Common use of Condemnation or Casualty Clause in Contracts

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice of any fire or other casualty occurring to all or any portion of the improvements at the Real Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there shall occur: (i) damage to the improvements at the Property caused by fire or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate of a reputable third party contractor chosen by Seller; or (ii) the taking or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. If, prior to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% of the Purchase Price of the Property based on the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Buyer at closing all interest of Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such occurrence, and in addition, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in place.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice of any fire or other casualty occurring to all or any portion of the improvements at the Real Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there shall occur: (i) damage to the improvements at the Property caused by fire or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate of a reputable third party contractor chosen by Seller; or (ii) the taking or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other Seller within seven (7) days after Buyer has received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. Notwithstanding the foregoing, should Buyer elect to terminate, Seller may notify Buyer within 15 days that Seller intends to restore the Premises fully and in that event, Buyer's termination notice shall be null and void and Seller shall proceed as outlined above at closing. If, prior to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% of the allocable Purchase Price of the Property based on the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Buyer at closing all interest of Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such occurrence, and in addition, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in place.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice In the event of any a taking or threatened taking by condemnation or other exercise of eminent domain of all or a portion of the Mortgaged Property (collectively, a “Taking”); or the occurrence of a fire or other casualty occurring resulting in damage to all or any a portion of the improvements Mortgaged Property (collec­tively, a “Casualty”), at any time or times when the Real Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there shall occur: (i) damage to the improvements at the Property caused by fire or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based Senior Security Instrument remains a lien on the estimate Mortgaged Property the following provisions shall apply: Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in all respects to Senior Lender’s rights under the Senior Loan Documents with respect thereto, and Subordinate Lender shall be bound by any settlement or adjustment of a reputable third party contractor chosen claim resulting from a Taking or a Casualty made by Seller; or (ii) the taking or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereofwritten consent of Senior Lender; then, if any of such events set forth in (i) and all proceeds received or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has be received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. Ifa Taking or a Casualty, prior or both, shall be applied (to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% payment of the Purchase Price costs and expenses of repair and restoration and/or to payment of the Property based on Senior Security Instrument) in the estimate of a reputable third party contractor chosen manner determined by Seller Senior Lender in its sole discretion; provided, however, that if Senior Lender elects to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion apply such proceeds to payment of the said Real Property and/or improvements as aforesaid which is not material to principal of, inter­est on and other amounts payable under the useSenior Security Instrument, thereof; thenany proceeds remaining after the satisfaction in full of the principal of, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations interest on and other amounts payable under this Agreement, but there the Senior Security Instrument shall be assigned to Buyer at closing all interest of Seller in paid to, and to any insurance proceeds or condemnation awards which may be applied by, Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents. Any proceeds then remaining after the satisfaction in full of the principal of, interest on and other amounts payable to Seller on account of any such occurrence, and in addition, Buyer under the Subordinate Loan Documents shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior paid by Subordinate Lender to closing as is currently in placeBorrower.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice In the event of any fire a Condemnation or other casualty occurring to all or any portion of a Casualty, the improvements at the Real Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there shall occurfollowing provisions will apply: (i) damage The rights of Subordinate Lender (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation or a Casualty, will be and remain subordinate in all respects to Senior Lender’s rights under the improvements at the Property caused Senior Loan Documents, and Subordinate Lender will be bound by fire any settlement or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate adjustment of a reputable third party contractor chosen claim resulting from a Condemnation or a Casualty made by Seller; orSenior Xxxxxx. (ii) All Loss Proceeds will be applied either to payment of the taking costs and expenses of Restoration or condemnation to payment on account of the Senior Indebtedness, as and in the manner determined by Senior Lender in its sole discretion; provided however, Senior Xxxxxx agrees to consult with Subordinate Lender in determining the application of Casualty proceeds. In the event of any disagreement between Senior Lender and Subordinate Lender over the application of Casualty proceeds, the decision of Senior Lender, in its sole discretion, will prevail. (iii) If Senior Lender or Funding Lender holds Loss Proceeds, or monitors the disbursement of Loss Proceeds, Subordinate Lender will not do so. Nothing contained in this Agreement will be deemed to require Senior Lender to act for or on behalf of Subordinate Lender in connection with any Restoration or to hold or monitor any Loss Proceeds in trust for or otherwise on behalf of Subordinate Lender, and all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which Loss Proceeds may be payable commingled with any funds of Senior Lender. (iv) If Senior Lender elects to Seller apply Loss Proceeds to payment on account of the Senior Indebtedness, and if the application of such occurrence. IfLoss Proceeds results in the payment in full of the entire Senior Indebtedness, prior any remaining Loss Proceeds held by Senior Lender will be paid to Subordinate Lender unless another party has asserted a claim to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% of the Purchase Price of the Property based on the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Buyer at closing all interest of Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such occurrence, and in addition, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in placeremaining Loss Proceeds.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice In the event of any fire a Condemnation or other casualty occurring to all or any portion of a Casualty, the improvements at the Real Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there shall occurfollowing provisions will apply: (i) damage The rights of Subordinate Lender (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation or a Casualty, will be and remain subordinate in all respects to Senior Lender’s rights under the improvements at the Property caused Senior Loan Documents, and Subordinate Lender will be bound by fire any settlement or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate adjustment of a reputable third party contractor chosen claim resulting from a Condemnation or a Casualty made by Seller; orSenior Lender. (ii) All Loss Proceeds will be applied either to payment of the taking costs and expenses of Restoration or condemnation to payment on account of the Senior Indebtedness, as and in the manner determined by Senior Lender in its sole discretion; provided however, Senior Lender agrees to consult with Subordinate Lender in determining the application of Casualty proceeds. In the event of any disagreement between Senior Lender and Subordinate Lender over the application of Casualty proceeds, the decision of Senior Lender, in its sole discretion, will prevail. (iii) If Senior Lender or Funding Lender holds Loss Proceeds, or monitors the disbursement of Loss Proceeds, Subordinate Lender will not do so. Nothing contained in this Agreement will be deemed to require Senior Lender to act for or on behalf of Subordinate Lender in connection with any Restoration or to hold or monitor any Loss Proceeds in trust for or otherwise on behalf of Subordinate Lender, and all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which Loss Proceeds may be payable commingled with any funds of Senior Lender. (iv) If Senior Lender elects to Seller apply Loss Proceeds to payment on account of the Senior Indebtedness, and if the application of such occurrence. IfLoss Proceeds results in the payment in full of the entire Senior Indebtedness, prior any remaining Loss Proceeds held by Senior Lender will be paid to Subordinate Lender unless another party has asserted a claim to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% of the Purchase Price of the Property based on the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Buyer at closing all interest of Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such occurrence, and in addition, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in placeremaining Loss Proceeds.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice In the event of: a taking or threatened taking by condemnation or other exercise of any eminent domain of all or a portion of the Mortgaged Property (collectively, a "Taking"); or the occurrence of a fire or other casualty occurring resulting in damage to all or any a portion of the improvements Mortgaged Property (collec­tively, a "Casualty"), at any time or times when the Real Senior Security Instrument remains a lien on the Mortgaged Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there following provisions shall occurapply: (i1) damage Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in all respects to Senior Lender's rights under the improvements at the Property caused Senior Loan Documents with respect thereto, and Subordinate Lender shall be bound by fire any settlement or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate adjustment of a reputable third party contractor chosen claim resulting from a Taking or a Casualty made by Selleror with the written consent of Senior Lender; orand (ii2) the taking all proceeds received or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has be received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. Ifa Taking or a Casualty, prior or both, shall be applied (to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% payment of the Purchase Price costs and expenses of repair and restoration and/or to payment of the Property based on Senior Security Instrument) in the estimate of a reputable third party contractor chosen manner determined by Seller Senior Lender in its sole discretion; provided, however, that if Senior Lender elects to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion apply such proceeds to payment of the said Real Property and/or improvements as aforesaid which is not material to principal of, inter­est on and other amounts payable under the useSenior Security Instrument, thereof; thenany proceeds remaining after the satisfaction in full of the principal of, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations interest on and other amounts payable under this Agreement, but there the Senior Security Instrument shall be assigned to Buyer at closing all interest of Seller in paid to, and to any insurance proceeds or condemnation awards which may be applied by, Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents. Any proceeds then remaining after the satisfaction in full of the principal of, interest on and other amounts payable to Seller on account of any such occurrence, and in addition, Buyer under the Subordinate Loan Documents shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior paid by the Subordinate Lender to closing as is currently in placeBorrower.