Common use of Condemnation or Destruction of Property Clause in Contracts

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or any of the improvements on the Property are damaged or destroyed by any casualty, the risk of any such loss shall be assumed by Seller, Seller shall have no obligation to repair or replace any such damage or destruction. Seller shall, upon consummation of the transaction herein provided, assign to Buyer all claims of Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods), as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller on account of any casualty (the damage from which shall not have been repaired by Seller prior to the Closing Date), as applicable. In connection with any assignment of insurance proceeds hereunder, Seller shall credit Buyer with an amount equal to the applicable deductible amount under Seller's insurance; provided, however, if the amount of such deductible shall exceed $100,000, Seller shall have the right to terminate this Agreement by notice to Buyer given on or before the Closing Date (whereupon the Escrow Deposit shall be returned to Buyer). If (i) the condemnation award or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed $100,000 or (ii) regardless of the amount such casualty is uninsured or underinsured, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before the Closing Date and receive a refund of the Escrow Deposit.

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or any of the improvements on the Property are damaged or destroyed by any casualty, the risk of any such loss shall be assumed by Seller, Seller shall have no obligation to repair or replace any such damage or destruction. Seller shall, upon consummation of the transaction herein provided, assign to Buyer all claims of Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods)coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller on account of any casualty (the damage from which shall not have been repaired by Seller prior to the Closing Date), as applicable. In connection with any assignment of insurance proceeds hereunder, Seller shall credit Buyer with an amount equal to the applicable deductible amount under Seller's insurance; provided, however, if the amount of such deductible shall exceed $100,000, Seller shall have the right to terminate this Agreement by notice to Buyer given on or before the Closing Date (whereupon the Escrow Deposit shall be returned to Buyer). If (i) In the event the condemnation award or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed $100,000 (or (ii) regardless of the amount such if a casualty is uninsured or underinsureduninsured, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (casualty, Seller having the right, but not the obligation, to do so), then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before the Closing Date and receive a refund of the Escrow Deposit. 7.

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or any of the improvements on the Property are damaged or destroyed by any casualty, the risk of any such loss shall be assumed by Seller, Seller shall have no obligation to repair or replace any such damage or destruction. Seller shall, upon consummation of the transaction herein provided, assign to Buyer all claims of Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods)coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller on account of any casualty (the damage from which shall not have been repaired by Seller prior to the Closing Date), as applicable. In connection with any assignment of insurance proceeds hereunder, Seller shall credit Buyer with an amount equal to the applicable deductible amount under Seller's insurance; provided, however, if the amount of such deductible shall exceed $100,000, Seller shall have the right to terminate this Agreement by notice to Buyer given on or before the Closing Date (whereupon the Escrow Deposit shall be returned to Buyer). If (i) event the condemnation award or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed $100,000 250,000, Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before the Closing Date. In the event the condemnation award or the cost of repair of damage to the Property on account of a casualty, as applicable, is less than $250,000, and the available insurance (iiless any deductible or coinsurance payment, which Seller shall pay or credit against the Purchase Price if Buyer does not elect to terminate this Agreement; provided, however, that Seller's obligation to pay or credit the deductible or co-insurance payment as aforesaid shall in no event exceed $100,000) regardless of the amount such casualty is uninsured or underinsuredcondemnation proceeds, are less than that amount, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (differential, Seller having the right, but not the obligation, obligation to do so), then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before the Closing Date and receive a refund of the Escrow Deposit.

Condemnation or Destruction of Property. In Seller shall promptly give notice to Buyer in the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or any of the improvements on the Property are damaged or destroyed by any casualty, the risk of any such loss shall be assumed by Seller, . Seller shall have no obligation to repair or replace any such damage or destruction. Seller shall, upon consummation of the transaction herein provided, assign to Buyer all claims of Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods)coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller on account of any casualty (the damage from which shall not have been repaired by Seller prior to the Closing Date), as applicable. In connection applicable (together with any assignment of insurance proceeds hereunder, Seller shall credit Buyer with an amount equal to the applicable deductible amount which may be payable under Seller's insuranceinsurance policy with respect to any applicable casualty); provided, however, if the amount of such deductible shall exceed $100,000, that Seller shall have retain any proceeds received (and the right to terminate this Agreement by notice receive any proceeds) of rental income insurance or a temporary taking award that are attributable to Buyer given on or before a period prior to the Closing Date (whereupon Date. In the Escrow Deposit shall be returned to Buyer). If (i) event the condemnation award or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed $100,000 or (ii) regardless of the amount such casualty is uninsured or underinsured500,000, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before the Closing Date and receive a refund Date; provided, however, Buyer shall have not less than five (5) business days after it receives notice of any condemnation or casualty to examine the Property to determine the extent of the Escrow Depositdamage (and the Closing Date shall be extended, if necessary, to permit such 5-day review).

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or condemnation or any of the improvements on the Property are damaged or destroyed by any fire or other casualty, the risk of any such loss shall be assumed by Seller, Seller shall have no obligation to restore, repair or replace any portion of the Property or any such damage or destruction. Seller shall, upon consummation of at the transaction herein providedClosing, assign to Buyer Purchaser all claims of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction (unless Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, proceeds or insurance are attributable to lost rents or items applicable to any period prior to the Closing), less the amount of all costs incurred by Seller in connection with the repair of such damage or destruction or collection costs of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or casualty any uncollected insurance coverage (including rent loss insurance attributable proceeds which Seller may be entitled to post-closing periods), as applicable, and all condemnation proceeds receive from such damage or proceeds from any such casualty insurance received by Seller on account of any casualty (the damage from which shall not have been repaired by Seller prior to the Closing Date)destruction, as applicable. In connection with any assignment of awards, proceeds or insurance proceeds hereunder, Seller shall credit Buyer Purchaser with an amount equal to the applicable deductible amount under Seller's insurance’s insurance (but not more than the amount by which the cost, as of the Closing Date, to repair the damage is greater than the amount of insurance proceeds assigned to Purchaser); provided, however, if the amount of such deductible shall exceed $100,000damage (as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) or any condemnation is Material (as defined below), Seller Purchaser shall have the right to terminate this Agreement by notice to Buyer Seller given on within ten (10) days after notification to Purchaser of the casualty or before condemnation and the Closing Date (whereupon determination of the Escrow amount of any damage. In any instance where this Agreement is terminated pursuant to this Section 6, in which event the Deposit shall be returned to Buyer)Purchaser and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement; provided, however, that if Seller has notified Purchaser as and in the manner provided by Section 3.1 of this Agreement, Escrowee shall release the Deposit to Purchaser, less the Pre-Closing Breach Amount, which Pre-Closing Breach Amount shall be held by Escrowee until the same is to be released as and in the manner provided by Section 3.1 of this Agreement. If The parties hereby waive the provisions of any statute which provides for a different outcome or treatment in the event of a casualty or a condemnation or eminent domain proceeding. For purposes hereof, any damage to all or portions of the Property and any condemnation or eminent domain proceeding with respect to all or portions of the Property shall be considered “Material” if: (i) the condemnation award or the cost of repair of damage as to the Property on account of a casualtyany damage, as applicable, shall exceed $100,000 or (ii) regardless of the amount such casualty is uninsured or underinsured, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty damage exceeds five percent (Seller having 5%) of the right, but not the obligation, to do so), then in either such event Buyer mayPurchase Price and Seller, at its sole option, terminate this Agreement by notice does not elect to Sellerrepair or does not repair the same prior to the Closing, given on and as to any condemnation or before eminent domain proceeding, the Closing Date and receive a refund value of the Escrow DepositProperty affected exceeds five percent (5%) of the Purchase Price; (ii) it causes access to or parking on the Property to be materially impaired; (iii) it results in the Property violating any laws or failing to comply with zoning or any covenants, conditions or restrictions affecting the Property and such violations have not been waived by the applicable Governmental Agency; (iv) it entitles any Required Tenants or any other Tenants occupying more than 15,000 square feet at the Property in the aggregate to terminate their respective leases; or (v) as to any damage, it is not fully insured or for which Purchaser will not receive, at Seller’s election, a credit in the amount of the uninsured portion of such damage at Closing.

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or condemnation or any of the improvements on the Property are damaged or destroyed by any fire or other casualty, the risk of any such loss shall be assumed by Seller, Seller shall have no obligation to restore, repair or replace any portion of the Property or any such damage or destruction, but shall promptly give notice thereof to Purchaser. Seller shall, upon consummation of at the transaction herein providedClosing, assign to Buyer Purchaser all claims of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller or payable to Seller for such damage or destruction (unless Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, proceeds or insurance are attributable to lost rents or items applicable to any period prior to the Closing), less the amount of all costs incurred by Seller in connection with the repair of such damage or destruction or collection costs of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or casualty any uncollected insurance coverage (including rent loss insurance attributable proceeds which in accordance with the terms of this Agreement Seller may be entitled to post-closing periods), as applicable, and all condemnation proceeds receive from such damage or proceeds from any such casualty insurance received by Seller on account of any casualty (the damage from which shall not have been repaired by Seller prior to the Closing Date)destruction, as applicable. In connection with any assignment of awards, proceeds or insurance proceeds hereunder, Seller shall credit Buyer Purchaser with an amount equal to the applicable deductible amount under Seller's insurance’s insurance (but not more than the amount by which the cost, as of the Closing Date, to repair the damage is greater than the amount of insurance proceeds assigned to Purchaser); provided, however, if the amount of such deductible the damage (as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) or the amount of condemnation award shall exceed the sum of One Hundred Fifty Thousand Dollars ($100,000150,000), Seller Purchaser shall have the right to terminate this Agreement by notice to Buyer Seller given on or before within ten (10) days after notification to Purchaser of the Closing Date (whereupon the Escrow Deposit shall be returned to Buyer). If (i) the condemnation award estimated amount of damages or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed $100,000 or (ii) regardless determination of the amount such casualty of any condemnation award. In any instance where this Agreement is uninsured or underinsuredterminated pursuant to this Section 6, the Deposit shall, provided that Purchaser is not otherwise in default of its obligations pursuant to this Agreement, be promptly returned to Purchaser, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing Date and receive or a refund termination of this Agreement). The parties hereby waive the Escrow Depositprovisions of any statute which provides for a different outcome or treatment in the event of a casualty or a condemnation or eminent domain proceeding.

