s contribution in the event that the insurance proceeds are not sufficient to cover the estimate. The reconstruction shall be completed within one hundred eighty (180) days after commencement to as good condition as existed prior to such damage or proceeding relates to destruction and in architectural design and appearance harmonious with that which was damaged or may result in the loss of any material portion of the Property, then Buyer may elect, by notice to Seller within fifteen (15) days after receipt of Seller’s notice, to terminate this Agreement, in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreement, or in the event of any casualty or condemnation that does not result in a loss of a material portion of the Property, then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not have the right to terminate this Agreement (provided, however, that the provisions of clause (a) of the preceding sentence of this paragraph shall nevertheless apply to any such casualty loss)destroyed.

Condemnation; Casualty. Seller shall promptly notify Buyer in writing of any casualty or any condemnation proceeding commenced with respect to 13.1 In the Property event that, prior to the Close Closing, Seller shall become aware of Escrow. If any such damage the institution or proceeding relates to or may result in the loss threatened institution of any proceeding (judicial, administrative or otherwise), by eminent domain or otherwise (“EMINENT DOMAIN PROCEEDING”), which proposes to affect all or a material portion of the Property, then Buyer may elect, by Seller shall give notice (the "CONDEMNATION NOTICE") to Seller within Purchaser promptly thereafter. Within fifteen (15) days after Business Days following receipt of Seller’s noticethe Condemnation Notice, Purchaser shall have the right and option, in its sole discretion, to terminate this Agreement by giving Seller written notice thereof. If Seller has not received Purchaser’s termination within such fifteen (15) Business Day period, then Purchaser shall be deemed to have elected to proceed with the transactions contemplated by this Agreement. 13.2 In the event that, prior to Closing, all or any material portion of the Property is damaged or destroyed in a manner that will not be repaired prior to Closing (collectively, a “CASUALTY”), Seller shall give notice (the “CASUALTY NOTICE”) to Purchaser promptly thereafter. Within fifteen (15) Business Days following receipt of the Casualty Notice, Purchaser shall have the right and option, in which event the Exxxxxx Money its sole discretion, to terminate this Agreement by giving Seller written notice thereof. If Seller has not received Purchaser’s termination within such fifteen (15) Business Day period, then Purchaser shall be deemed to have elected to proceed with the transactions contemplated by this Agreement. 13.3 For purposes hereof, a Casualty of all or any portion of the Property or any Eminent Domain Proceeding with respect to all or any portion of the Property shall be deemed “material” for purposes of this Article 13 if: (i)(x) as to any Casualty, the cost to repair such damage exceeds five percent (5%) of the Purchase Price and Seller, at its sole option, does not elect to repair the same prior to Closing, and (y) as to an Eminent Domain Proceeding, such Eminent Domain Proceeding might result the taking of all or any part of the Building and/or five percent (5%) or more of the Land, (ii) it causes access to or parking on the Property to be adversely affected, (iii) it results in the Property violating any laws or failing to comply with zoning or any CC&R affecting the Property, (iv) it gives the Ground Lessor the right to terminate the Ground Lease, or (v)it otherwise materially impairs the value of the Property in Purchaser’s reasonable discretion. SMRH:479720967.5 26 13.4 In the event that Purchaser shall elect to terminate this Agreement in accordance with this Article 13, the Escrow Agent shall immediately returned return the Deposit to Buyer Purchaser and thereafter neither party shall have any further rights or obligations hereunderhereunder other than those which are expressly stated herein to survive any such termination. If Buyer does In the event that Purchaser shall not elect to terminate this Agreement, or Seller shall promptly assign all proceeds of such Casualty and/or taking to Purchaser, the same shall be Purchaser’s sole property, and Purchaser shall have the sole right to settle any claim in the event of any casualty or condemnation that does not result in a loss of a material portion of connection with the Property, then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not have the right to terminate this Agreement (provided, however, that the provisions of clause (a) of the preceding sentence of this paragraph shall nevertheless apply to any such casualty loss).