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice In the event of any fire a Condemnation or other casualty occurring to all or any portion of a Casualty, the improvements at the Real Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there shall occurfollowing provisions will apply: (i) damage The rights of Subordinate Lender (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation or a Casualty, will be and remain subordinate in all respects to Senior Lender’s rights under the improvements at the Property caused Senior Loan Documents, and Subordinate Lender will be bound by fire any settlement or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate adjustment of a reputable third party contractor chosen claim resulting from a Condemnation or a Casualty made by Seller; orSenior Xxxxxx. (ii) All Loss Proceeds will be applied either to payment of the taking costs and expenses of Restoration or condemnation to payment on account of the Senior Indebtedness, as and in the manner determined by Senior Lender in its sole discretion; provided however, Senior Xxxxxx agrees to consult with Subordinate Lender in determining the application of Casualty proceeds. In the event of any disagreement between Senior Lender and Subordinate Lender over the application of Casualty proceeds, the decision of Senior Lender, in its sole discretion, will prevail. (iii) If Senior Lender holds Loss Proceeds, or monitors the disbursement of Loss Proceeds, Subordinate Lender will not do so. Nothing contained in this Agreement will be deemed to require Senior Lender to act for or on behalf of Subordinate Lender in connection with any Restoration or to hold or monitor any Loss Proceeds in trust for or otherwise on behalf of Subordinate Lender, and all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which Loss Proceeds may be payable commingled with any funds of Senior Lender. (iv) If Senior Lender elects to Seller apply Loss Proceeds to payment on account of the Senior Indebtedness, and if the application of such occurrence. IfLoss Proceeds results in the payment in full of the entire Senior Indebtedness, prior any remaining Loss Proceeds held by Senior Lender will be paid to Subordinate Lender unless another party has asserted a claim to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% of the Purchase Price of the Property based on the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Buyer at closing all interest of Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such occurrence, and in addition, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in placeremaining Loss Proceeds.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice In the event of any fire a Condemnation or other casualty occurring to all or any portion of a Casualty, the improvements at the Real Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there shall occurfollowing provisions will apply: (i) damage The rights of Subordinate Lender (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation or a Casualty, will be and remain subordinate in all respects to Senior Lender’s rights under the improvements at the Property caused Senior Loan Documents, and Subordinate Lender will be bound by fire any settlement or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate adjustment of a reputable third party contractor chosen claim resulting from a Condemnation or a Casualty made by Seller; orSenior Lender. (ii) All Loss Proceeds will be applied either to payment of the taking costs and expenses of Restoration or condemnation to payment on account of the Senior Indebtedness, as and in the manner determined by Senior Lender in its sole discretion; provided however, Senior Lender agrees to consult with Subordinate Lender in determining the application of Casualty proceeds. In the event of any disagreement between Senior Lender and Subordinate Lender over the application of Casualty proceeds, the decision of Senior Lender, in its sole discretion, will prevail. (iii) If Senior Lender holds Loss Proceeds, or monitors the disbursement of Loss Proceeds, Subordinate Lender will not do so. Nothing contained in this Agreement will be deemed to require Senior Lender to act for or on behalf of Subordinate Lender in connection with any Restoration or to hold or monitor any Loss Proceeds in trust for or otherwise on behalf of Subordinate Lender, and all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which Loss Proceeds may be payable commingled with any funds of Senior Lender. (iv) If Senior Lender elects to Seller apply Loss Proceeds to payment on account of the Senior Indebtedness, and if the application of such occurrence. IfLoss Proceeds results in the payment in full of the entire Senior Indebtedness, prior any remaining Loss Proceeds held by Senior Lender will be paid to Subordinate Lender unless another party has asserted a claim to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% of the Purchase Price of the Property based on the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Buyer at closing all interest of Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such occurrence, and in addition, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in placeremaining Loss Proceeds.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice In the event of: a taking or threatened taking by condemnation or other exercise of any eminent domain of all or a portion of the Mortgaged Property (collectively, a "Taking"); or the occurrence of a fire or other casualty occurring resulting in damage to all or any a portion of the improvements Mortgaged Property (collec­tively, a "Casualty"), at any time or times when the Real Senior Security Instrument remains a lien on the Mortgaged Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there following provisions shall occurapply: (i1) damage Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in all respects to Senior Lender's rights under the improvements at the Property caused Senior Loan Documents with respect thereto, and Subordinate Lender shall be bound by fire any settlement or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate adjustment of a reputable third party contractor chosen claim resulting from a Taking or a Casualty made by Selleror with the written consent of Senior Lender; orand (ii2) the taking all proceeds received or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has be received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. Ifa Taking or a Casualty, prior or both, shall be applied (to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% payment of the Purchase Price costs and expenses of repair and restoration and/or to payment of the Property based on Senior Security Instrument) in the estimate of a reputable third party contractor chosen manner determined by Seller Senior Lender in its sole discretion consistent with the Senior Loan Documents; provided, however, that if Senior Lender elects to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion apply such proceeds to payment of the said Real Property and/or improvements as aforesaid which is not material to principal of, inter­est on and other amounts payable under the useSenior Security Instrument, thereof; thenany proceeds remaining after the satisfaction in full of the principal of, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations interest on and other amounts payable under this Agreement, but there the Senior Security Instrument shall be assigned to Buyer at closing all interest of Seller in paid to, and to any insurance proceeds or condemnation awards which may be applied by, Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents. Any proceeds then remaining after the satisfaction in full of the principal of, interest on and other amounts payable to Seller on account of any such occurrence, and in addition, Buyer under the Subordinate Loan Documents shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior paid by the Subordinate Lender to closing as is currently in placeBorrower.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice of any fire or other casualty occurring to all or any portion of the improvements at the Real Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there shall occur: (i) damage to the improvements at the Property caused by fire or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate of a reputable third party contractor chosen by Seller; or (ii) the taking or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other Seller within seven (7) days after Buyer has received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. Notwithstanding the foregoing, in the case of casualty loss only, should Buyer elect to terminate, Seller may notify Buyer within 15 days that Seller intends to restore the Premises fully and in that event, Buyer's termination notice shall be null and void and Seller shall proceed as outlined above at closing, provided, however, that the foregoing shall not be applicable unless restoration can be completed within time frames allowed by Buyer's lender. If, prior to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% of the allocable Purchase Price of the Property based on the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Buyer at closing all interest of Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such occurrence, and in addition, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in place.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice of any fire or other casualty occurring to all or any portion of the improvements at the Real Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there shall occur: (i) damage to the improvements at the Property caused by fire or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate of a reputable third party contractor chosen by Seller; or (ii) the taking or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. If, prior to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% of the Purchase Price of the Property based on the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Buyer at closing all interest of Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such occurrence, and in addition, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in place.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice In the event of: a taking or threatened taking by condemnation or other exercise of any eminent domain of all or a portion of the Mortgaged Property (collectively, a "Taking"); or the occurrence of a fire or other casualty occurring resulting in damage to all or any a portion of the improvements Mortgaged Property (collec- tively, a "Casualty"), at any time or times when the Real Senior Security Instrument remains a lien on the Mortgaged Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there following provisions shall occurapply: (i1) damage Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in all respects to Senior Lender's rights under the improvements at the Property caused Senior Loan Documents with respect thereto, and Subordinate Lender shall be bound by fire any settlement or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate adjustment of a reputable third party contractor chosen claim resulting from a Taking or a Casualty made by Selleror with the written consent of Senior Lender; orand (ii2) the taking all proceeds received or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has be received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. Ifa Taking or a Casualty, prior or both, shall be applied (to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% payment of the Purchase Price costs and expenses of repair and restoration and/or to payment of the Property based on Senior Security Instrument) in the estimate of a reputable third party contractor chosen manner determined by Seller Senior Lender in its sole discretion consistent with the Senior Loan Documents; provided, however, that if Senior Lender elects to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion apply such proceeds to payment of the said Real Property and/or improvements as aforesaid which is not material to principal of, interest on and other amounts payable under the useSenior Security Instrument, thereof; thenany proceeds remaining after the satisfaction in full of the principal of, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations interest on and other amounts payable under this Agreement, but there the Senior Security Instrument shall be assigned to Buyer at closing all interest of Seller in paid to, and to any insurance proceeds or condemnation awards which may be applied by, Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents. Any proceeds then remaining after the satisfaction in full of the principal of, interest on and other amounts payable to Seller on account of any such occurrence, and in addition, Buyer under the Subordinate Loan Documents shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior paid by the Subordinate Lender to closing as is currently in placeBorrower.