Condemnation or Destruction of Property. In the event that, If after the date hereof but prior to the Closing Date, either any a material portion of the Real Property is taken pursuant to eminent domain proceedings or condemnation or any of the improvements on the Property Improvements are materially damaged or destroyed by any fire or other casualty, the risk Seller shall promptly deliver, or cause to be delivered, to Purchaser, notice of any such loss shall be assumed by Seller, eminent domain proceedings or casualty. Seller shall have no obligation to restore, repair or replace any portion of the Real Property or any such damage or destruction. Purchaser may, at its option to be exercised by delivery of written notice to Seller within ten (10) days of Seller’s notice to the Purchaser of the occurrence of such casualty or condemnation, elect not to purchase the Property, in which case the Deposit shall be promptly returned to Purchaser, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). If Purchaser elects to purchase the Property notwithstanding the casualty or condemnation, Seller shall, upon consummation of at the transaction herein providedClosing, assign to Buyer Purchaser all claims of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction (unless Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, proceeds or insurance are attributable to lost rents or items applicable to any period prior to the Closing), less the amount of all costs incurred by Seller in connection with the repair of such damage or destruction or collection costs of Seller respecting any condemnation awards or casualty insurance coverage (including rent loss insurance attributable to post-closing periods), as applicable, and all condemnation other proceeds for such taking by eminent domain or proceeds from any such casualty insurance received by Seller on account of any casualty (the damage from which shall not have been repaired by Seller prior to the Closing Date), as applicablecondemnation. In connection with any assignment of awards, proceeds or insurance proceeds hereunder, Seller shall credit Buyer Purchaser with an amount equal to the applicable deductible amount under Seller's insurance; provided’s insurance (but not more than the amount by which the cost, howeveras of the Closing Date, if to repair the damage is greater than the amount of such deductible shall exceed $100,000insurance proceeds assigned to Purchaser). For purposes of this Section 6, Seller shall have the right to terminate this Agreement by notice to Buyer given on material damage or before the Closing Date (whereupon the Escrow Deposit material condemnation shall be returned to Buyer). If (i) the defined as a casualty or condemnation award or the cost of repair of eminent domain proceeding which causes damage to the Property on account or results in the taking of a casualty, as applicable, shall exceed $100,000 or (ii) regardless portion of the amount such Property valued at greater than Three Hundred Thousand Dollars ($300,000). The parties hereby waive the provisions of any statute which provides for a different outcome or treatment in the event of a casualty is uninsured or underinsured, and Seller does not elect to credit Buyer with an amount equal to a condemnation or eminent domain proceeding. The provisions of this Section 6 shall survive the cost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before the Closing Date and receive a refund of the Escrow DepositClosing.

Condemnation or Destruction of Property. In the event that, after the date hereof Effective Date but prior to the Closing Date, either (i) any portion of the Property is taken pursuant to eminent domain proceedings or (ii) any of the improvements on the Property Improvements are damaged or destroyed by any casualty, the risk of any such loss Seller shall be assumed by required to give Buyer prompt written notice of the same after Seller’s actual discovery of the same, Seller but shall have no obligation to cause any direct or indirect member, partner or owner of Seller to contribute capital to Seller or any other entity, or to repair or replace (or cause to be repaired or replaced) any such damage damage, destruction or destructiontaken property. Seller shall, upon consummation of the transaction herein provided, assign to Buyer (except to the extent any condemnation proceeds or insurance proceeds are attributable to lost rents or other items applicable to any period prior to the Closing) all claims of Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods)coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller on account of any casualty at the Property (except to the damage from which shall not have been repaired extent required for collection costs or repairs by Seller prior to the Closing Date), as applicable. In connection with any assignment of insurance proceeds hereunder, Seller shall credit Buyer with an amount equal to the applicable deductible amount under Seller's insurance; provided, however, if ’s insurance (but not more than the amount by which (x) the cost as of such deductible shall exceed $100,000, Seller shall have the right to terminate this Agreement by notice to Buyer given on or before the Closing Date to repair the damage is greater than (whereupon y) the Escrow Deposit shall insurance proceeds and coverage to be returned assigned to Buyer). If In the event (iA) the condemnation award or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed $100,000 or ten percent (ii10%) regardless of the amount such Purchase Price, (B) a casualty is uninsured or underinsured, underinsured and Seller does do not elect to credit Buyer at Closing with an amount equal to the cost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), or (C) the condemnation or damage to the Property (i) materially and adversely affects access to or parking at the Property, or (ii) results in the Property violating any Laws or failing to comply with zoning or any recorded covenants, conditions or restrictions affecting the Property, then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before the Closing Date and Date, whereupon Buyer shall receive a refund of the Escrow DepositDeposit (and no party hereto shall have any further obligation in connection herewith except under those provisions that expressly survive a termination of this Agreement). 7.

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken taken, or under threat of being taken, pursuant to eminent domain proceedings or condemnation or any of the improvements on the Property are damaged or destroyed by any fire or other casualty, the risk of any such loss shall be assumed by Seller, Seller shall have no obligation to restore, repair or replace any portion of the Property or any such damage or destruction. Seller shall, upon consummation of at the transaction herein providedClosing, assign to Buyer Purchaser all claims of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction (unless Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, proceeds or insurance are attributable to lost rents or items applicable to any period prior to the Closing), less the amount of all costs incurred by Seller in connection with the repair of such damage or destruction or collection costs of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or casualty any uncollected insurance coverage (including rent loss insurance attributable proceeds which Seller may be entitled to post-closing periods), as applicable, and all condemnation proceeds receive from such damage or proceeds from any such casualty insurance received by Seller on account of any casualty (the damage from which shall not have been repaired by Seller prior to the Closing Date)destruction, as applicable. In connection with any assignment of awards, proceeds or insurance proceeds hereunder, in addition Seller shall credit Buyer Purchaser with i) an amount equal to the applicable deductible amount under Seller's insurance’s insurance (but not more than the amount by which the cost, as of the Closing Date, to repair the damage is greater than the amount of insurance proceeds assigned to Purchaser), plus ii) in the event there is uninsured damage, an amount equal to the cost to repair the uninsured damage which when added to the amount of the assigned insurance proceeds, if any, equals not more than $650,000; provided, however, if the amount of such deductible the damage (as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) or the amount of condemnation award shall exceed $100,000650,000, Seller Purchaser shall have the right to terminate this Agreement by notice to Buyer Seller given on or before within ten (10) days after notification to Purchaser of the Closing Date (whereupon the Escrow Deposit shall be returned to Buyer). If (i) the condemnation award estimated amount of damages or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed $100,000 or (ii) regardless determination of the amount such casualty of any condemnation award. In any instance where this Agreement is uninsured or underinsuredterminated pursuant to this Section 6, the Deposit shall, provided that Purchaser is not otherwise in default of its obligations pursuant to this Agreement, be promptly returned to Purchaser, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing Date and receive or a refund termination of this Agreement, as the Escrow Depositcase may be). The parties hereby waive the provisions of any statute which provides for a different outcome or treatment in the event of a casualty or a condemnation or eminent domain proceeding.

Condemnation or Destruction of Property. In the event thatIf, after the date hereof Effective Date but prior to the Closing Date, either any portion of the Property Properties is taken pursuant to eminent domain proceedings or any of the improvements on the Property Improvements are damaged or destroyed by any casualtycasualty not arising from or relating to an action or inaction of Buyer or any of Buyer’s subsidiaries or their respective agents, the risk of any such loss applicable Seller shall be assumed by required to give Buyer prompt written notice of the same after the applicable Seller’s actual discovery of the same, Seller but shall have no obligation to cause any direct or indirect member, partner, or owner of a Seller to contribute capital to the applicable Seller or any other entity, or to repair or replace (or cause to be repaired or replaced) any such damage damage, destruction, or destructiontaken property. The applicable Seller shall, upon consummation of the transaction herein provided, assign to Buyer (except to the extent any condemnation proceeds or insurance proceeds are attributable to lost rents or other items applicable to any period prior to the Closing) all claims of the applicable Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods)coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by the applicable Seller on account of any casualty at the applicable Constituent Property (except to the damage from which shall not have been repaired extent required for collection costs or repairs by the applicable Seller prior to the Closing Date), as applicable. In connection with any assignment of insurance proceeds hereunder, Seller Sellers shall credit Buyer with an amount equal to the applicable deductible amount under the applicable Seller's insurance; provided, however, if ’s insurance (but not more than the amount by which (x) the cost as of such deductible shall exceed $100,000, Seller shall have the right to terminate this Agreement by notice to Buyer given on or before the Closing Date to repair the damage is greater than (whereupon y) the Escrow Deposit shall insurance proceeds (less the deductible) and coverage to be returned assigned to Buyer). If In the event (iA) the condemnation award or the estimated cost of repair of damage to the Property Properties on account of a casualty, as applicable, shall exceed $100,000 ten percent (10%) of the Purchase Price, or (iiB) regardless an uninsured casualty in excess of three percent (3%) of the amount such casualty is uninsured or underinsuredPurchase Price, and Seller does provided Sellers shall have the right, but not the obligation, to elect to credit Buyer at Closing with an amount equal to the cost to repair such uninsured or underinsured casualty casualty, and if Sellers elect to credit Buyer at Closing, then Buyer shall not have the right to terminate this Agreement pursuant to this clause (Seller having the right, but not the obligation, to do soB), then or (C) with respect to a condemnation to the Properties only, such condemnation would result in either such event the Properties (following restoration) violating any Laws or failing to comply with zoning or any recorded covenants, conditions, or restrictions affecting the Properties, then, except as otherwise provided in clause (B) of this sentence, Buyer may, at its option, terminate this Agreement by notice to SellerSellers, given on or before the Closing Date and Date, whereupon Buyer shall receive a refund return of the Escrow DepositDeposit less the Independent Consideration, which shall be paid to Sellers (and no party hereto shall have any further obligation in connection herewith except under those provisions that expressly survive a termination of this Agreement).