Condemnation; Casualty. Seller shall promptly notify Buyer in writing of any casualty or any condemnation proceeding commenced with respect to the Property prior to the Close of Escrow. (a) If any such damage or proceeding relates to or may result in the loss of any a material portion of the PropertyProperty is condemned or taken by eminent domain prior to the Closing, then Buyer may electwill, at its option, either (i) terminate this Agreement by written notice of such termination to Seller Sellers within fifteen ten (1510) days after receipt Seller notifies Buyer of Seller’s noticethe condemnation and receive an immediate refund of the Deposit, to terminate or (ii) close the transaction contemplated in this Agreement, in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreement, or in the event of any casualty or condemnation that does not result in a loss of a material portion of the Property, then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall will receive a credit against the Purchase Price equal to the proceeds previously received by Sellers and attributable to the Property from such condemnation or eminent domain proceeding (less any amounts expended by Sellers to repair or restore the Property or in the amount of Seller’s deductible under its casualty insurance policy connection with such condemnation or eminent domain proceeding ), and Seller shall Sellers will assign to Buyer all insurance claims for such proceeds payable attributable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting the Property from such casualty; and/or condemnation or eminent domain proceeding accruing thereafter. If Buyer fails to timely deliver written notice of termination as described in (i) above, Buyer will be deemed to have elected to terminate the Agreement. If less than a material portion of the Property is condemned or taken by eminent domain prior to the Closing, Buyer will close the transaction contemplated in this Agreement, Buyer will receive a credit against the Purchase Price equal to the proceeds previously received by Sellers and attributable to the Property from such condemnation or eminent domain proceeding (less any amounts expended by Sellers to repair or restore the Property or in connection with such condemnation or eminent domain proceeding), and Sellers will assign to Buyer all claims for such proceeds attributable to the Property from such condemnation or eminent domain proceeding accruing thereafter. (b) for If a condemnationmaterial portion of the Property is damaged or destroyed by fire or other casualty prior to the Closing, Seller shall Buyer may, at its option, either (i) terminate this Agreement by written notice of such termination to Sellers within ten (10) days after Sellers notifies Buyer of the casualty and receive an immediate refund of the Deposit, or (ii) close the transaction contemplated in this Agreement, in which event Buyer will receive a credit against the Purchase Price equal to the proceeds received by Sellers and attributable to the Property from such casualty (less any amounts expended by Sellers to repair or restore the Property or to recover the insurance proceeds), and Buyer will also receive a credit against the Purchase Price equal to the deductible under Sellers’ insurance policy regarding such casualty, and Sellers will assign to Buyer any compensationall claims for such insurance proceeds attributable to the Property. If Buyer fails to timely deliver written notice of termination as described in (i) above, awards, Buyer will be deemed to have elected to terminate the Agreement. If less than a material portion of the Property is damaged or destroyed by fire or other payments or relief Seller has casualty prior to the Closing, Buyer will close the transaction contemplated in this Agreement, Buyer will receive a credit against the Purchase Price equal to the proceeds received or is entitled by Sellers and attributable to receive resulting the Property from such casualty (less any amounts expended by Sellers to repair or restore the Property or to recover the insurance proceeds), and Buyer will also receive a credit against the Purchase Price equal to the deductible under Sellers’ insurance policy regarding such casualty, and Sellers will assign to Buyer all claims for such insurance proceeds attributable to the Property. (c) With respect to a condemnation or eminent domain proceeding. For purposes of this Agreement, a “material portion portion” of the PropertyProperty means any taking of property having a reasonably estimated value or having a cost of repair or replacement of One Million and No/100 Dollars ($1,000,000.00) or more, in the reasonable opinion of Buyer’s and Sellers’ respective engineering consultants. With respect to a casualty, a “material portion” shall mean damage or loss of the Property means any casualty such that the cost of which repairs are reasonably expected to repair exceeds be One Hundred Fifty Thousand Million and No/100 Dollars ($150,000.001,000,000.00) or a condemnation involving five percent (5%) percent or more more, in the reasonable opinion of the Property, provided, however, that if a casualty loss occurring as a result of TenantBuyer’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not have the right to terminate this Agreement (provided, however, that the provisions of clause (a) of the preceding sentence of this paragraph shall nevertheless apply to any such casualty loss)and Sellers’ respective engineering consultants.