Condemnation or Casualty. Seller agrees (a) Notwithstanding anything to give Purchaser prompt written notice of any fire or other casualty occurring to all or any portion of the improvements at the Real Property and/or Personalty between the date hereof and the date of closing. If contrary set forth in this Agreement, if, prior to the closingClosing, there shall occur: either (i) damage an amount equal to the improvements at the Property caused by fire or other casualty which would cost 52% of the Purchase Price of the allocated to any Property pursuant to Section 2(b) or more of damage is caused to repair based on the estimate any Property as a result of a reputable third party contractor chosen by Seller; or (ii) the taking any earthquake, hurricane, tornado, flood, landslide, fire, act of war, terrorism, terrorist activity or condemnation of all other casualty, or any portion of any Property equal to or greater than such amount is taken (or is threatened to be permanently taken) under the Real power or threat of eminent domain (temporarily or permanently), (ii) material access to any Property, or a material portion of the parking is permanently taken (or is threatened to be taken) under the power or threat of eminent domain, or (iii) a casualty occurs that is reasonably estimated to result in loss of rental income to any Property and/or the improvements as aforesaid as would materially interfere with the use thereof; after Closing in excess of $100,000 that is not covered by insurance (any event under subsections (i) through (iii) being a "Material Change"), then, if in any such event, Purchaser may elect to terminate this Agreement with respect to the Property or Properties for which the Material Change pertains by giving written notice to Sellers of its election to terminate this Agreement with respect to the applicable Property or Properties (a "Material Event Termination Notice") on or before the tenth (10th) day after Purchaser receives written notice of such events destruction, taking or threatened taking. Purchaser, at its option and in its sole discretion, may extend the Closing Date to allow Purchaser such full ten (10)-day period to determine if Purchaser elects to issue a Material Event Termination Notice. If Purchaser does not give (or has no right to give) a Material Event Termination Notice within such ten (10)-day period, then (A) this transaction shall close as set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement with Purchaser accepting the Properties in their condition as affected by written notice given the casualty or condemnation (subject to the other within seven terms and conditions of this Section 10(a)), (7B) days Purchaser shall pay the full Purchase Price (subject to clause (D) below), (C) Sellers shall assign to Purchaser the proceeds of any insurance policies payable to Sellers (or shall assign the right or claim to receive such proceeds after Buyer has received Closing), or Sellers' right to or portion of any condemnation award (or payment in lieu thereof), and (D) the notice referred amount of any deductible, not to above exceed the amount of loss, or at self-insured amount, not to exceed the closingamount of loss, whichever is earlieror uninsured amount shall be a credit against the Purchase Price. If Buyer or Seller does not elect Purchaser timely delivers a Material Event Termination Notice pursuant to terminate its obligations as aforesaidthis section, the closing terms and conditions of Section 16 shall take place as provided herein without an abatement of the purchase price (except that Buyer apply. Sellers shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to not settle or compromise any insurance proceeds claim or condemnation awards action without the prior written consent of Purchaser, and Purchaser shall have the option to participate in any such claim or action. Sellers shall obtain Purchaser's prior approval (which may shall not be payable unreasonably withheld, delayed or conditioned) with respect to Seller on account (Y) the repair of any Material Change (including the plans, contracts and contractors for such occurrence. Ifrepair work), and (Z) the repair of any other casualty or condemnation if such repair will not be fully and completed repaired prior to the closingClosing, there however nothing in this Agreement obligates Sellers to undertake any such repairs other than any normal and customary remediation actions. The provisions of this Section 10(a) shall occur:survive Closing. (ib) damage Notwithstanding anything to the Property caused by fire or other casualty which would cost less than 5% of the Purchase Price of the Property based on the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material contrary herein, subject to the use, thereof; then, if any of such events procedures set forth in (i) or (ii) above occursSection 10(a), Buyer Sellers shall have no right bear risk of loss of the Properties until the actual time of Closing, after which time the risk of loss shall pass to terminate its obligations under this Agreement, but there shall be assigned to Buyer at closing all interest of Seller in Purchaser and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such occurrence, and in addition, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller Purchaser shall be responsible for maintaining fire and extended coverage obtaining its own insurance prior to closing as is currently in placethereafter.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice In the event of: a taking or threatened taking by condemnation or other exercise of any eminent domain of all or a portion of the Property (collectively, a “Taking”); or the occurrence of a fire or other casualty occurring resulting in damage to all or any a portion of the improvements Property (collec­tively, a “Casualty”), at any time or times when a Senior Loan Mortgage remains a lien on the Real Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there following provisions shall occurapply: (i) damage The Borrower hereby agrees to provide each Lender with notice of any proceeding or action relating to a Taking and/or Casualty. The Lenders each hereby agree that its rights (under its Loan Documents or otherwise) to participate in any proceeding or action related to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty, shall be and remain subordinate in all respects to the improvements at Senior Lender’s rights under the Property caused Senior Loan Documents with respect thereto, and the Subordinate Lender shall be bound by fire any settlement or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate adjustment of a reputable third party contractor chosen claim resulting from a Taking or a Casualty made by Seller; or (ii) the taking Senior Lender, approved in writing by the Subordinate Lender, which approval shall not be unreasonably withheld, conditioned, or condemnation of delayed, it being understood by all or any portion of parties hereto that Senior Lender at all times has first priority to the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any proceeds of such events settlement or adjustment for the payment of any outstanding indebtedness under the Senior Loan Documents as set forth in (iSection 8(b)(ii) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under below. Nothing contained in this subsection and/or anything contained in this Agreement by written notice given shall limit the rights of any Lender to file any pleadings, documents, claims or notices with the other within seven (7) days after Buyer has appropriate court with jurisdiction over the proposed Taking and/or Casualty; and all proceeds received the notice referred or to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller received on account of a Taking or a Casualty, or both, shall be applied (either to payment of the costs and expenses of repair and restoration or to payment of the Senior Loan) in the manner determined by the Senior Lender, in conjunction with the Subordinate Lender and Borrower; provided, however, that if the Senior Lender elects to apply such occurrence. Ifproceeds to payment of the principal of, prior inter­est on and other amounts payable under the Senior Loan, any proceeds remaining after the satisfaction in full of the principal of, interest on and other amounts payable under the Senior Loan shall be paid to, and may be applied by, the Subordinate Lender which then acquires the status of Senior Lender in accordance with the applicable provisions of the Subordinate Loan Documents (to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% extent of the Purchase Price amounts due under the Subordinate Loan); provided, however, the Senior Lender agrees to consult with the Subordinate Lender in determining the application of Casualty proceeds; and provided further, however, that in the event of any disagreement between the Senior Lender and the Subordinate Lender, over the application of Casualty proceeds, the decision of the Property based on Senior Lender, in its sole discretion, shall prevail. A final determination shall be made by the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objection; or Senior Lender within sixty (ii60) the taking or condemnation of all or any portion days of the said Real Property and/or improvements as aforesaid which is not material to date of the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Buyer at closing all interest of Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such occurrence, and in addition, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in placecasualty.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice of any fire or other casualty occurring to all or any portion of the improvements at the Real Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there shall occur: (i) damage to the improvements at the Property caused by fire or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate of a reputable third party contractor chosen by Seller; or (ii) the taking or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. 6 If, prior to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% of the Purchase Price of the Property based on the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Buyer at closing all interest of Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such occurrence, and in addition, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in place.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice In the event of: a taking or threatened taking by condemnation or other exercise of any eminent domain of all or a portion of the Property (collectively, a "Taking"); or the occurrence of a fire or other casualty occurring resulting in damage to all or any a portion of the improvements Property (collectively, a "Casualty"), at any time or times when the Real Property and/or Personalty between Senior Mortgage remains a lien on the date hereof and Property, the date of closing. If prior to the closing, there following provisions shall occurapply: (i1) damage The Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in all respects to the improvements at Senior Lender's rights under the Property caused Senior Loan Documents with respect thereto, and the Subordinate Lender shall be bound by fire any settlement or other casualty which would cost 5% adjustment of a claim resulting from a Taking or a Casualty made by the Senior Lender; provided, however, this subsection and/or anything contained in this Agreement shall not limit the rights of the Purchase Price of Subordinate Lender to file any pleadings, documents, claims or notices with the Property or more to repair based on appropriate court with jurisdiction over the estimate of a reputable third party contractor chosen by Sellerproposed Taking and/or Casualty; orand (ii2) the taking All proceeds received or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has be received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. Ifa Taking or a Casualty, prior or both, shall be applied (either to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% payment of the Purchase Price costs and expenses of repair and restoration or to payment of the Property based on Senior Loan) in the estimate of a reputable third party contractor chosen manner determined by Seller the Senior Lender in its sole discretion; provided, however, that if the Senior Lender elects to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion apply such proceeds to payment of the said Real Property and/or improvements as aforesaid which is not material to principal of, interest on, and other amounts payable under the useSenior Loan, thereof; thenany proceeds remaining after the satisfaction in full of the principal of, if any of such events set forth in (i) or (ii) above occursinterest on, Buyer shall have no right to terminate its obligations and other amounts payable under this Agreement, but there the Senior Loan shall be assigned to Buyer at closing all interest of Seller in paid to, and to any insurance proceeds or condemnation awards which may be payable applied by, the Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents, provided however, the Senior Lender agrees to Seller on account consult with the Subordinate Lender in determining the application of Casualty proceeds, provided further however that in the event of any such occurrencedisagreement between the Senior Lender and the Subordinate Lender over the application of Casualty proceeds, and the decision of the Senior Lender, in additionits sole discretion, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in placeprevail.