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or any of the improvements on the Property are damaged or destroyed by any casualty, the risk of any such loss Seller shall be assumed by Seller, Seller required to give Buyer prompt written notice of the same but shall have no obligation to repair or replace any such damage damage, destruction or destructiontaken property. Seller shall, upon consummation of the transaction herein provided, assign to Buyer (except to the extent any condemnation proceeds or insurance proceeds are attributable to lost rents or other items applicable to any period prior to the Closing) all claims of Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods)coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller on account of any casualty (except to the damage from which shall not have been repaired extent required for collection costs or repairs by Seller prior to the Closing Date), as applicable. In connection with any assignment of insurance proceeds hereunder, Seller shall credit Buyer with an amount equal to the applicable deductible amount under Seller's insurance; provided, however, if ’s insurance (but not more than the amount by which (x) the cost as of such deductible shall exceed $100,000, Seller shall have the right to terminate this Agreement by notice to Buyer given on or before the Closing Date to repair the damage is greater than (whereupon y) the Escrow Deposit shall insurance proceeds and coverage to be returned assigned to Buyer). If (i) In the event the condemnation award or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed $100,000 or (ii) regardless 2% of the amount such Purchase Price (or if a casualty is uninsured or underinsureduninsured, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (casualty, Seller having the right, but not the obligation, to do so), then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before the Closing Date and Date, whereupon Buyer shall receive a refund of the Escrow DepositDeposit (and no party hereto shall have any further obligation in connection herewith except under those provisions that expressly survive a termination of this Agreement).

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or condemnation or any of the improvements on the Property are damaged or destroyed by any fire or other casualty, the risk of any such loss shall be assumed by Seller, Seller shall have no obligation to restore, repair or replace any portion of the Property or any such damage or destruction. Seller shall, upon consummation of at the transaction herein providedClosing, assign to Buyer Purchaser all claims of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction (unless Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, proceeds or insurance are attributable to lost rents or items applicable to any period prior to the Closing), less the amount of all costs incurred by Seller in connection with the repair of such damage or destruction or collection costs of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or casualty any uncollected insurance coverage (including rent loss insurance attributable proceeds which Seller may be entitled to post-closing periods), as applicable, and all condemnation proceeds receive from such damage or proceeds from any such casualty insurance received by Seller on account of any casualty (the damage from which shall not have been repaired by Seller prior to the Closing Date)destruction, as applicable. In connection with any assignment of awards, proceeds or insurance proceeds hereunder, Seller shall credit Buyer Purchaser with an amount equal to the applicable deductible amount under Seller's insurance’s insurance (but not more than the amount by which the cost, as of the Closing Date, to repair the damage is greater than the amount of insurance proceeds assigned to Purchaser); provided, however, if the amount of such deductible the damage (as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) or the amount of condemnation award shall exceed the sum of $100,00013,930,000, Seller Purchaser shall have the right to terminate this Agreement by notice to Buyer Seller given on within ten (10) days after notification to Purchaser of the estimated amount of damages or before the Closing Date (determination of the amount of any condemnation award whereupon the Escrow Deposit shall be promptly returned to BuyerPurchaser, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement). If (i) The parties hereby waive the condemnation award provisions of any statute which provides for a different outcome or treatment in the cost of repair of damage to the Property on account event of a casualty, as applicable, shall exceed $100,000 casually or (ii) regardless of the amount such casualty is uninsured a condemnation or underinsured, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before the Closing Date and receive a refund of the Escrow Depositeminent domain proceeding.

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or any of the improvements on the Property are damaged or destroyed by any casualty, the risk of any such loss shall be assumed by Seller, Seller shall have no obligation to repair or replace any such damage or destruction. Seller shall, upon consummation of the transaction herein provided, assign to Buyer all claims of Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods)coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller on account of any casualty (the damage from which shall not have been repaired by Seller prior to the Closing Date), as applicable. In connection with any assignment of insurance proceeds hereunder, Seller shall credit Buyer with an amount equal to the applicable deductible amount under Seller's insurance; provided, however, if . In the amount of such deductible shall exceed $100,000, Seller shall have the right to terminate this Agreement by notice to Buyer given on or before the Closing Date (whereupon the Escrow Deposit shall be returned to Buyer). If (i) event the condemnation award or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed $100,000 or (ii) regardless of the amount such casualty is uninsured or underinsured500,000, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before the Closing Date. At all times from the Effective Date through the Closing Date, Seller shall, at its expense, maintain its existing casualty insurance and receive a refund rental income loss insurance with respect to the Property. In the event that, after the expiration of the Final Review Period but prior to the Closing Date, any portion of the Property is damaged as a result of the release of any "Hazardous Material" (as defined below) at, upon, under or within the Property, Seller may either remediate such release or provide Buyer with a reduction in the Purchase Price equal to the cost of remediating such release, but if the cost of such remediation is in excess of $500,000, either Buyer or Seller may, at their respective option, terminate this Agreement by notice to the other party, given on or before the Closing Date. Following any termination of this Agreement by either party pursuant to this paragraph 6, the Escrow DepositDeposit shall be refunded to Buyer and neither party will have any further obligations hereunder (except for those provisions hereof which expressly survive such termination).

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or any of the improvements on the Property are damaged or destroyed by any casualty, the risk of any such loss shall be assumed by Seller, Seller shall have no obligation to repair or replace any such damage or destruction. Seller shall, upon consummation of the transaction herein provided, assign to Buyer all claims of Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods)coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller on account of any casualty (the damage from which shall not have been repaired by Seller prior to the Closing Date), as applicable. In connection with any assignment of insurance proceeds hereunder, Seller shall credit Buyer with an amount equal to the applicable deductible amount under Seller's insurance; provided, however, if the amount of such deductible shall exceed $100,000, Seller shall have the right to terminate this Agreement by notice to Buyer given on or before the Closing Date (whereupon the Escrow Deposit shall be returned to Buyer). If In the event that Seller does not elect to credit Buyer as aforesaid, Buyer shall have the right to terminate this Agreement by notice to Seller given on or before the Closing Date (i) whereupon the Escrow Deposit shall be returned to Buyer). In the event the condemnation award or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed $100,000 (or (ii) regardless of the amount such if a casualty is uninsured or underinsureduninsured, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (casualty, Seller having the right, but not the obligation, to do so), then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before the Closing Date and receive a refund of the Escrow Deposit. 7.

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings proceedings, or any of the improvements on the Property are damaged or destroyed by any casualty, the risk of any such loss shall be assumed by Seller, Seller shall not have no any obligation to repair or replace any such damage or destruction, but Seller shall be required to give Buyer written notice of the same within five (5) business days after Seller learns of such casualty or condemnation. Seller shallshall also deliver and assign to Buyer, upon consummation of the transaction herein providedprovided (except to the extent any condemnation proceeds or insurance proceeds are attributable to lost rents or revenues or other items applicable to any period prior to the Closing), assign to Buyer all claims of Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods)coverage, as applicable, and all condemnation proceeds proceeds, or proceeds from any such casualty insurance received by Seller on account of any casualty (except to the damage from which shall not have been repaired extent required for collection costs or repairs by Seller prior to the Closing Date), as applicable. In There shall be no reduction of the Purchase Price on account of any casualty or condemnation (except that in connection with any assignment a casualty covered by insurance, Buyer shall be credited with the lesser of insurance proceeds hereunder, Seller shall credit Buyer with an amount equal the remaining cost to repair the applicable deductible amount under Seller's insurance; provided, however, if damage or destruction caused by such casualty or the amount of the deductible under Seller’s casualty insurance policy except to the extent such deductible shall exceed $100,000, was expended by Seller shall have to repair the right to terminate this Agreement by notice to Buyer given on or before the Closing Date (whereupon the Escrow Deposit shall be returned to Buyerresulting damage). If (i) In the event the condemnation award or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed $100,000 or ten percent (ii10.00%) regardless of the amount such Purchase Price as to the Property (or if a casualty is uninsured or underinsured, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (casualty, Seller having the right, but not the obligation, to do so), then in either such event Buyer or Seller may, at its option, option terminate this Agreement by notice to Sellerthe other party, given on or before the sooner to occur of the Closing Date or five (5) business days after Seller learns of such casualty or condemnation, in which event the Initial Deposit or Deposit (as applicable) (less the Independent Consideration) shall be returned to Buyer and receive neither party shall have any further obligation hereunder except for those obligations which expressly survive a refund termination of the Escrow Depositthis Agreement.

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or condemnation or any of the improvements on the Property are damaged or destroyed by any fire or other casualty, the risk of any such loss shall be assumed by Seller, Seller shall have no obligation to restore, repair or replace any portion of the Property or any such damage or destruction. Seller shall, upon consummation of at the transaction herein providedClosing, assign to Buyer Purchaser all claims of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction (unless Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, proceeds or insurance are attributable to lost rents or items applicable to any period prior to the Closing), less the amount of all reasonable costs incurred by Seller in connection with the repair of such damage or destruction or collection costs of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or casualty any uncollected insurance coverage (including rent loss insurance attributable proceeds which Seller may be entitled to post-closing periods), as applicable, and all condemnation proceeds receive from such damage or proceeds from any such casualty insurance received by Seller on account of any casualty (the damage from which shall not have been repaired by Seller prior to the Closing Date)destruction, as applicable. In connection with any assignment of awards, proceeds or insurance proceeds hereunder, Seller shall credit Buyer Purchaser with an amount equal to the applicable deductible amount under Seller's insurance’s insurance (but not more than the amount by which the cost, as of the Closing Date, to repair the damage is greater than the amount of insurance proceeds assigned to Purchaser); provided, however, if either (i) the amount of such deductible the damage (as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) or the amount of condemnation award shall exceed an amount equal to ten percent (10%) of $100,000190,000,000, Seller or (ii) the extent of the damage or condemnation gives any of the Required Tenants the right to terminate their respective Leases (unless all such affected Required Tenants have waived such termination rights), or (iii) any 20 condemnation has a material and adverse effect on access to the Property as reasonably determined by Seller, Purchaser shall have the right to terminate this Agreement by notice to Buyer Seller given on or before within ten (10) days after notification to Purchaser of the Closing Date (whereupon the Escrow Deposit shall be returned to Buyer). If (i) the condemnation award estimated amount of damages or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed $100,000 or (ii) regardless determination of the amount such casualty of any condemnation award. In any instance where this Agreement is uninsured or underinsuredterminated pursuant to this Section 6, the Initial Deposit and the Extension Deposit, to the extent deposited with Escrowee, shall, provided that Purchaser is not otherwise in default of its obligations pursuant to this Agreement, be promptly returned to Purchaser, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing Date and receive or a refund termination of this Agreement). The parties hereby waive the Escrow Depositprovisions of any statute which provides for a different outcome or treatment in the event of a casualty or a condemnation or eminent domain proceeding.