Condemnation; Casualty. 10.1 If all or any portion of the Property is condemned prior to Closing and Purchaser notifies Seller shall promptly notify Buyer in writing of any casualty or any condemnation proceeding commenced with respect to the Property prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion of the Property, then Buyer may elect, by notice to Seller conclusion (stating its reasons) within fifteen (15) days after receipt learning of such condemnation action, then Purchaser may terminate this Agreement and be entitled to a refund of the Deposit. If this 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, such amount shall be held in escrow and delivered to Purchaser at the time of Closing, and if the award has not been paid prior to the Closing, then at the Closing, Seller shall assign to Purchaser all of Seller’s noticeright, title, and interest with respect to terminate such award and shall further execute any other instrument requested by Purchaser to assure that such award is paid to Purchaser. If this Agreement is not terminated pursuant to this Section 10.1, Purchaser shall have the right to contest the condemnation of the Property and/or the award resulting therefrom. The rights and obligations set forth in this Section 10.1 are subject to the rights of the Lender under the Loan Documents and the Tenants under the Leases. 10.2 Except as otherwise provided in this Agreement, in which event Seller assumes all risks and liability for damage to or injury occurring to the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have Property by fire, storm, accident, or any further rights other casualty or obligations hereundercause until the Closing has been consummated. If Buyer does not terminate this Agreement, or in the event of any casualty or condemnation that does not result in a loss of a material portion of the Property, then Buyer shall close Escrow or any part thereof, suffers any damage in excess of One Hundred Thousand and shall accept such Property in No/100 Dollars ($100,000.00) prior to the Closing from fire or other casualty or as a result of any damage a tenant under a Lease elects to terminate its then condition andLease, upon the Close of Escrow: Purchaser may either at or prior to Closing (a) for terminate this Agreement and receive a casualty lossfull refund of the Deposit, Buyer or (b) consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage to the extent the amount of such insurance does not exceed the Purchase Price, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against for the Purchase Price in deductible. If the Property, or any part thereof, suffers any damage equal to or less than One Hundred Thousand and No/100 Dollars ($100,000.00) prior to the Closing and no tenant under a Lease has elected to terminate its Lease, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage plus an amount of equal to Seller’s deductible under its casualty insurance policy and Seller there shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of be no reduction in the Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not have the right to terminate this Agreement (provided, however, that the provisions of clause (a) of the preceding sentence of this paragraph shall nevertheless apply to any such casualty loss)Purchase Price.

Condemnation; Casualty. If any part of the land area of the Property is condemned after the expiration of the Due Diligence Period and prior to the Closing Date, Seller shall promptly notify give Buyer in writing written notice of such condemnation. In the event of a condemnation, Buyer shall have the option either (i) to apply the proceeds of any casualty or any condemnation proceeding commenced with respect to the Property award actually received by Seller prior to the Close of Escrow. If any such damage or proceeding relates Closing to or may result reduce the Sales Price provided herein (or, in the loss event such proceeds have not been so received, to accept at the Closing an assignment of any material portion Seller’s rights therein and consummate the sale without reduction in the Sales Price), or (ii) to declare this Contract terminated by delivering written notice of the Property, then Buyer may elect, by notice termination to Seller within fifteen ten (1510) calendar days after receipt Buyer receives written notice of Seller’s noticethe condemnation (and if Buyer is not then in default hereof, to terminate this Agreement, in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter and, except as may otherwise be expressly set forth in this Contract, neither party hereto shall have any other or further rights rights, duties or obligations hereunderliabilities under this Contract). If Buyer does not elects to terminate this AgreementContract pursuant to the foregoing sentence, all awards and compensation arising out of said condemnation shall be the property of Seller. In the event of a casualty or a material change to the condition of the Property after the expiration of the Due Diligence Period and prior to the Closing Date (which Seller will not repair or restore prior to the Closing Date), Seller shall promptly give Buyer written notice thereof. In such case, Buyer shall have the option, to be exercised by written notice to Seller within ten (10) calendar days after Buyer receives written notice of the casualty or material adverse change, to either (x) apply the proceeds of any insurance policy actually received by Seller prior to the Closing to reduce the Sales Price provided herein (or, in the event of any casualty or condemnation that does such insurance proceeds have not result in a loss of a material portion of been so received, to accept at the Property, then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount Closing an assignment of Seller’s deductible under its casualty insurance policy rights therein and consummate the sale without reduction in the Sales Price) or (y) to declare this Contract terminated by delivering written notice of termination to Seller (and if Buyer is not then in default hereof, the Exxxxxx Money shall assign be returned to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer and, except as may otherwise be expressly set forth in this Contract, neither party hereto shall have any other or Tenant’s insurerfurther rights, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to duties or liabilities under this Contract). If Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not have the right elects to terminate this Agreement (providedContract pursuant to the foregoing sentence, however, that all awards and compensation arising out of said casualty or material damage shall be the provisions property of clause (a) of the preceding sentence of this paragraph shall nevertheless apply to any such casualty loss)Seller.