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice In the event of: a taking or threatened taking by condemnation or other exercise of any eminent domain of all or a portion of the Property (collectively, a “Taking”); or the occurrence of a fire or other casualty occurring resulting in damage to all or any a portion of the improvements Property (collectively, a “Casualty”), at any time or times when the Real First Mortgage remains a lien on the Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there following provisions shall occurapply: (i1) damage The Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in all respects to the improvements at Senior Lender’s rights under the Property caused First Mortgage Loan Documents with respect thereto, and the Subordinate Lender shall be bound by fire any settlement or other casualty which would cost 5% adjustment of a claim resulting from a Taking or a Casualty made by the Senior Lender; provided, however, this subsection and/or anything contained in this Agreement shall not limit the rights of the Purchase Price of Subordinate Lender to file any pleadings, documents, claims or notices with the Property or more to repair based on appropriate court with jurisdiction over the estimate of a reputable third party contractor chosen by Sellerproposed Taking and/or Casualty; orand (ii2) the taking all proceeds received or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has be received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. Ifa Taking or a Casualty, prior or both, shall be applied (either to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% payment of the Purchase Price costs and expenses of repair and restoration or to payment of the Property based on First Mortgage Loan) in the estimate of a reputable third party contractor chosen manner determined by Seller the Senior Lender in its sole discretion; provided, however, that if the Senior Lender elects to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion apply such proceeds to payment of the said Real Property and/or improvements as aforesaid which is not material to principal of, interest on and other amounts payable under the useFirst Mortgage Loan, thereof; thenany proceeds remaining after the satisfaction in full of the principal of, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations interest on and other amounts payable under this Agreement, but there the First Mortgage Loan shall be assigned to Buyer at closing all interest of Seller in paid to, and to any insurance proceeds or condemnation awards which may be payable applied by, the Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents, provided however, the Senior Lender agrees to Seller on account consult with the Subordinate Lender in determining the application of Casualty proceeds, provided further however that in the event of any such occurrencedisagreement between the Senior Lender and the Subordinate Lender over the application of Casualty proceeds, and the decision of the Senior Lender, in additionits sole discretion, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in placeprevail.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice In the event of: a taking or threatened taking by condemnation or other exercise of any eminent domain of all or a portion of the Mortgaged Property (collectively, a “Taking”); or the occurrence of a fire or other casualty occurring resulting in damage to all or any a portion of the improvements Mortgaged Property (collectively, a “Casualty”), at any time or times when the Real Senior Security Instrument remains a lien on the Mortgaged Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there following provisions shall occurapply: (i1) damage Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in all respects to Senior Lender’s rights under the improvements at the Property caused Senior Loan Documents with respect thereto, and Subordinate Lender shall be bound by fire any settlement or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate adjustment of a reputable third party contractor chosen claim resulting from a Taking or a Casualty made by Selleror with the written consent of Senior Lender; orand (ii2) the taking all proceeds received or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has be received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. Ifa Taking or a Casualty, prior or both, shall be applied (to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% payment of the Purchase Price costs and expenses of repair and restoration and/or to payment of the Property based on Senior Security Instrument) in the estimate of a reputable third party contractor chosen manner determined by Seller Senior Lender in its sole discretion consistent with the Senior Loan Documents; provided, however, that if Senior Lender elects to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion apply such proceeds to payment of the said Real Property and/or improvements as aforesaid which is not material to principal of, interest on and other amounts payable under the useSenior Security Instrument, thereof; thenany proceeds remaining after the satisfaction in full of the principal of, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations interest on and other amounts payable under this Agreement, but there the Senior Security Instrument shall be assigned to Buyer at closing all interest of Seller in paid to, and to any insurance proceeds or condemnation awards which may be applied by, Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents. Any proceeds then remaining after the satisfaction in full of the principal of, interest on and other amounts payable to Seller on account of any such occurrence, and in addition, Buyer under the Subordinate Loan Documents shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior paid by the Subordinate Lender to closing as is currently in placeBorrower.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice In the event of: a taking or threatened taking by condemnation or other exercise of any eminent domain of all or a portion of the Mortgaged Property (collectively, a "Taking"); or the occurrence of a fire or other casualty occurring resulting in damage to all or any a portion of the improvements Mortgaged Property (collec­tively, a "Casualty"), at any time or times when the Real Senior Security Instrument remains a lien on the Mortgaged Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there following provisions shall occurapply: (i1) damage Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in all respects to Senior Lender's rights under the improvements at the Property caused Senior Loan Documents with respect thereto, and Subordinate Lender shall be bound by fire any settlement or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate adjustment of a reputable third party contractor chosen claim resulting from a Taking or a Casualty made by Selleror with the written consent of Senior Lender; orand (ii2) the taking all proceeds received or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has be received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. Ifa Taking or a Casualty, prior or both, shall be applied (to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% payment of the Purchase Price costs and expenses of repair and restoration and/or to payment of the Property based on Senior Security Instrument) in the estimate of a reputable third party contractor chosen manner determined by Seller Senior Lender in its sole discretion, consistent with the Senior Loan Documents; provided, however, that if Senior Lender elects to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion apply such proceeds to payment of the said Real Property and/or improvements as aforesaid which is not material to principal of, inter­est on and other amounts payable under the useSenior Security Instrument, thereof; thenany proceeds remaining after the satisfaction in full of the principal of, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations interest on and other amounts payable under this Agreement, but there the Senior Security Instrument shall be assigned to Buyer at closing all interest of Seller in paid to, and to any insurance proceeds or condemnation awards which may be applied by, Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents. Any proceeds then remaining after the satisfaction in full of the principal of, interest on and other amounts payable to Seller on account of any such occurrence, and in addition, Buyer under the Subordinate Loan Documents shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior paid by the Subordinate Lender to closing as is currently in placeBorrower.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice of any fire or other casualty occurring to all or any portion of (a) If the improvements at the Real Property and/or Personalty between the date hereof and the date of closing. If property is partially condemned prior to the closingClaim Date and the Lease shall not have been terminated in accordance with its term by reason of such condemnation, there the Ascertained Net Loss or Monthly Payments shall occur:be reduced as follows: (i) in the event the Insurer shall have elected to pay the Ascertained Net Loss, for purposes of calculating Ascertained Net Loss, (A) clause (i) in the definition of Ascertained Net Loss shall be deleted in its entirety and the following substituted therefor: " (i) damage an amount equal to the improvements at sum of (x) the Property caused amount of the debt service that was required to be paid by fire Owner under the Loan Documents as of the month immediately preceding the Claim Date after giving effect to any abatement or other casualty which would cost reduction in the Tenant's rent made in accordance with the provisions of the Lease, discounted to present value using the interest rate provided in the promissory note evidencing the Loan as a discount rate and (y) an amount equal to 5% of such amount" and (B) clause (iv) in the Purchase Price definition of the Property or more to repair based on the estimate of a reputable third party contractor chosen by SellerAscertained Net Loss shall be deleted in its entirety; or and (ii) in the taking or condemnation event the Insurer shall have elected Monthly Payments, the amount of all or any portion each Monthly Payment shall be in an amount equal to the amount of the Real Property and/or debt service that was required to be paid by Owner under the improvements Loan Documents as aforesaid as would materially interfere of the month immediately preceding the Claim Date after giving effect to any abatement or reduction in the Tenant's rent made in accordance with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement provisions of the purchase price Lease. (except that Buyer shall be allowed a credit for any deductible under Seller's insuranceb) and there shall be assigned to If the Buyer at closing, all interest of the Seller in and to any insurance proceeds Property suffers physical damage or condemnation awards which may be payable to Seller on account of such occurrence. If, casualty prior to the closingClaim Date which is repaired and the Lease shall not have been terminated in accordance with its terms by reason of such casualty, there the Ascertained Net Loss or Monthly Payments shall occur: (i) damage be reduced by the amount of the insurance proceeds applied by Named Insured in accordance with the provisions of the Loan Documents in reduction of the principal of the Loan. Insurance proceeds applied to restoration of the improvements on the Property caused by fire shall not reduce or other casualty which would cost less than 5% of otherwise affect the Purchase Price of the Property based on the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objection; or (ii) the taking Ascertained Net Loss or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Buyer at closing all interest of Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such occurrence, and in addition, Buyer shall be allowed a credit for any deductible under Seller's insurance policyMonthly Payments. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in place.National Fire & Marine Insurance Company Policy No. 3LP ___________

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice In the event of: a taking or threatened taking by condemnation or other exercise of any eminent domain of all or a portion of the Mortgaged Property (collectively, a "Taking"); or the occurrence of a fire or other casualty occurring resulting in damage to all or any a portion of the improvements Mortgaged Property (collec- tively, a "Casualty"), at any time or times when the Real Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there shall occur:Senior Security Instrument (i1) damage Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in all respects to Senior Lender's rights under the improvements at the Property caused Senior Loan Documents with respect thereto, and Subordinate Lender shall be bound by fire any settlement or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate adjustment of a reputable third party contractor chosen claim resulting from a Taking or a Casualty made by Selleror with the written consent of Senior Lender; orand (ii2) the taking all proceeds received or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has be received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. Ifa Taking or a Casualty, prior or both, shall be applied (to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% payment of the Purchase Price costs and expenses of repair and restoration and/or to payment of the Property based on Senior Security Instrument) in the estimate of a reputable third party contractor chosen manner determined by Seller Senior Lender in its sole discretion consistent with the Senior Loan Documents; provided, however, that if Senior Lender elects to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion apply such proceeds to payment of the said Real Property and/or improvements as aforesaid which is not material to principal of, interest on and other amounts payable under the useSenior Security Instrument, thereof; thenany proceeds remaining after the satisfaction in full of the principal of, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations interest on and other amounts payable under this Agreement, but there the Senior Security Instrument shall be assigned to Buyer at closing all interest of Seller in paid to, and to any insurance proceeds or condemnation awards which may be applied by, Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents. Any proceeds then remaining after the satisfaction in full of the principal of, interest on and other amounts payable to Seller on account of any such occurrence, and in addition, Buyer under the Subordinate Loan Documents shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior paid by the Subordinate Lender to closing as is currently in placeBorrower.