Condemnation or Destruction of Property. In If the Property or any portion thereof is damaged or destroyed by fire or any other casualty prior to Closing (a “Casualty”) or in the event that, after the date hereof but prior of any actual or threatened condemnation or taking pursuant to the Closing Date, either power of eminent domain of all or any portion of the Property is taken pursuant to eminent domain proceedings Land or Improvements, or any of the improvements on the Property are damaged or destroyed by any casualty, the risk of any such loss shall be assumed by Sellerproposed sale in lieu thereof (a “Condemnation”), Seller shall give written notice of such Casualty or Condemnation to Buyer promptly after the occurrence of such Casualty or as soon as possible after Seller’s receipt of notice of such Condemnation. If the amount of the repair, restoration or replacement required by a Casualty equals $2,500,000 (a “Material Casualty”) and the Casualty was not caused by Buyer then Buyer shall have the right, in its sole discretion, to (i) terminate this Agreement, in which case Escrow Holder shall refund the Escrow Deposit to Buyer and Seller and Buyer shall have no obligation further rights or obligations under this Agreement, except those which expressly survive such termination, or (ii) proceed to Closing, without terminating this Agreement, in which case Seller shall (A) credit the amount of the applicable insurance deductible against the Purchase Price (but not more than the amount by which (x) the cost as of the Closing Date to repair or replace any such the EXECUTION VERSION damage or destruction. Seller shallis greater than (y) the insurance proceeds and coverage to be assigned to Buyer), upon consummation of the transaction herein provided, and (B) transfer and assign to Buyer all claims of Seller’s right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable with respect to post-closing periods)the Hotel, as applicableexcept those proceeds allocable to costs incurred by, and all condemnation proceeds or proceeds from any such casualty insurance received by lost profits of, Seller on account of any casualty (for the damage from which shall not have been repaired by Seller period prior to the Closing DateClosing. If the Condemnation (i) would result in the loss of $2,500,000 or more of the Land or Improvements (computed on a square foot basis) or (ii) would result in any material reduction or restriction in access to the Land or Improvements (a “Material Condemnation”), as applicablethen Buyer shall have the right, in its sole discretion, to (A) terminate this Agreement, in which case Escrow Holder shall refund the Escrow Deposit to Buyer and Seller and Buyer shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (B) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Buyer all of Seller’s right, title and interest in all proceeds and awards from such Condemnation. Buyer shall make an election under this Section 6 by giving written notice to Seller on or before ten (10) Business Days after Seller’s delivery to Buyer of written notice of such Casualty or Condemnation. If Buyer fails to make an election within such time period, Buyer shall be conclusively deemed to have elected to proceed to Closing pursuant to clause (ii) of this Section 6. If the Closing is scheduled to occur within Buyer’s ten (10) Business Day election period, the Closing Date shall be extended until the date which is five (5) Business Days after the expiration of such ten (10) Business Day election period. In connection with the event of any assignment of insurance proceeds hereunder(i) Casualty which is not a Material Casualty, Seller or (ii) Material Casualty which is caused by Buyer, then Buyer shall credit Buyer with an amount equal to the applicable deductible amount under Seller's insurance; provided, however, if the amount of such deductible shall exceed $100,000, Seller shall not have the right to terminate this Agreement Agreement, but shall proceed to Closing, in which case Seller shall (A) credit the amount of the applicable insurance deductible against the Purchase Price (except if such Casualty is caused by notice to Buyer given on or before Buyer) (but not more than the amount by which (x) the cost as of the Closing Date to repair the damage is greater than (whereupon y) the Escrow Deposit shall insurance proceeds and coverage to be returned assigned to Buyer). If , and (iB) the condemnation award or the cost transfer and assign to Buyer all of repair of damage Seller’s right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to the Property on account of a casualtyHotel, as applicable, shall exceed $100,000 or (ii) regardless of the amount such casualty is uninsured or underinsuredexcept those proceeds allocable to costs incurred by, and lost profits of, Seller for the period prior to the Closing. Except if such Casualty is caused by Buyer, if Seller does not elect maintain insurance covering such Casualty, Buyer shall receive a credit against the Purchase Price in the amount of the repair, restoration or replacement required by such Casualty as reasonably determined by Seller. In the event of any Condemnation of any Land or Improvements other than a Material Condemnation, Buyer shall not have the right to credit terminate this Agreement, but shall proceed to Closing, in which case Seller shall assign to Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (Seller having the all of Seller’s right, but not the obligation, to do so), then title and interest in either all proceeds and awards from such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before the Closing Date and receive a refund of the Escrow DepositCondemnation.

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the any Property is taken pursuant to eminent domain proceedings or any of the improvements on the any Property are is damaged or destroyed by any casualty, the risk of any such loss shall be assumed by Seller, Seller Company shall have no obligation to repair or replace any such damage or destruction. Seller The Company shall, upon consummation of the transaction herein provided, assign to Buyer the Operating Tenants (except to the extent any condemnation proceeds or insurance proceeds are attributable to lost revenues or other items applicable to any period prior to the Closing) all claims of Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods)coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller the Fee Owners on account of any casualty (except to the damage from which shall not have been repaired extent required for collection costs or repairs by Seller the Fee Owners prior to the Closing Date), as applicable. In connection with any assignment of insurance proceeds hereunder, Seller the Fee Owners shall credit Buyer the Operating Tenants with an amount equal to the applicable deductible amount under Seller's insurance; provided, however, if such insurance policy (but not more than the amount by which (x) the cost as of such deductible shall exceed $100,000, Seller shall have the right to terminate this Agreement by notice to Buyer given on or before the Closing Date to repair the damage is greater than (whereupon y) the Escrow Deposit shall insurance proceeds and coverage to be returned assigned to Buyerthe Operating Tenants). If (i) In the event the condemnation award or the cost of repair of damage to the any Property on account of a casualty, as applicable, shall exceed $100,000 4,500,000 as determined by an appraiser selected by the Company and reasonably acceptable to Pebblebrook (or (ii) regardless of the amount such if a casualty is uninsured or underinsureduninsured, and Seller the Company does not cause the Fee Owners to elect to credit Buyer the Operating Tenants with an amount equal to the cost to repair such uninsured or underinsured casualty (Seller casualty, the Company having the right, but not the obligation, to do so), then in either such event Buyer Pebblebrook or Mezz IV and the Company may, at its option, terminate this Agreement by notice to Sellerthe other, given on or before the Closing Date and Date, whereupon Pebblebrook shall receive a refund of the Escrow DepositDeposit (and no Party shall have any further obligation in connection with this Agreement except under those provisions that expressly survive a termination of this Agreement).

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or any of the improvements on the Property are damaged or destroyed by any casualty, the risk of any such loss shall be assumed by Seller, Seller shall have no obligation to repair or replace any such damage or destruction. Seller shall, upon consummation of the transaction herein provided, assign to Buyer (except to the extent any condemnation proceeds or insurance proceeds are attributable to lost rents or other items applicable to any period prior to the Closing) all claims of Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods)coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller on account of any casualty (except to the damage from which shall not have been repaired extent required for collection costs or repairs by Seller prior to the Closing Date), as applicable. In connection with any assignment of insurance proceeds hereunderthe following circumstances, Buyer or Seller shall credit Buyer with an amount equal to the applicable deductible amount under Seller's insurance; providedmay, howeverat its option, if the amount of such deductible shall exceed $100,000, Seller shall have the right to terminate this Agreement by notice to Buyer the other, given on or before the Closing Date (Date, whereupon Buyer shall receive a refund of the Escrow Deposit (and no party hereto shall be returned to Buyer). If have any further obligation in connection herewith except under those provisions that expressly survive a termination of this Agreement): (i) in the event the condemnation award or the cost of repair of damage (as reasonably determined by Seller in good faith) to the Property on account of a casualty, as applicable, shall exceed $100,000 1,500,000 (or (ii) regardless of the amount such if a casualty is uninsured or underinsureduninsured, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (casualty, Seller having the right, but not the obligation, to do so), then in either such event Buyer may, at its option, or (ii) so long as REMEC shall have the right to terminate this Agreement by notice to Seller, given on the Leases or before the Closing Date and receive a refund of the Escrow Depositxxxxx rent thereunder.

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or condemnation or any of the improvements on the Property are damaged or destroyed by any fire or other casualty, the risk of any such loss shall be assumed by Seller, Seller shall have no obligation to restore, repair or replace any portion of the Property or any such damage or destruction, but shall promptly give notice thereof to Purchaser. Seller shall, upon consummation of at the transaction herein providedClosing, assign to Buyer Purchaser all claims of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller or payable to Seller for such damage or destruction (unless Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, proceeds or insurance are attributable to lost rents or items applicable to any period prior to the Closing), less the amount of all costs incurred by Seller in connection with the repair of such damage or destruction or collection costs of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or casualty any uncollected insurance coverage (including rent loss insurance attributable proceeds which in accordance with the terms of this Agreement Seller may be entitled to post-closing periods), as applicable, and all condemnation proceeds receive from such damage or proceeds from any such casualty insurance received by Seller on account of any casualty (the damage from which shall not have been repaired by Seller prior to the Closing Date)destruction, as applicable. In connection with any assignment of awards, proceeds or insurance proceeds hereunder, Seller shall credit Buyer Purchaser with an amount equal to the applicable deductible amount under Seller's insurance’s insurance (but not more than the amount by which the cost, as of the Closing Date, to repair the damage is greater than the amount of insurance proceeds assigned to Purchaser); provided, however, if the amount of such deductible the damage (as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) or the amount of condemnation award shall exceed the sum of One Hundred Fifty Thousand Dollars ($100,000, Seller 150,000),Purchaser shall have the right to terminate this Agreement by notice to Buyer Seller given on or before within ten (10) days after notification to Purchaser of the Closing Date (whereupon the Escrow Deposit shall be returned to Buyer). If (i) the condemnation award estimated amount of damages or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed $100,000 or (ii) regardless determination of the amount such casualty of any condemnation award. In any instance where this Agreement is uninsured or underinsuredterminated pursuant to this Section 6, the Deposit shall, provided that Purchaser is not otherwise in default of its obligations pursuant to this Agreement, be promptly returned to Purchaser, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing Date and receive or a refund termination of this Agreement). The parties hereby waive the Escrow Depositprovisions of any statute which provides for a different outcome or treatment in the event of a casualty or a condemnation or eminent domain proceeding.