Condemnation or Casualty. Seller agrees If, prior to give Purchaser prompt written notice of the Closing Date, any fire or other casualty occurring to all or any portion part of the improvements at the Real Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there shall occur: (i) damage to the improvements at the Property caused are damaged or destroyed by fire or other casualty loss, Seller shall restore the improvements to their previous condition (to the extent insurance proceeds are available to Seller to do so) as soon as reasonably possible, but, in any event, prior to the Closing Date. If Seller is unable to do so, without fault and notwithstanding Seller's diligent, good faith efforts, and if the cost of repair and restoration due to such casualty event exceeds $200,000, then Buyer shall have the option to either (x) terminate this Agreement by delivering written notice of termination to Seller, and receive a refund of the Xxxxxxx Money, or (y) proceed with the purchase of the Property, in which would cost 5% of event at Closing Buyer shall be credited against the Purchase Price of the Property or more to repair based on the estimate of a reputable third party contractor chosen by Seller; or (ii) the taking or condemnation amount of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. If, prior to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% of the Purchase Price of the Property based on the estimate of a reputable third party contractor chosen collected by Seller to which Buyer has no reasonable objection; or as a result of any such damage or destruction (ii) the taking or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there proceeds shall be assigned to Buyer if not then collected), plus any insurance deductibles applicable to such damage or destruction, less any monies actually expended by Seller to repair any damage. If the cost of repair and restoration of the Improvements due to such casualty is $200,000 or less, then Seller shall assign to Buyer at closing Closing all of its right, title and interest of Seller in and to any insurance proceeds or payable as a result of such casualty, and Seller shall credit against the Purchase Price any insurance proceeds received by Seller prior to Closing with respect to such casualty event. If any part of the Property is condemned prior to Closing Date, Seller shall promptly give Buyer written notice of such condemnation awards which may be payable and Buyer and Seller shall apply any proceeds received prior to Seller Closing on account a pro rata basis of any condemnation award to reduce the Purchase Price provided herein; provided that if such occurrencecondemnation has a material adverse effect on the operation of the Property, then Buyer may declare this Agreement terminated by delivering written notice of termination to Seller, and in addition, Buyer shall be allowed receive a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in placerefund of the Xxxxxxx Money.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice of any fire or other casualty occurring to all or any portion of (a) If the improvements at the Real Property and/or Personalty between the date hereof and the date of closing. If property is partially condemned prior to the closingClaim Date and the Lease shall not have been terminated in accordance with its terms by reason of such condemnation, there the Ascertained Net Loss or Monthly Payments shall occur:be reduced as follows: (i) in the event the Insurer shall have elected to pay the Ascertained Net Loss, for purposes of calculating Ascertained Net Loss, (A) clause (i) in the definition of Ascertained Net Loss shall be deleted in its entirety and the following substituted therefor: " (i) damage an amount equal to the improvements at sum of (x) the Property caused amount of the debt service that was required to be paid by fire Owner under the Loan Documents as of the month immediately preceding the Claim Date after giving effect to any abatement or other casualty which would cost reduction in the Tenant's rent made in accordance with the provisions of the Lease, discounted to present value using the interest rate provided in the promissory note evidencing the Loan as a discount rate and (y) an amount equal to 5% of such amount" and (B) clause (iv) in the Purchase Price definition of the Property or more to repair based on the estimate of a reputable third party contractor chosen by SellerAscertained Net Loss shall be deleted in its entirety; or and (ii) in the taking or condemnation event the Insurer shall have elected Monthly Payments, the amount of all or any portion each Monthly Payment shall be in an amount equal to the amount of the Real Property and/or debt service that was required to be paid by Owner under the improvements Loan Documents as aforesaid as would materially interfere of the month immediately preceding the Claim Date after giving effect to any abatement or reduction in the Tenant's rent made in accordance with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement provisions of the purchase price Lease. (except that Buyer shall be allowed a credit for any deductible under Seller's insuranceb) and there shall be assigned to If the Buyer at closing, all interest of the Seller in and to any insurance proceeds Property suffers physical damage or condemnation awards which may be payable to Seller on account of such occurrence. If, casualty prior to the closingClaim Date which is repaired and the Lease shall not have been terminated in accordance with its terms by reason of such casualty, there the Ascertained Net Loss or Monthly Payments shall occur: (i) damage be reduced by the amount of the insurance proceeds applied by Named Insured in accordance with the provisions of the Loan Documents in reduction of the principal of the Loan. Insurance proceeds applied to restoration of the improvements on the Property caused by fire shall not reduce or other casualty which would cost less than 5% of otherwise affect the Purchase Price of the Property based on the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objection; or (ii) the taking Ascertained Net Loss or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Buyer at closing all interest of Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such occurrence, and in addition, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in placeMonthly Payments.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice In the event of any a taking or threatened taking by condemnation or other exercise of eminent domain of all or a portion of the Mortgaged Property (collectively, a “Taking”); or the occurrence of a fire or other casualty occurring resulting in damage to all or any a portion of the improvements Mortgaged Property (collectively, a “Casualty”), at any time or times when the Real Senior Security Instrument remains a lien on the Mortgaged Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there following provisions shall occurapply: (i1) damage Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in all respects to Senior Lender’s rights under the improvements at the Property caused Senior Loan Documents with respect thereto, and Subordinate Lender shall be bound by fire any settlement or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate adjustment of a reputable third party contractor chosen claim resulting from a Taking or a Casualty made by Selleror with the written consent of Senior Lender; orand (ii2) the taking all proceeds received or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has be received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. Ifa Taking or a Casualty, prior or both, shall be applied (to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% payment of the Purchase Price costs and expenses of repair and restoration and/or to payment of the Property based on Senior Security Instrument) in the estimate of a reputable third party contractor chosen manner determined by Seller Senior Lender in its sole discretion; provided, however, that if Senior Lender elects to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion apply such proceeds to payment of the said Real Property and/or improvements as aforesaid which is not material to principal of, interest on and other amounts payable under the useSenior Security Instrument, thereof; thenany proceeds remaining after the satisfaction in full of the principal of, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations interest on and other amounts payable under this Agreement, but there the Senior Security Instrument shall be assigned to Buyer at closing all interest of Seller in paid to, and to any insurance proceeds or condemnation awards which may be applied by, Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents. Any proceeds then remaining after the satisfaction in full of the principal of, interest on and other amounts payable to Seller on account of any such occurrence, and in addition, Buyer under the Subordinate Loan Documents shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior paid by Subordinate Lender to closing as is currently in placeBorrower.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice of any fire or other casualty occurring to (a) If, between the Effective Date and the Closing Date, all or any portion of the improvements at the Real Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there shall occur: (i) damage to the improvements at the Property caused by fire or other casualty which would cost 5% of the Purchase Price a “material portion” of the Property or more to repair based on the estimate of a reputable third party contractor chosen is either taken by Seller; or (ii) the taking eminent domain or condemnation of all (or sale in lieu thereof) or experiences any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; material damage, destruction or casualty (a “Condemnation or Casualty Event”), then, if any of such events set forth in (i) or (ii) above occursBuyer may, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to Seller, elect to terminate this Agreement, in which case this Agreement shall be null and void in all respects, and thereafter neither Party shall have any further rights, liabilities or obligations hereunder, except as expressly provided in those sections hereof which state that they expressly survive such termination. In the other within seven (7) days after Buyer has received event of such termination by Buyer, the notice referred Escrow Agent shall promptly return the Deposit to above or at the closing, whichever is earlierBuyer. If Buyer or Seller does not elect to terminate its obligations as aforesaidthis Agreement, this Agreement shall remain in full force and effect and the closing transaction contemplated herein, less any interest taken by eminent domain or condemnation, shall take place as provided herein without an be effected with no adjustment or abatement of the purchase price (except that Purchase Price. In addition, at the Closing, Seller shall pay to Buyer all amounts received by Seller with respect to any such Condemnation or Casualty Event and shall be allowed a credit for any deductible under Seller's insurance) assign, transfer and there shall be assigned set over to the Buyer at closing, all interest of the Seller in right, title and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. If, prior to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% of the Purchase Price of the Property based on the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Buyer at closing all interest of Seller in and to: (1) any awards that have been or that may thereafter be made for such Condemnation or Casualty Event, and (2) the rights to any and all insurance proceeds relating to such Condemnation or condemnation awards which may be payable to Seller on account of any such occurrence, Casualty Event; and in addition, Buyer shall be allowed receive a credit at Closing for any deductible under Seller's insurance policy. the corresponding deductible, provided however, if such proceeds are insufficient to repair or restore the Improvements to substantially their condition prior to the Condemnation or Casualty Event, the Buyer shall also receive a credit at Closing in an amount equal to the shortfall (or if determined after Closing, Seller shall be responsible for maintaining fire paying Buyer for such shortfall notwithstanding the Claims Floor or the Claims Cap). Seller shall execute and extended coverage insurance deliver to Buyer all required proofs of loss, assignments of claims and other similar items. (b) If there is a Condemnation or Casualty Event, which does not effect a “material portion” of the Property, prior to closing the Closing Date, this Agreement shall remain in full force and effect and the transaction contemplated herein, less any interest taken as is currently a result of such Condemnation or Casualty Event, shall take place in placeaccordance with the provisions of this Agreement with no further adjustment or abatement of the Purchase Price. In addition, at the Closing, Seller shall pay to Buyer all amounts received by Seller with respect to any such Condemnation or Casualty Event and shall assign, transfer and set over to Buyer all of the right, title and interest of Seller in and to: (1) any awards that have been or that may thereafter be made for such Condemnation or Casualty Event, and (2) the rights to any and all insurance proceeds relating to such Condemnation or Casualty Event, and Buyer shall receive a credit at Closing for the corresponding deductible. In addition, Seller shall pay to Buyer an amount equal to the deductible under Seller’s policy of casualty insurance (through a credit at Closing) and Seller shall execute and deliver to Buyer all required proofs of loss, assignments of claims and other similar items; (c) For purposes of Section 7(a) and Section 7(b), the term “material portion” shall mean (i) with respect to a damage, destruction or casualty, a portion of the Property which requires restoration or repair costing five percent (5%) of the Purchase Price or more in the aggregate, as reasonably determined by Buyer, or (ii) with respect to eminent domain or condemnation (or sale in lieu thereof), (1) a decrease in the value of the Property by five percent (5%) of the Purchase Price or more as reasonably determined by Buyer or (2) a material adverse affect on the ingress and/or egress to or from the Real Property as reasonably determined by Buyer, or (iii) in either case, that results in the termination of a lease with a Major Tenant at the Property.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice In the event of: a taking or threatened taking by condemnation or other exercise of any eminent domain of all or a portion of the Land (collectively, a “Taking”); or the occurrence of a fire or other casualty occurring resulting in damage to all or any a portion of the improvements Land (collectively, a “Casualty”), at any time or times when the Real Property and/or Personalty between Permanent Loan Mortgage remains a lien on the date hereof and Land the date of closing. If prior to the closing, there following provisions shall occurapply: (i) damage The Borrower hereby agrees to provide Subordinate Lender with notice of any proceeding or action relating to a Taking and/or Casualty and Senior Lender agrees that Subordinate Lender may participate in any proceeding or action relating to a Taking and/or a Casualty, or participate or join in any settlement of any claims resulting from a Taking or a Casualty. Subordinate Lender otherwise shall be and remain subordinate in all respects to the improvements at Senior Lender’s rights under the Property caused Permanent Loan Documents with respect thereto, and the Subordinate Lender shall be bound by fire any settlement or other casualty which would cost 5% adjustment of a claim resulting from a Taking or a Casualty made by the Senior Lender and Subordinate Lender. Nothing contained in this subsection and/or anything contained in this Agreement shall limit the rights of the Purchase Price of Subordinate Lender to file any pleadings, documents, claims or notices with the Property or more to repair based on appropriate court with jurisdiction over the estimate of a reputable third party contractor chosen by Sellerproposed Taking and/or Casualty; orand (ii) the taking all proceeds received or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has be received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. Ifa Taking or a Casualty, prior or both, shall be applied (either to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% payment of the Purchase Price costs and expenses of repair and restoration or to payment of the Property based on Permanent Loan) in the estimate of a reputable third party contractor chosen manner determined by Seller the Senior Lender in its sole discretion; provided, however, that if the Senior Lender elects to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion apply such proceeds to payment of the said Real Property and/or improvements as aforesaid which is not material to principal of, interest on and other amounts payable under the usePermanent Loan, thereof; thenany proceeds remaining after the satisfaction in full of the principal of, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations interest on and other amounts payable under this Agreement, but there the Permanent Loan shall be assigned to Buyer at closing all interest of Seller in paid to, and to any insurance proceeds or condemnation awards which may be payable applied by, the Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents; provided, however, the Senior Lender agrees to Seller on account consult with the Subordinate Lender in determining the application of Casualty proceeds; and provided further, however, that in the event of any such occurrencedisagreement between the Senior Lender and the Subordinate Lender over the application of Casualty proceeds, and the decision of the Senior Lender, in additionits sole discretion, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in placeprevail.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice of any fire or other casualty occurring to all or any portion of the improvements at the Real Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there shall occur: (i) damage to the improvements at the Property caused by fire or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate of a reputable third party contractor chosen by Seller; oror 7 (ii) the taking or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence, or if Seller has received any such proceeds or awards, the amount received by Seller shall be credited against and applied to the cash portion of the Purchase Price. If, prior to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% of the Purchase Price of the Property based on the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Buyer at closing all interest of Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such occurrence, and in addition, Buyer shall be allowed a credit for any deductible under Seller's insurance policy, or if Seller has received any such proceeds or awards, the amount received by Seller shall be credited against and applied to the cash portion of the Purchase Price. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in place.

Condemnation or Casualty. Seller agrees DESTRUCTION, FIRE AND OTHER CASUALTY. (a) If the Leased Premises or any part thereof, or any portion of the Property so as to materially interfere with Xxxxxx's use of the Leased Premises, shall be damaged by fire or other casualty, Tenant shall give Purchaser prompt written immediate notice thereof to Landlord and this Lease shall continue in full force and effect except as hereinafter set forth. If the Leased Premises is partially damaged or rendered partially unusable by fire or other casualty, the damages thereto shall be repaired by, and at the expense of, Landlord and the rent, until such repair shall be substantially completed, shall be apportioned from the day following the casualty according to the part of the Leased Premises which is usable. If the Leased Premises is totally damaged or rendered wholly unusable by fire or other casualty, then the rent shall be proportionately paid up to the time of the casualty and thenceforth shall cease until the date when the Leased Premises shallhave been repaired and restored by Landlord, subject to Landlord's right to elect not to restore the same as hereinafter provided. Notwithstanding the provisions of this Paragraph 28(a) or any other provisions of this Lease, (i) Tenant shall be responsible for insuring (or electing not to insure) all of its personal property, fixtures and equipment, and (ii) Landlord shall have no obligation to pay for, repair, replace, rewire or otherwise restore any of Tenant's personal property, fixtures or equipment in the event of any fire or other casualty occurring to or condemnation, all or any portion of the improvements at the Real Property and/or Personalty between the date hereof which repairs, replacement, rewiring and the date other restoration shall be sole obligation of closing. If prior to the closing, there shall occur:Tenant. (ib) damage If, whether or not the Leased Premises is damaged in whole or in part, the Building owned by Landlord shall be so damaged that Landlord shall decide not to the improvements at the Property caused by fire or other casualty which would cost 5% of the Purchase Price of the Property or more rebuild it, then Landlord may elect to repair based on the estimate of a reputable third party contractor chosen by Seller; or (ii) the taking or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement Lease by written notice to Tenant given to the other within seven sixty (760) days after Buyer has received such fire or casualty specifying a date for the expiration of the Lease, which date shall not be less than sixty (60) days or more than ninety (90) days after the giving of such notice referred to above or at and, upon the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaiddate specified in such notice, the closing Term of this Lease shall take place expire as provided herein fully and completely as if such date were the date set forth for the termination of this Lease and Tenant shall forthwith quit, surrender and vacate the Leased Premises without an abatement of prejudice, however, to either party's rights and remedies against the purchase price (except that Buyer other under the Lease provisions in effect prior to such termination, and any rent owing shall be allowed a credit for paid up to such date and any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest payments of the Seller in and to any insurance proceeds or condemnation awards rent made by Tenant which may be payable to Seller on account of such occurrence. If, prior to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% of the Purchase Price of the Property based on the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Buyer at closing all interest of Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller were on account of any period subsequent to such occurrence, and in addition, Buyer date shall be allowed returned to Tenant. Unless Landlord shall serve a credit termination notice as provided for herein, Landlord shall make the repairs and restorations under the conditions of Subparagraph (a) hereof, with all reasonable expedition and with the least interruption of Xxxxxx's business as practicable. After any deductible under Sellersuch casualty affecting the Leased Premises, Tenant shall cooperate with Landlord's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing restoration by removing from the Leased Premises, as is currently in place.promptly as reasonably possible, all of Tenant's salvageable trade fixtures and

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice of any fire or other casualty occurring to all or any portion of the improvements at the Real Property and/or Personalty between the date hereof and the date of closingcompletion of escrow. If prior to the closingcompletion of escrow, there shall occur: (i) damage to the improvements at the Property caused by fire or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate of a reputable third party contractor chosen by Seller; or (ii) the taking or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement and the escrow by written notice given to the other within seven (7) days after Buyer has received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing completion of escrow shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. If, prior to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% of the Purchase Price of the Property based on the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Buyer at closing completion of escrow all interest of Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such occurrence, and in addition, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in place.