Condemnation or Destruction of Property. In the event thatIf, after the date hereof Effective Date but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or any of the improvements on the Property Improvements are damaged or destroyed by any casualtycasualty not arising from or relating to an action or inaction of Buyer or any of Buyer’s subsidiaries or their respective agents, the risk of any such loss Seller shall be assumed by required to give Buyer prompt written notice of the same after Seller’s actual discovery of the same, Seller but shall have no obligation to cause any direct or indirect member, partner, or owner of Seller to contribute capital to Seller or any other entity, or to repair or replace (or cause to be repaired or replaced) any such damage damage, destruction, or destructiontaken property. Seller shall, upon consummation of the transaction herein provided, assign to Buyer (except to the extent any condemnation proceeds or insurance proceeds are attributable to lost rents or other items applicable to any period prior to the Closing) all claims of Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods)coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller on account of any casualty at the Property (except to the damage from which shall not have been repaired extent required for collection costs or repairs by Seller prior to the Closing Date), as applicable. In connection with any assignment of insurance proceeds hereunder, Seller shall credit Buyer with an amount equal to the applicable deductible amount under Seller's insurance; provided, however, if the amount of such deductible shall exceed $100,000, Seller shall have the right to terminate this Agreement by notice to Buyer given on or before the Closing Date event (whereupon the Escrow Deposit shall be returned to Buyer). If (iA) the condemnation award or the estimated cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed $100,000 [ * ] percent ([ * ]%) of the Purchase Price or (iiB) regardless of the amount such casualty is uninsured or underinsured, and Seller does not elect with respect to credit Buyer with an amount equal a condemnation to the cost Property only, such condemnation would result in the Property (following restoration) materially violating any Laws or failing to repair such uninsured materially comply with zoning or underinsured casualty (Seller having any recorded covenants, conditions, or restrictions affecting the rightProperty, but not the obligationthen, to do so), then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on within fifteen (15) days after Seller’s notice to Buyer of the occurrence of such casualty or before the Closing Date and condemnation, whereupon Buyer shall receive a refund return of the Escrow DepositDeposit (less the Independent Consideration, which shall be paid to Seller) (and no party hereto shall have any further obligation in connection herewith except under those provisions that expressly survive a termination of this Agreement). [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or condemnation or any of the improvements on the Property are damaged or destroyed by any fire or other casualty, the risk of any such loss shall be assumed by Seller, Seller shall have no obligation to restore, repair or replace any portion of the Property or any such damage or destruction. Seller shall, upon consummation of at the transaction herein providedClosing, assign to Buyer Purchaser all claims of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction (unless Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, proceeds or insurance are attributable to lost rents or items applicable to any period prior to the Closing), less the amount of all costs incurred by Seller in connection with the repair of such damage or destruction or collection costs of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or casualty any uncollected insurance coverage (including rent loss insurance attributable proceeds which Seller may be entitled to post-closing periods), as applicable, and all condemnation proceeds receive from such damage or proceeds from any such casualty insurance received by Seller on account of any casualty (the damage from which shall not have been repaired by Seller prior to the Closing Date)destruction, as applicable. In connection with any assignment of awards, proceeds or insurance proceeds hereunder, Seller shall credit Buyer Purchaser with an amount equal to the applicable deductible amount under Seller's insurance’s insurance (but not more than the amount by which the cost, as of the Closing Date, to repair the damage is greater than the amount of insurance proceeds assigned to Purchaser); provided, however, if the amount of such deductible shall exceed $100,000damage (as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) or any condemnation is Material (as defined below), Seller Purchaser shall have the right to terminate this Agreement by notice to Buyer Seller given on within ten (10) days after notification to Purchaser of the casualty or before condemnation and the Closing Date (whereupon determination of the Escrow amount of any damage. In any instance where this Agreement is terminated pursuant to this Section 6, in which event the Deposit shall be returned to Buyer)Purchaser and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement; provided, however, that if Seller has notified Purchaser as and in the manner provided by Section 3.1 of this Agreement, Escrowee shall release the Deposit to Purchaser, less the Pre-Closing Breach Amount, which Pre-Closing Breach Amount shall be held by Escrowee until the same is to be released as and in the manner provided by Section 3.1 of this Agreement. If The parties hereby waive the provisions of any statute which provides for a different outcome or treatment in the event of a casualty or a condemnation or eminent domain proceeding. For purposes hereof, any damage to all or portions of the Property and any condemnation or eminent domain proceeding with respect to all or portions of the Property shall be considered “Material” if: (i) the condemnation award or the cost of repair of damage as to the Property on account of a casualtyany damage, as applicable, shall exceed $100,000 or (ii) regardless of the amount such casualty is uninsured or underinsured, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty damage exceeds five percent (Seller having 5%) of the right, but not the obligation, to do so), then in either such event Buyer mayPurchase Price and Seller, at its sole option, terminate this Agreement by notice does not elect to Sellerrepair or does not repair the same prior to the Closing, given on and as to any condemnation or before eminent domain proceeding, the Closing Date and receive a refund value of the Escrow DepositProperty affected exceeds five percent (5%) of the Purchase Price; (ii) it causes access to or parking on the Property to be materially impaired; (iii) it results in the Property violating any laws or failing to comply with zoning or any covenants, conditions or restrictions affecting the Property and such violations have not been waived by the applicable Governmental Agency; (iv) it entitles any Required Tenant to terminate its lease; or (v) as to any damage, it is not fully insured or for which Purchaser will not receive, at Seller’s election, a credit in the amount of the uninsured portion of such damage at Closing.

Condemnation or Destruction of Property. In the event that, after the date hereof Effective Date but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or any of the improvements on the Property Improvements are damaged or destroyed by any casualty, the risk of any such loss Seller shall be assumed by required to give Buyer prompt written notice of the same after Seller’s actual discovery of the same, Seller but shall have no obligation to cause any direct or indirect member, partner or owner of Seller to contribute capital to Seller or any other entity, or to repair or replace (or cause to be repaired or replaced) any such damage damage, destruction or destructiontaken property. At Closing, Seller shall, upon consummation of the transaction herein provided, shall assign to Buyer (except to the extent any condemnation proceeds or insurance proceeds are attributable to lost rents or other items applicable to any period prior to the Closing) all claims of Seller respecting regarding any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods)coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller on account of any casualty (except to the damage from which shall not have been repaired extent required for collection costs or repairs by Seller prior to the Closing Date), as applicable. In connection with the foregoing, Seller shall not compromise, settle or adjust any claims without the prior consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. In connection with any assignment of insurance proceeds hereunder, Seller shall credit Buyer with an amount equal to the applicable deductible amount under Seller's insurance; provided, however, if ’s insurance (but not more than the amount by which (a) the cost as of such deductible shall exceed $100,000, Seller shall have the right to terminate this Agreement by notice to Buyer given on or before the Closing Date to repair the damage is greater than (whereupon b) the Escrow Deposit shall insurance proceeds and coverage to be returned assigned to Buyer), and any repair costs that are not covered by insurance proceeds. If In the event (iA) the condemnation award or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed $100,000 or three percent (ii3%) regardless of the amount such Purchase Price, (B) a casualty is uninsured or underinsured, underinsured and Seller does not elect to credit Buyer at the Closing with an amount equal to the cost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), or (C) the condemnation or damage to the Property (i) materially and adversely affects access to or parking at the Property, (ii) results in the Property violating any Laws or failing to comply with zoning or any recorded covenants, conditions or restrictions affecting the Property, or (iii) and the restoration thereof reasonably expects to exceed six (6) months, then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before the Closing Date and Date, whereupon Buyer shall receive a refund of the Escrow DepositDeposit less the Independent Consideration, which shall be paid to Seller (and no party hereto shall have any further obligation in connection herewith except under those provisions that expressly survive a termination of this Agreement). In the event the condemnation award or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed three percent (3%) of the Purchase Price, and said casualty is uninsured or underinsured, Seller may, at its option, terminate this Agreement by notice to Buyer, given on or before the Closing Date, whereupon Buyer shall receive a refund of the Deposit less the Independent Consideration, which shall be paid to Seller (and no party hereto shall have any further obligation in connection herewith except under those provisions that expressly survive a termination of this Agreement).

Condemnation or Destruction of Property. In the event thatIf, after the date hereof but prior to the Closing Date, either any portion of the a Property is taken or threatened with a taking pursuant to eminent domain proceedings (including any acquisition by deed in lieu of such taking) or any of the improvements on the a Property are damaged or destroyed by any casualty, the risk of any applicable Seller shall promptly notify Buyer, but such loss shall be assumed by Seller, Seller shall have no obligation to repair or replace any such damage or destruction. Such Seller shall, upon consummation of the transaction herein provided, assign to Buyer all claims of such Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods)coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller on account of any casualty (except to the damage from which shall not have been repaired extent any condemnation proceeds or insurance proceeds are attributable to lost revenues, reimbursement for amounts expended by the applicable Seller to repair any casualty, or other items applicable to any period prior to the Closing DateClosing), as applicable. In connection with any assignment of insurance proceeds hereunder, such Seller shall credit Buyer with an amount equal to the applicable deductible amount under such Seller's insurance’s insurance or any uninsured amount if such casualty was not insured (but not more than the amount by which (x) the cost as of the Closing Date to repair the damage is greater than (y) the insurance proceeds and coverage to be assigned to Buyer); provided, however, if the aggregate amount of the deductible plus any uninsured damage for such deductible Property shall exceed $100,000225,000, Seller Sellers shall have the right to terminate this Agreement with respect to such Property that is the subject of the casualty or condemnation, by notice to Buyer given on or before the Closing Date (whereupon the Applicable Share of the Escrow Deposit shall be returned refunded to Buyer and no party hereto shall have any further obligation in connection with such Property, except under those provisions that expressly survive a termination of this Agreement), provided, however, that Buyer may elect in writing to waive its right to receive a credit for such deductible and the proceeds of any uninsured damage, in excess of $225,000, whereupon Seller’s right to terminate this Agreement pursuant to this Section 6 shall be of no force and effect; provided, however, that, in such case, Buyer)’s credit for the deductible or uninsured amount shall be limited to $225,000. If (i) Notwithstanding anything contained in this Agreement to the condemnation award contrary, if such taking or proposed taking of any portion of the Property could, in Buyer’s reasonable good faith judgment, render use of the remainder impractical or unfeasible for the continued operation of the Hotel or if the value of the Property taken or proposed to be taken or the cost of repair of damage to the Property any Hotel on account of a casualtycasualty occurring after the date hereof, as applicable, shall exceed $100,000 or (ii) regardless of the amount such casualty is uninsured or underinsured225,000, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), then in either such event Buyer may, at its option, terminate this Agreement with respect to such Property (subject to Section 10.11) that is the subject of the casualty or condemnation, by notice to Sellerthe other, given on or before the Closing Date and receive a refund (whereupon the Applicable Share of the Escrow DepositDeposit shall be refunded to Buyer and no party hereto shall have any further obligation in connection with such Property, except under those provisions that expressly survive a termination of this Agreement).

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or condemnation or any of the improvements on the Property are damaged or destroyed by any fire or other casualty, the risk of any such loss shall be assumed by Seller, Seller Sellers shall have no obligation to restore, repair or replace any portion of the Property or any such damage or destruction. The applicable Seller (or Sellers) shall, upon consummation of at the transaction herein providedClosing, assign to Buyer Purchaser all claims of Seller respecting any such Seller’s (or Sellers’) interest in all awards or other proceeds for such taking by eminent domain or condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods), as applicable, and all condemnation the proceeds or proceeds from any such casualty insurance received by Seller on account of any casualty insurance collected by such Seller (the or Sellers) for such damage from which or destruction (unless a Seller shall not have been repaired by Seller such damage or destruction prior to the Closing Dateand except to the extent any such awards, proceeds or insurance are attributable to lost rents or items applicable to any period prior to the Closing), less the amount of all costs incurred by any Seller in connection with the repair of such damage or destruction or collection costs of any Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or any uncollected insurance proceeds which any Seller may be entitled to receive from such damage or destruction, as applicable. In connection with any assignment of awards, proceeds or insurance proceeds hereunder, Seller Sellers shall credit Buyer Purchaser with an amount equal to the applicable deductible amount under the applicable Seller's insurance’s (or Sellers’) insurance (but not more than the amount by which the cost, as of the Closing Date, to repair the damage is greater than the amount of insurance proceeds assigned to Purchaser); provided, however, if the amount of such deductible shall exceed $100,000damage (as determined by an independent third party contractor or engineer selected by Sellers and reasonably approved by Purchaser) or any condemnation is Material (as defined below), Seller Purchaser shall have the right to terminate this Agreement by notice to Buyer Sellers given on within five (5) Business Days following notification to Purchaser of the casualty or before condemnation and the Closing Date (whereupon determination of the Escrow amount of any damage. In any instance where this Agreement is terminated pursuant to this Section 6, in which event the Deposit shall be returned to Buyer). If (i) the condemnation award or the cost of repair of damage to the Property on account of a casualty, as applicable, Purchaser and no party hereto shall exceed $100,000 or (ii) regardless of the amount such casualty is uninsured or underinsured, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), then have any further obligations in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before connection herewith except under those provisions that expressly survive the Closing Date or a termination of this Agreement; provided, however, that if Sellers have notified Purchaser as and receive a refund in the manner provided by Section 3.1.2 of this Agreement, Escrowee shall release the Escrow Deposit.Deposit to Purchaser, less the Pre-Closing Breach Amount, which Pre-Closing Breach Amount shall be held by Escrowee until the same is to be released as and in the manner provided by Section 3.1.2

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or condemnation or any of the improvements on the Property are damaged or destroyed by any fire or other casualty, the risk of any such loss shall be assumed by Seller, Seller shall have no obligation to restore, repair or replace any portion of the Property or any such damage or destruction, but shall promptly give notice thereof to Purchaser. Seller shall, upon consummation of at the transaction herein providedClosing, assign to Buyer Purchaser all claims of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller or payable to Seller for such damage or destruction (unless Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, proceeds or insurance are attributable to lost rents or items applicable to any period prior to the Closing), less the amount of all costs incurred by Seller in connection with the repair of such damage or destruction or collection costs of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or casualty any uncollected insurance coverage (including rent loss insurance attributable proceeds which in accordance with the terms of this Agreement Seller may be entitled to post-closing periods), as applicable, and all condemnation proceeds receive from such damage or proceeds from any such casualty insurance received by Seller on account of any casualty (the damage from which shall not have been repaired by Seller prior to the Closing Date)destruction, as applicable. In connection with any assignment of awards, proceeds or insurance proceeds hereunder, Seller shall credit Buyer Purchaser with an amount equal to the applicable deductible amount under Seller's insurance’s insurance (but not more than the amount by which the cost, as of the Closing Date, to repair the damage is greater than the amount of insurance proceeds assigned to Purchaser); provided, however, if the amount of such deductible the damage (as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) or the amount of condemnation award shall exceed the sum of One Hundred Fifty Thousand Dollars ($100,000150, Seller 000), Purchaser shall have the right to terminate this Agreement by notice to Buyer Seller given on or before within ten (10) days after notification to Purchaser of the Closing Date (whereupon the Escrow Deposit shall be returned to Buyer). If (i) the condemnation award estimated amount of damages or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed $100,000 or (ii) regardless determination of the amount such casualty of any condemnation award. In any instance where this Agreement is uninsured or underinsuredterminated pursuant to this Section 6, the Deposit shall, provided that Purchaser is not otherwise in default of its obligations pursuant to this Agreement, be promptly returned to Purchaser, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing Date and receive or a refund termination of this Agreement). The parties hereby waive the Escrow Depositprovisions of any statute which provides for a different outcome or treatment in the event of a casualty or a condemnation or eminent domain proceeding.

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or any of the improvements on the Property are damaged or destroyed by any casualty, the risk of any such loss shall be assumed by Seller, Seller shall have no obligation to repair or replace any such damage or destruction. Seller shall, upon consummation of the transaction herein provided, assign to Buyer all claims of Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods)coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller on account of any casualty (the damage from which shall not have been repaired by Seller prior to the Closing Date), as applicable. In connection with any assignment of insurance proceeds hereunder, Seller shall assign any rent loss insurance applicable to the period from and after the Closing, and Seller shall credit Buyer with an amount equal to the applicable deductible amount under Seller's insurance; provided, however, if the amount of such deductible amount shall exceed $100,000, then unless Buyer elects to proceed with the transaction without receiving further credit for the deductible in excess of $100,000, Seller shall have the right to terminate this Agreement by notice to Buyer given on or before the Closing Date (whereupon the Escrow Deposit shall be returned to Buyer). If (i) In the event the condemnation award or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed $100,000 (or (ii) regardless of the amount such if a casualty is uninsured or underinsureduninsured, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (casualty, Seller having the right, but not the obligation, to do so), then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before the Closing Date and receive a refund of the Escrow Deposit.

Condemnation or Destruction of Property. In Seller shall promptly give notice to Buyer in the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or any of the improvements on the Property are damaged or destroyed by any casualty, the risk of any such loss shall be assumed by Seller, . Seller shall have no obligation to repair or replace any such damage or destruction. Seller shall, upon consummation of the transaction herein provided, assign to Buyer all claims of Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods)coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller on account of any casualty (the damage from which shall not have been repaired by Seller prior to the Closing Date), as applicable. In connection applicable (together with any assignment of insurance proceeds hereunder, Seller shall credit Buyer with an amount equal to the applicable deductible amount which may be payable under Seller's insuranceinsurance policy with respect to any applicable casualty); provided, however, if the amount of such deductible shall exceed $100,000, that Seller shall have retain any proceeds received (and the right to terminate this Agreement by notice receive any proceeds) of rental income insurance or a temporary taking award that are attributable to Buyer given on or before a period prior to the Closing Date (whereupon Date. In the Escrow Deposit shall be returned to Buyer). If (i) event the condemnation award or the cost of repair of damage to the Property on account of a casualtycasualty prior to Closing, as applicable, shall exceed $100,000 or (ii) regardless of the amount such casualty is uninsured or underinsured500,000, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before the Closing Date and receive a refund Date; provided, however, Buyer shall have not less than five (5) business days after it receives notice of any condemnation or casualty to examine the Property to determine the extent of the Escrow Depositdamage (and the Closing Date shall be extended, if necessary, to permit such 5-day review).

Condemnation or Destruction of Property. In the event that, after the date hereof Effective Date but prior to the Closing Date, either any portion of the each Property is taken pursuant to eminent domain proceedings or any of the improvements on the Property Improvements are damaged or destroyed by any casualty, the risk of any such loss Sellers shall be assumed by Sellerrequired to give Buyer prompt written notice of the same after Sellers’ actual discovery of the same, Seller but shall have no obligation to cause any direct or indirect member, partner or owner of Sellers to contribute capital to Sellers or any other entity, or to repair or replace (or cause to be repaired or replaced) any such damage damage, destruction or destructiontaken property. Seller shallAt Closing, upon consummation of the transaction herein provided, Sellers shall assign to Buyer (except to the extent any condemnation proceeds or insurance proceeds are attributable to lost rents or other items applicable to any period prior to the Closing) all claims of Seller respecting Sellers regarding any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods)coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller Sellers on account of any casualty (except to the damage from which shall not have been repaired extent required for collection costs or repairs by Seller Sellers prior to the Closing Date), as applicable. In connection with the foregoing, Sellers shall not compromise, settle or adjust any claims without the prior consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. In connection with any assignment of insurance proceeds hereunder, Seller Sellers shall credit Buyer with an amount equal to the applicable deductible amount under Seller's insurance; provided, however, if Sellers’ insurance (but not more than the amount by which (a) the cost as of such deductible shall exceed $100,000, Seller shall have the right to terminate this Agreement by notice to Buyer given on or before the Closing Date to repair the damage is greater than (whereupon b) the Escrow Deposit shall insurance proceeds and coverage to be returned assigned to Buyer), and any repair costs that are not covered by insurance proceeds. If In the event (iA) the condemnation award or the cost of repair of damage to either of the Property Properties on account of a casualty, as applicable, shall exceed $100,000 or three percent (ii3%) regardless of the amount Purchase Price allocated to such Property, (B) a casualty is uninsured or underinsured, underinsured and Seller does Sellers do not elect to credit Buyer at the Closing with an amount equal to the cost to repair such uninsured or underinsured casualty (Seller Sellers having the right, but not the obligation, to do so), or (C) the condemnation or damage to either of the Properties (i) materially and adversely affects access to or parking at such Property, (ii) results in such Property violating any Laws or failing to comply with zoning or any recorded covenants, conditions or restrictions affecting such Property, or (iii) and the restoration thereof reasonably expects to exceed six (6) months, then in either such event Buyer may, at its option, terminate this Agreement by notice to SellerSellers, given on or before the Closing Date and Date, whereupon Buyer shall receive a refund of the Escrow DepositDeposit less the Independent Consideration, which shall be paid to Sellers (and no party hereto shall have any further obligation in connection herewith except under those provisions that expressly survive a termination of this Agreement). In the event the condemnation award or the cost of repair of damage to either of the Properties on account of a casualty, as applicable, shall exceed three percent (3%) of the Purchase Price allocated to such Property, and said casualty is uninsured or underinsured, Sellers may, at its option, terminate this Agreement by notice to Buyer, given on or before the Closing Date, whereupon Buyer shall receive a refund of the Deposit less the Independent Consideration, which shall be paid to Sellers (and no party hereto shall have any further obligation in connection herewith except under those provisions that expressly survive a termination of this Agreement).