Condemnation or Casualty. Seller agrees (a) Owner shall bear all risk of loss to give Purchaser prompt written notice of any fire or other casualty occurring to all or any portion the Property until the delivery of the improvements at Deed to Buyer (including delivery through the Real Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there shall occur: (i) damage to the improvements at the Property caused by fire or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate of a reputable third party contractor chosen by Seller; or (ii) the taking or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrenceEscrow Agent). If, prior to the closingClosing, there shall occur: (i) damage to condemnation proceedings are commenced against all or any material portion of the Property, or (ii) the Property caused is materially damaged by fire or other casualty which would (i.e., to the extent that the cost less than 5% of repairing such damage shall be $3,000,000 or more), Owner shall promptly notify Buyer of the applicable event and the extent of any insurance coverage, and Buyer shall have the right, upon notice in writing to Owner delivered within the earlier of five days (A) after actual notice of such condemnation, fire or other casualty or (B) the Closing Date, to terminate this Agreement, whereupon the Deposit shall be returned immediately to Buyer, and neither party shall have any further liability to the other hereunder. If Buyer does not elect to terminate this Agreement, the Closing shall proceed (and the Purchase Price shall be reduced as hereinafter set forth) but Buyer shall be entitled to an assignment of all of Owner's share of the proceeds of fire or other casualty insurance and rent insurance proceeds (if any) payable with respect to the period after Closing or of the condemnation award, as the case may be, and Owner shall have no obligation to repair or restore the Property; provided, however, that the Purchase Price shall be reduced by the sum of (1) the deductible applied by Owner's insurer with respect to such fire or casualty; (2) the amount by which the proceeds of such insurance will be reduced by reason of the application of any co-insurance clause in Owner's insurance policy; and (3) any other uninsured portion of the casualty, provided that if such uninsured portion (other than the deductible or coinsurance amount) exceeds $100,000, then unless Buyer agrees to bear such excess uninsured amount, Owner may terminate this Agreement whereupon the Deposit shall be returned to Buyer. (b) If this Agreement is not terminated in connection with a casualty, (i) Buyer shall be permitted to participate in any negotiations or proceedings related to such events, and Owner shall not compromise, settle or adjust any claims to such proceeds or awards, without Buyer's prior written consent (which shall not be unreasonably withheld or unduly delayed) and (ii) Owner shall have no responsibility for the restoration and repair of that portion of the Property based on the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objection; or (ii) the taking condemned, destroyed or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer damaged. Owner shall have no right to terminate its obligations under this Agreement, but there shall be assigned promptly provide to Buyer at closing all interest of Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account written notice of any such occurrencecondemnation, and in additionfire or other casualty, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in placeor litigation.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice of any fire or other casualty occurring to all or any portion of (a) The Premises and the improvements personal property shall be and remain until Closing, at the Real Property and/or Personalty between the date hereof and risk of Seller. Until the date of closingClosing, Seller covenants that it shall maintain in full force and effect, insurance covering the Premises for fire and extended perils. If prior In the event of any insured damage to any of the closingPremises in excess of the sum of $200,000 ("Casualty"), there the Buyer shall occur: have the right to either take the proceeds from such insurance and complete the transaction of purchase and sale contemplated by this Agreement, or to declare this Agreement to be null and void and have the Deposit returned with interest as may be herein provided. Seller shall promptly notify Buyer of such Casualty and Buyer shall notify Seller of Buyer's decision to proceed to Closing within five (i5) days of receipt of Seller's notification. In the event such damage to the improvements at Premises is less than $200,000, or should the Property caused by fire or other casualty which would cost 5% Buyer elect to take proceeds from such insurance and complete the transaction, the Seller shall do all reasonable things as may be necessary to obtain prompt payment of the Purchase Price proceeds from such insurance policy, provided, however, Seller shall not be obligated to repair or restore the Premises. Any cost and/or expense in connection with the foregoing or securing, repairing and/or restoring the Premises shall be paid from the insurance proceeds. At Closing, Seller shall pay to Buyer any applicable deductible under the insurance policy(ies). After transfer of the Property or more to repair based on the estimate of a reputable third party contractor chosen by Seller; or (ii) the taking or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaidPremises, the closing shall take place as provided herein without an abatement risk of the purchase price (except that Buyer loss shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. If, prior to the closing, there shall occur: (i) damage to the Property caused assumed by fire or other casualty which would cost less than 5% of the Purchase Price of the Property based on the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Buyer at closing all interest of Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such occurrence, and in addition, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in placeBuyer.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice Following the occurrence of any (1) a Condemnation Action, or (2) a fire or other casualty occurring resulting in damage to all or any a portion of the improvements Mortgaged Property (collectively, a “Casualty”), at any time or times when the Real Senior Security Instrument remains a lien on the Mortgaged Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there following provisions shall occurapply: (iA) damage Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation Action or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation Action or a Casualty shall be and remain subject and subordinate in all respects to Senior Lender’s rights under the improvements at the Property caused Senior Loan Documents with respect thereto, and Subordinate Lender shall be bound by fire any settlement or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate adjustment of a reputable third party contractor chosen claim resulting from a Condemnation Action or a Casualty made by SellerSenior Lender; orprovided, however, this subsection or anything contained in this Agreement shall not limit the rights of Subordinate Lender to file any pleadings, documents, claims or notices with the appropriate court with jurisdiction over the proposed Condemnation Action or Casualty; and (iiB) the taking all proceeds received or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has be received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. Ifa Condemnation Action or a Casualty, prior or both, shall be applied (either to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% payment of the Purchase Price costs and expenses of repair and restoration or to payment of the Property based on Senior Loan) in the estimate of a reputable third party contractor chosen manner determined by Seller Senior Lender in its sole discretion; provided, however, that if Senior Lender elects to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion apply such proceeds to payment of the said Real Property and/or improvements as aforesaid which is not material to principal of, interest on and other amounts payable under the useSenior Loan, thereof; thenany proceeds remaining after the satisfaction in full of the principal of, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations interest on and other amounts payable under this Agreement, but there the Senior Loan shall be assigned to Buyer at closing all interest of Seller in paid to, and to any insurance proceeds or condemnation awards which may be payable applied by, Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents, provided however, Senior Lender agrees to Seller on account consult with Subordinate Lender in determining the application of Casualty proceeds, provided further, however, that in the event of any such occurrencedisagreement between Senior Lender and Subordinate Lender over the application of Casualty proceeds, and the decision of Senior Lender, in additionits sole discretion, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in placeprevail.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice In the event of any (i) a taking or threatened taking by condemnation or other exercise of eminent domain of all or a portion of the Property (collectively, a "Taking"), or (ii) the occurrence of a fire or other casualty occurring resulting in damage to all or any a portion of the improvements Property (collectively, a "Casualty"), at any time or times when the Real Senior Security Instrument remains a lien on the Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there following provisions shall occurapply: (i1) damage The Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in all respects to the improvements at Senior Lender's rights under the Property caused Senior Loan Documents with respect thereto, and the Subordinate Lender shall be bound by fire any settlement or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate adjustment of a reputable third party contractor chosen claim resulting from a Taking or a Casualty made by Seller; orthe Senior Lender; (ii2) the taking All proceeds received or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has be received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of a Taking or a Casualty, or both, shall be applied (either to payment of the costs and expenses of repair and restoration and/or to payment of the Senior Loan) in the manner determined by the Senior Lender in its sole discretion; provided, however, that if the Senior Lender elects to apply such occurrence. Ifproceeds to payment of the principal of, prior interest on and other amounts payable under the Senior Loan, any proceeds remaining after the satisfaction in full of the principal of, interest on and other amounts payable under the Senior Loan shall be paid to, and may be applied by, the Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents; provided however, the Senior Lender agrees to consult with the Subordinate Lender in determining the application of Casualty proceeds; provided further however, that in the event of any disagreement between the Senior Lender and the Subordinate Lender over the application of Casualty proceeds, the decision of the Senior Lender, in its reasonable discretion, shall prevail; and (3) Both the Senior Lender and the Subordinate Lender agree to execute and deliver, at no expense to the closingother, there shall occur: (i) damage all documents, instruments, agreements or further assurances required to effectuate the Property caused by fire or other casualty which would cost less than 5% provisions of the Purchase Price of the Property based on the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Buyer at closing all interest of Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such occurrence, and in addition, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in placesubsection.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice of any fire or other casualty occurring to all or any portion of the improvements at the Real Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there shall occur: (i) damage to the improvements at the Property caused by fire or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate of a reputable third party contractor chosen by SellerSeller to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereofthereof and/or are equal to or greater than $100,000.00 in value; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has received the notice referred to above or at the closing, whichever is earlier. Upon such termination, the Escrow Agent shall immediately return the Earnest Money to Buyer, and neithxx xxxxy shall have any further right, obligation or liability hereunder. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. If, prior to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% of the Purchase Price of the Property based on the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereofthereof and is less than $100,000.00 in value; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Buyer at closing all interest of Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such occurrence, and in addition, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in place.

Condemnation or Casualty. Upon an occurrence of a casualty, condemnation or taking, Seller agrees shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to give Purchaser prompt written notice of any fire or other casualty occurring to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of the improvements at Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) with respect to any casualty, if the Real Property and/or Personalty between the date hereof and the date of closing. If prior cost to repair such casualty would exceed $100,000.00, or (b) with respect to any condemnation, any Improvements or access to the closingProperty or more than ten percent (10%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement by providing written notice of such termination to Seller within ten (10) business days after Xxxxx’s receipt of notice of such condemnation, taking or damage, upon which termination the Xxxxxxx Money shall be returned to the Buyer and neither party hereto shall have any further rights, obligations or liabilities under this Agreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall occur: (i) damage to the improvements at the Property caused by fire or other casualty which would cost 5% be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the Property or more to repair based on the estimate of a reputable third party contractor chosen by Seller; or (ii) the taking or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; thenawards, if any of any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such events set forth in (i) or (ii) above occursawards. With respect to a casualty, if Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations this Agreement or does not have the right to terminate this Agreement as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. If, prior to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% no abatement of the Purchase Price of the Property based on the estimate of a reputable third party contractor chosen by and Seller to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there shall be assigned assign to Buyer at closing all interest the Closing the rights of Seller in 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 pay to any insurance proceeds or condemnation awards which may be payable to Seller on account Buyer the amount of any such occurrencedeductible with respect thereto, and in addition, Buyer shall be allowed a credit for entitled to receive and keep any deductible under Seller's monies received from such insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in placepolicies.