Condemnation or Destruction of Property. In the event that, after the date hereof Effective Date but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or any of the improvements on the Property Improvements are damaged or destroyed by any casualty, the risk of any such loss Seller shall be assumed by required to give Buyer prompt written notice of the same after Seller’s actual discovery of the same, Seller but shall have no obligation to cause any direct or indirect member, partner or owner of Seller to contribute capital to Seller or any other entity, or to repair or replace (or cause to be repaired or replaced) any such damage damage, destruction or destructiontaken property. Seller shall, upon consummation of the transaction herein provided, assign to Buyer (except to the extent any condemnation proceeds or insurance proceeds are attributable to lost rents or other items applicable to any period prior to the Closing) all claims of Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods)coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller on account of any casualty (except to the damage from which shall not have been repaired extent required for collection costs or repairs by Seller prior to the Closing Date), as applicable. In connection with any assignment of insurance proceeds hereunder, Seller shall credit Buyer with an amount equal to the applicable deductible amount under Seller's insurance; provided, however, if ’s insurance (but not more than the amount by which (x) the cost as of such deductible shall exceed $100,000, Seller shall have the right to terminate this Agreement by notice to Buyer given on or before the Closing Date to repair the damage is greater than (whereupon y) the Escrow Deposit shall insurance proceeds and coverage to be returned assigned to Buyer). If In the event (iA) the condemnation award or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed $100,000 2,000,000, or (B) the condemnation or damage to the Property (i) materially and adversely affects the access to or parking at the Property, (ii) regardless results in the Property violating any Laws or failing to comply with zoning or any covenants, conditions or restrictions affecting the Property, or (iii) would entitle Tenant to terminate the Lease or xxxxx rent pursuant to the terms of the amount such casualty is uninsured Lease, or underinsured, and (C) Seller does not elect to credit Buyer with an amount equal to the cost to repair such any uninsured or underinsured casualty (casualty, Seller having the right, but not the obligation, to do so), then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before the Closing Date and Date, whereupon Buyer shall receive a refund of the Escrow DepositDeposit (less the Independent Consideration, which shall be paid to Seller) and no party hereto shall have any further obligation in connection herewith except under those provisions that expressly survive a termination of this Agreement.

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings proceedings, or any of the improvements on the Property are damaged or destroyed by any casualty, the risk of any such loss shall be assumed by Seller, Seller shall not have no any obligation to repair or replace any such damage or destruction, but Seller shall be required to give Buyer written notice of the same within five (5) business days after Seller learns of such casualty or condemnation. Seller shallshall also deliver and assign to Buyer, upon consummation of the transaction herein providedprovided (except to the extent any condemnation proceeds or insurance proceeds are attributable to lost rents or revenues or other items applicable to any period prior to the Closing), assign and subject to Buyer the requirements of the Condominium Declaration, all claims of Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods)coverage, as applicable, and all condemnation proceeds proceeds, or proceeds from any such casualty insurance received by Seller on account of any casualty (except to the damage from which shall not have been repaired extent required for collection costs or repairs by Seller prior to the Closing Date), as applicable. In There shall be no reduction of the Purchase Price on account of any casualty or condemnation (except that in connection with any assignment a casualty covered by insurance, Buyer shall be credited with the lesser of insurance proceeds hereunder, Seller shall credit Buyer with an amount equal the remaining cost to repair the applicable deductible amount under Seller's insurance; provided, however, if damage or destruction caused by such casualty or the amount of the deductible under Seller’s casualty insurance policy [except to the 3721766.8 Gardere01 - 10003657v.4 extent such deductible shall exceed $100,000, was expended by Seller shall have to repair the right to terminate this Agreement by notice to Buyer given on or before the Closing Date (whereupon the Escrow Deposit shall be returned to Buyerresulting damage]). If (i) In the event the condemnation award or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed $100,000 or five percent (ii5%) regardless of the amount such Purchase Price (or if a casualty is uninsured or underinsured, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (casualty, Seller having the right, but not the obligation, to do so), then in either such event Buyer or Seller may, at its option, option terminate this Agreement by notice to Sellerthe other party, given on or before the sooner to occur of the Closing Date or five (5) business days after Seller learns of such casualty or condemnation, in which event the Deposit (less the Independent Consideration) shall be returned to Buyer and receive neither party shall have any further obligation hereunder except for those obligations which expressly survive a refund termination of the Escrow Depositthis Agreement.

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings proceedings, or any of the improvements on the Property are damaged or destroyed by any casualty, the risk of any such loss shall be assumed by Seller, Seller shall not have no any obligation to repair or replace any such damage or destruction, but Seller shall be required to give Buyer written notice of the same within five (5) business days after Seller learns of such casualty or condemnation. Seller shallshall also deliver and assign to Buyer, upon consummation of the transaction herein providedprovided (except to the extent any condemnation proceeds or insurance proceeds are attributable to lost rents or revenues or other items applicable to any period prior to the Closing), assign and subject to Buyer the requirements of the Condominium Declaration, Master Declaration and the Ground Leases, all claims of Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods)coverage, as applicable, and all condemnation proceeds proceeds, or proceeds from any such casualty insurance received by Seller on account of any casualty (except to the damage from which shall not have been repaired extent required for collection costs or repairs by Seller prior to the Closing Date), as applicable. In There shall be no reduction of the Purchase Price on account of any casualty or condemnation (except that in connection with any assignment a casualty covered by insurance, Buyer shall be credited with the lesser of insurance proceeds hereunder, Seller shall credit Buyer with an amount equal the remaining cost to repair the applicable deductible amount under Seller's insurance; provided, however, if damage or destruction caused by such casualty or the amount of the deductible under Seller’s casualty insurance policy except to the extent such deductible shall exceed $100,000, was expended by Seller shall have to repair the right to terminate this Agreement by notice to Buyer given on or before the Closing Date (whereupon the Escrow Deposit shall be returned to Buyerresulting damage). If (i) In the event the condemnation award or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed $100,000 or ten percent (ii10%) regardless of the amount such Purchase Price as to the Property (or if a casualty is uninsured or underinsured, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (casualty, Seller having the right, but not the obligation, to do so), then in either such event Buyer or Seller may, at its option, option terminate this Agreement by notice (“Section 6 Termination Notice”) to Sellerthe other party, given on or before the sooner to occur of the Closing Date or five (5) business days after Seller learns of such casualty or condemnation, in which event the Deposit (less the Independent Consideration) shall be returned to Buyer and receive neither party shall have any further obligation hereunder except for those obligations which expressly survive a refund termination of the Escrow Depositthis Agreement.

Condemnation or Destruction of Property. In Seller shall promptly give notice to Buyer in the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or any of the improvements on the Property are damaged or destroyed by any casualty, the risk of any such loss shall be assumed by Seller, . Seller shall have no obligation to repair or replace any such damage or destruction. Seller shall, upon consummation of the transaction herein provided, assign to Buyer all claims of Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods)coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller on account of any casualty (the damage from which shall not have been repaired by Seller prior to the Closing Date), as applicable. In connection applicable (together with any assignment of insurance proceeds hereunder, Seller shall credit Buyer with an amount equal to the applicable deductible amount which may be payable under Seller's insuranceinsurance policy with respect to any applicable casualty); provided, however, if the amount of such deductible shall exceed $100,000, that Seller shall have retain any proceeds received (and the right to terminate this Agreement by notice receive any proceeds) of rental income insurance or a temporary taking award that are attributable to Buyer given on or before a period prior to the Closing Date (whereupon Date. In the Escrow Deposit shall be returned to Buyer). If (i) event the condemnation award or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed $100,000 or (ii) regardless of the amount such casualty is uninsured or underinsured500,000, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before the Closing Date and receive a refund and, upon any such termination, the Escrow Deposit shall be refunded to Buyer; provided, however, Buyer shall have not less than five (5) business days after it receives notice of any condemnation or casualty to examine the Property to determine the extent of the Escrow Depositdamage (and the Closing Date shall be extended, if necessary, to permit such 5-day review).

Condemnation or Destruction of Property. In the event thatCondemnation. Seller agrees to give Buyer prompt notice of any notice it receives of any taking by condemnation (actual, after the date hereof but prior pending or threatened) of any part of or rights appurtenant to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or any of the improvements on the Property are damaged or destroyed by any casualty, the risk of any such loss shall be assumed by Seller, Seller shall have no obligation to repair or replace any such damage or destructionProperty. Seller shall, upon consummation of the transaction herein provided, assign to Buyer all claims of Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods), as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller on account of any casualty (the damage from which shall not have been repaired by Seller prior to the Closing Date), as applicable. In connection with any assignment of insurance proceeds hereunder, Seller shall credit Buyer with an amount equal to the applicable deductible amount under Seller's insurance; provided, however, if the amount of such deductible shall exceed $100,000, Seller shall have the right to terminate this Agreement by notice in the event of an actual, pending or threatened condemnation or temporary condemnation of longer than six (6) months that has or reasonably would be expected to Buyer given have a material adverse impact on or before the Closing Date (whereupon operations of the Property, in which event the Escrow Deposit shall be returned to Buyer). If (i) Buyer does not so elect to terminate this Agreement, then the Closing shall take place as provided herein, and Seller shall assign to Buyer at the Closing all of Seller’s interest in any condemnation award or the cost of repair of damage which may be payable to the Property Seller on account of a casualtyany such condemnation and, as applicableat Closing, Seller shall exceed $100,000 or (ii) regardless credit to the amount of the amount such casualty is uninsured Purchase Price payable by Buyer the amount, if any, of condemnation proceeds received by Seller between the date of this Agreement and Closing less any amounts which are reasonably allocated to lost earnings reasonably allocated or underinsured, and Seller does not elect to credit Buyer with an amount equal attributed to the cost period of time prior to Closing or which are used to repair such uninsured or underinsured casualty (restore the applicable property prior to Closing. Provided Buyer has not exercised its right to terminate this Agreement, Seller having shall notify Buyer in advance regarding any proceeding or negotiation with respect to the condemnation and Buyer shall have the right, but not the obligationat its own cost and expense, to do so), then appear and participate in either any such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on proceeding or before the Closing Date and receive a refund of the Escrow Depositnegotiation.