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice In the event of: a taking or threatened taking of any eminent domain of all or a portion of the Property (collectively, a "Taking"); or the occurrence of a fire or other casualty occurring resulting in damage to all or any a portion of the improvements Property (collectively, a "Casualty"), at any time or times when the Real Property and/or Personalty between Senior Deed of Trust remains a lien on the date hereof and Property, the date of closing. If prior to the closing, there following provisions shall occurapply: (ia) damage Junior Lender hereby agrees that its rights (under the Junior Deed of Trust or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking and/or a Casualty shall be and remain subordinate in all respects to the improvements at Senior Lender's (on behalf of Senior Lender or in its own right) rights under the Property caused Senior Loan Documents with respect thereto, and Junior Lender shall be bound by fire any settlement or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate adjustment of a reputable third party contractor chosen claim resulting from a Taking or a Casualty made by Sellerthe Senior Lender; orprovided, however, this subsection and/or anything contained in this Agreement shall not limit the rights of Junior Lender to file any pleadings, documents, claims or notices with the appropriate court with jurisdiction over the proposed Taking and/or Casualty; (iib) the taking all proceeds received or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has be received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of a Taking and/or a Casualty, or both, shall be applied (either to payment of the costs and expenses of repair and restoration or to payment of the Senior Loan) in the manner determined by the Senior Lender in its sole discretion; provided, however, that if the Senior Lender (for and on behalf of Senior Lender or in its own right) elects to apply such occurrence. Ifproceeds to payment of the principal of, prior interest on and other amounts payable under the Senior Loan, any proceeds remaining after the satisfaction in full of the principal of, interest on and other amounts payable under or with respect to the closingSenior Loan shall be paid to, there shall occur:and may be applied by, Xxxxxx Xxxxxx; and (ic) damage Notwithstanding the foregoing, the Senior Xxxxxx agrees to use commercially reasonable promptness under the Property caused by fire or other casualty which would cost less than 5% of the Purchase Price of the Property based on the estimate of a reputable third party contractor chosen by Seller particular circumstances in determining and applying all proceeds received pursuant to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Buyer at closing all interest of Seller in Section 9 and to any insurance proceeds or condemnation awards which may be payable to Seller on account consult with Junior Lender in determining the application of any such occurrence, and in addition, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in placeTaking and/or Casualty proceeds.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice In the event of: a taking or threatened taking by condemnation or other exercise of any eminent domain of all or a portion of the Mortgaged Property (collectively, a "Taking"); or the occurrence of a fire or other casualty occurring resulting in damage to all or any a portion of the improvements Mortgaged Property (collectively, a "Casualty"), at any time or times when the Real Senior Security Instrument remains a lien on the Mortgaged Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there following provisions shall occurapply: (i1) damage Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in all respects to Senior Lender's rights under the improvements at the Property caused Senior Loan Documents with respect thereto, and Subordinate Lender shall be bound by fire any settlement or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate adjustment of a reputable third party contractor chosen claim resulting from a Taking or a Casualty made by Selleror with the written consent of Senior Lender; orand (ii2) the taking all proceeds received or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has be received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. Ifa Taking or a Casualty, prior or both, shall be applied (to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% payment of the Purchase Price costs and expenses of repair and restoration and/or to payment of the Property based on Senior Security Instrument) in the estimate of a reputable third party contractor chosen manner determined by Seller Senior Lender in its sole discretion; provided, however, that if Senior Lender elects to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion apply such proceeds to payment of the said Real Property and/or improvements as aforesaid which is not material to principal of, interest on and other amounts payable under the useSenior Security Instrument, thereof; thenany proceeds remaining after the satisfaction in full of the principal of, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations interest on and other amounts payable under this Agreement, but there the Senior Security Instrument shall be assigned to Buyer at closing all interest of Seller in paid to, and to any insurance proceeds or condemnation awards which may be applied by, Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents. Any proceeds then remaining after the satisfaction in full of the principal of, interest on and other amounts payable to Seller on account of any such occurrence, and in addition, Buyer under the Subordinate Loan Documents shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior paid by the Subordinate Lender to closing as is currently in placeBorrower.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice In the event of: a taking or threatened taking by condemnation or other exercise of any eminent domain of all or a portion of the Property (collectively, a "Taking"); or the occurrence of a fire or other casualty occurring resulting in damage to all or any a portion of the improvements Property (collectively, a "Casualty"), at any time or times when the Real Senior Mortgage remains a lien on the Property the following provisions shall apply: 7.2.2.1. The Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or Personalty between a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in all respects to the date hereof County's rights under the Senior Mortgage Loan Documents with respect thereto, and the date Subordinate Lender shall be bound by any settlement or adjustment of closing. If prior to a claim resulting from a Taking or a Casualty made by the closingCounty; provided, there however, this subsection and/or anything contained in this Agreement shall occur: (i) damage to not limit the improvements at the Property caused by fire or other casualty which would cost 5% rights of the Purchase Price of the Property Subordinate Lender to file any pleadings, documents, claims or more to repair based on the estimate of a reputable third party contractor chosen by Seller; or (ii) the taking or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere notices with the use thereofappropriate court with jurisdiction over the proposed Taking and/or Casualty; then, if any of such events set forth in (i) and 7.2.2.2. All proceeds received or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has be received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. Ifa Taking or a Casualty, prior or both, shall be applied (either to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% payment of the Purchase Price costs and expenses of repair and restoration or to payment of the Property based on Senior Mortgage Loan) in the estimate of a reputable third party contractor chosen manner determined by Seller the County in its sole discretion; provided, however, that if the County elects to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion apply such proceeds to payment of the said Real Property and/or improvements as aforesaid which is not material to principal of, interest on and other amounts payable under the useSenior Mortgage Loan, thereof; thenany proceeds remaining after the satisfaction in full of the principal of, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations interest on and other amounts payable under this Agreement, but there the Senior Mortgage Loan shall be assigned to Buyer at closing all interest of Seller in paid to, and to any insurance proceeds or condemnation awards which may be payable applied by, the Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents, provided however, the County agrees to Seller on account consult with the Subordinate Lender in determining the application of Casualty proceeds, provided further however that in the event of any such occurrencedisagreement between the County and the Subordinate Lender over the application of Casualty proceeds, and the decision of the County, in additionits sole discretion, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in placeprevail.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice of any fire or other casualty occurring to all or any portion of the improvements at the Real Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there shall occur: (i) damage to the improvements at the Property caused by fire or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate of a reputable third party contractor chosen by Seller; or (ii) the taking or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. If, prior to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% of the Purchase Price of the Property based on the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Buyer at closing all interest of Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such occurrence, and in addition, Buyer shall be allowed a credit for any deductible under Seller's insurance policy, and in the event that the cost of repair or restoration shall be greater than the insurance or condemnation proceeds and the deductible under Seller's insurance policy, then Seller shall pay to Buyer the difference between (a) such proceeds and deductible and (b) the cost of repairs or restoration. Notwithstanding the foregoing, in no event shall the Seller be obligated to pay in excess of $10,000.00 under the preceding sentence. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in place.

Condemnation or Casualty. Seller agrees to give Purchaser Buyer prompt written notice (the "Damage Notice") of any fire or other casualty occurring to all or any portion of the improvements at the Real Property and/or Personalty Personal Property between the date hereof and the date of closingClosing Date. If prior to the closingClosing, there shall occur: (i) damage to the improvements at any one of the Property Properties caused by fire or other casualty which would cost 5% of the Purchase Price of the Property $100,000.00 or more to repair based on the estimate of a reputable third party contractor chosen by Seller; or or (ii) the taking or condemnation of all or any portion at least 10% of the Real Property and/or the improvements as aforesaid as for any one Property and if such taking would materially interfere with the current use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or SellerBuyer, at its option, may terminate its obligations under this Agreement as to said Property by written notice given to the other Seller within seven (7) days after Buyer has received the notice referred to above Damage Notice or at the closingClosing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations the Agreement as aforesaid, the closing Closing shall take place as provided herein without an abatement of the purchase price Purchase Price as to any such Property (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closingClosing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence. Notwithstanding the foregoing, should Buyer elect to terminate, Seller may notify Buyer within 15 days of Buyer's termination notice shall be null and void and the parties shall proceed at Closing. Otherwise, upon such termination, the Purchase Price shall be reduced by a reasonable amount based upon the opinion of an appropriate State Certified or MAI Appraiser acceptable to Seller and Buyer. If, prior to the closingClosing, there shall occur: : (iiii) damage to any of the Property Property(s) caused by fire or other casualty which would cost less than 5% of the Purchase Price of the Property $100,000.00 based on the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objectionSeller; or or (iiiv) the taking or condemnation of all or any portion less than 10% of the said Real Property and/or improvements as aforesaid for any one Property which is would not material to materially interfere with the current use, thereof; then, if any of such events set forth in (iiii) or (iiiv) above occurs, Buyer shall have no right to terminate its obligations under this AgreementAgreement as to such Property, there shall be no reduction of the Purchase Price, but there shall be assigned to Buyer at closing all interest of Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such occurrence, and in addition, Buyer shall be allowed a credit for any deductible under Seller's insurance policy. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing Closing as is currently in place. SECTION 7.

Condemnation or Casualty. Seller agrees to give Purchaser prompt written notice of any fire or other casualty occurring to all or any portion of the improvements at the Real Property and/or Personalty between the date hereof and the date of closing. If prior to the closing, there shall occur: (i) damage to the improvements at the Property caused by fire or other casualty which would cost 5% of the Purchase Price of the Property or more to repair based on the estimate of a reputable third party contractor chosen by Seller; or (ii) the taking or condemnation of all or any portion of the Real Property and/or the improvements as aforesaid as would materially interfere with the use thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer or Seller, at its option, may terminate its obligations under this Agreement by written notice given to the other within seven (7) days after Buyer has received the notice referred to above or at the closing, whichever is earlier. If Buyer or Seller does not elect to terminate its obligations as aforesaid, the closing shall take place as provided herein without an abatement of the purchase price (except that Buyer shall be allowed a credit for any deductible under Seller's insurance) and there shall be assigned to the Buyer at closing, all interest of the Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of such occurrence, or if Seller has received any such proceeds or awards, the amount received by Seller shall be credited against and applied to the cash portion of the Purchase Price. If, prior to the closing, there shall occur: (i) damage to the Property caused by fire or other casualty which would cost less than 5% of the Purchase Price of the Property based on the estimate of a reputable third party contractor chosen by Seller to which Buyer has no reasonable objection; or (ii) the taking or condemnation of all or any portion of the said Real Property and/or improvements as aforesaid which is not material to the use, thereof; then, if any of such events set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Buyer at closing all interest of Seller in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such occurrence, and in addition, Buyer shall be allowed a credit for any deductible under Seller's insurance policy, or if Seller has received any such proceeds or awards, the amount received by Seller shall be credited against and applied to the cash portion of the Purchase Price. Seller shall be responsible for maintaining fire and extended coverage insurance prior to closing as is currently in place.