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or condemnation or any of the improvements on the Property are damaged or destroyed by any fire or other casualty, the risk Seller shall promptly deliver, or cause to be delivered, to Purchaser, notice of any such loss shall be assumed by Sellereminent domain proceedings or casualty. Except as otherwise expressly provided herein, Seller shall have no obligation to restore, repair or replace any portion of the Property or any such damage or destruction. Seller shallAt the Closing, upon consummation of Purchaser shall receive a credit against the transaction herein provided, assign Purchase Price equal to Buyer all claims of Seller respecting any condemnation the award or casualty insurance coverage (including rent loss insurance attributable to post-closing periods), as applicable, and all condemnation proceeds or other anticipated proceeds from any such casualty insurance received by eminent domain or condemnation proceeding or as the case may be, the estimated cost to repair such destruction or damage along with a reasonable estimate of lost rent during the period of repair (unless Seller on account of any casualty (the shall have repaired such damage from which shall not have been repaired by Seller or destruction prior to the Closing DateClosing), as applicable. In connection with any assignment of insurance proceeds hereunder, Seller shall credit Buyer with an amount equal to the applicable deductible amount under Seller's insurance; provided, however, if If the amount of such deductible condemnation award shall exceed the sum of Six Million Dollars ($100,0006,000,000.00), Seller Purchaser shall have the right to terminate this Agreement by notice to Buyer Seller given on or before within ten (10) days after notification to Purchaser of the Closing Date (whereupon the Escrow Deposit shall be returned to Buyer). If (i) the condemnation award estimated amount of damages or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed $100,000 or (ii) regardless determination of the amount such casualty is uninsured or underinsuredof any condemnation award whereupon the Initial Deposit and the Additional Deposit, to the extent deposited with Escrow Holder, shall be promptly returned to Purchaser, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing Date and receive or a refund termination of the Escrow Depositthis Agreement).

Condemnation or Destruction of Property. In the event thatIf, after the date hereof but prior to the Closing Date, either eminent domain or condemnation proceedings are instituted against any portion of the Property is taken pursuant to eminent domain proceedings or any of the improvements on the Property are damaged or destroyed by any fire or other casualty, the risk then Seller shall promptly deliver, or cause to be delivered, to Purchaser, notice of any such loss shall be assumed by Seller, eminent domain proceedings or casualty. Seller shall have no obligation to restore, repair or replace any portion of the Property or any such damage or destruction. Seller shall, upon consummation of at the transaction herein providedClosing, assign to Buyer Purchaser all claims of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction (unless Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, proceeds or insurance are attributable to lost rents or items applicable to any period prior to the Closing), less the amount of all costs incurred by Seller in connection with the repair of such damage or destruction or collection costs of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or casualty any uncollected insurance coverage (including rent loss insurance attributable proceeds which Seller may be entitled to post-closing periods), as applicable, and all condemnation proceeds receive from such damage or proceeds from any such casualty insurance received by Seller on account of any casualty (the damage from which shall not have been repaired by Seller prior to the Closing Date)destruction, as applicable. In connection with any assignment of awards, proceeds or insurance proceeds hereunder, Seller shall credit Buyer Purchaser with an amount equal to the applicable deductible amount under Seller's ’s insurance (but not more than the amount by which the cost, as of the Closing Date, to repair the damage is greater than the amount of insurance proceeds assigned to Purchaser) and the amount of any damage not covered by Seller’s insurance; provided, however, if (i) the amount of such deductible the damage or the value of the proposed taking (as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) shall exceed the sum of One Million Dollars ($100,0001,000,000), (ii) the proposed taking would materially, adversely affect the access to or use of parking areas of the Property or the means of ingress and egress to and from the Property, (iii) there is a damage or destruction or a proposed taking which allows the Tenant to terminate its Lease or xxxxx more than one month of rent, or (iv) the amount of damage which is uninsured under Seller’s insurance policy exceeds Five Hundred Thousand Dollars ($500,000) and Seller does not elect, in its sole and absolute discretion, to credit Purchaser for the amount necessary to repair such damage, then Purchaser shall have the right to terminate this Agreement by notice to Buyer Seller given on within ten (10) days after notification to Purchaser of the estimated amount of damages or before the Closing Date (whereupon determination of the Escrow value of the proposed taking. In any instance where this Agreement is terminated pursuant to this Section 6, the Deposit shall be promptly returned to BuyerPurchaser, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). If (i) The parties hereby waive the condemnation award provisions of any statute which provides for a different outcome or treatment in the cost of repair of damage to the Property on account event of a casualty, as applicable, casualty or a condemnation or eminent domain proceeding. The provisions of this Section 6 shall exceed $100,000 or (ii) regardless of the amount such casualty is uninsured or underinsured, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before survive the Closing Date and receive a refund of the Escrow Depositor any termination hereof.

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or any of the improvements on the Property are damaged or destroyed by any casualty, the risk of any such loss shall be assumed by Seller, Seller shall have no obligation to repair or replace any such damage damage, destruction or destructiontaken property. Seller shall, upon consummation of the transaction herein provided, assign to Buyer (except to the extent any condemnation proceeds or insurance proceeds are attributable to lost rents or other items applicable to any period prior to the Closing) all claims of Seller respecting any condemnation or casualty property insurance coverage (including rent loss insurance attributable to post-closing periods)coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty property insurance received by Seller on account of any casualty (except to the damage from which shall not have been repaired extent required for collection costs or repairs by Seller or applicable to lost rents or other items applicable to any periods prior to the Closing Date), as applicable. In connection with any assignment of insurance proceeds hereunder, applicable and Seller shall provide a credit to Buyer with an amount equal to at Closing for the applicable amount of the deductible amount under Seller's insurance’s insurance policy, if the casualty is insured, or if the casualty is uninsured, the amount necessary to repair and restore the Property as reasonably determined by the parties; provided, however, if the amount of such deductible shall exceed $100,000, that Seller shall have no obligation to provide a credit under this sentence for more than $250,000 (but if the right cost to terminate repair such uninsured casualty is more than such amount and Seller determines not to provide a full credit for the same, then Buyer may elect not to proceed with the purchase of the Property). In addition, Buyer may elect, at its option, not to proceed with the purchase of the Property under this Agreement by Agreement, and shall provide notice to Seller of such election within ten (10) days of Buyer given on or before obtaining knowledge of such event, in the Closing Date (whereupon the Escrow Deposit shall be returned to Buyer). If event that (i) the condemnation award or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed is in excess of $100,000 or 5,000,000, (ii) regardless any such condemnation or casualty entitles Ulta, AutoZone, or any Key Tenant to terminate its Lease (unless such right is waived) or to permanently xxxxx its rent in whole or in part (unless such rental abatement is covered by rental abatement insurance which will benefit Buyer after Closing), or (iii) any such condemnation results in a permanent material adverse change in access to the Property or in the permanent loss of parking spaces within the Property if such loss results in the Property having fewer parking spaces than required by law or by any Lease. In the event that Buyer timely elects not to proceed with the purchase of the amount such casualty is uninsured or underinsured, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), Property then in either such event Buyer may, at its option, terminate this Agreement by notice to Sellershall terminate, given on or before the Closing Date and whereupon Buyer shall receive a refund of the Escrow DepositDeposit (and no party hereto shall have any further obligation in connection herewith except under those provisions that expressly survive a termination of this Agreement).

Condemnation or Destruction of Property. In the event thatIf, after the date hereof Effective Date but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or any of the improvements on the Property Improvements are damaged or destroyed by any casualty, the risk of any such loss Seller shall be assumed by required to give Buyer prompt written notice of the same after Seller’s actual discovery of the same (a “Condemnation/Casualty Notice”), Seller but shall have no obligation to cause any direct or indirect member, partner or owner of Seller to contribute capital to Seller or any other entity, or to repair or replace (or cause to be repaired or replaced) any such damage damage, destruction or destructiontaken property. Seller shall, upon consummation at Closing, provide Buyer with a credit against the Purchase Price in the amount of the transaction herein provided, assign to Buyer all claims of Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods), as applicable, and all condemnation proceeds or net proceeds from any such casualty insurance actually received by Seller on account of any such casualty or condemnation (except to the damage from which shall not have been repaired extent (a) required to reimburse Seller’s collection costs or applied to repairs by Seller prior to the Closing Date, or (b) attributable to lost rents or other items applicable to any period prior to the Closing). If as of the Closing Date, Seller has not received any such insurance or condemnation proceeds, then Seller shall, upon the Closing, assign to Buyer all rights of Seller, if any, to the insurance or condemnation proceeds (except to the extent (a) required to reimburse Seller’s collection costs or applied to repairs by Seller associated with such casualty or condemnation prior to the Closing Date, or (b) attributable to lost rents or other items applicable to any period prior to the Closing Date), without any credit or reduction in the Purchase Price except as applicableset forth in the immediately following sentence. In connection with any assignment of insurance proceeds hereunder, Seller shall credit Buyer with an amount equal to the applicable deductible amount under Seller's insurance; provided, however, if ’s insurance (but not more than the amount by which (x) the cost as of such deductible shall exceed $100,000, Seller shall have the right to terminate this Agreement by notice to Buyer given on or before the Closing Date to repair the damage is greater than (whereupon y) the Escrow Deposit shall insurance proceeds to be returned assigned to Buyer). If In the event (iA) the condemnation award or the cost of repair of damage to the Property on account of a casualty, as applicable, shall exceed $100,000 or five percent (ii5%) regardless of the amount such Purchase Price in the reasonable judgement of a third party acceptable to Seller’s insurance carrier, (B) a casualty is uninsured or underinsured, underinsured and Seller does not elect to credit Buyer at Closing with an amount equal to the cost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), or (C) the condemnation or damage to the Property in Seller’s and Buyer’s reasonable judgment (i) materially and adversely affects access to the Property, (ii) results in the Property violating any Laws or failing to comply with zoning or any recorded covenants, conditions or restrictions affecting the Property, or (iii) affects, in any material respect, the ability of Buyer to operate the Property in substantially the same manner as Seller as of the Effective Date, then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before the earlier of (x) the Closing Date and or (y) ten (10) Business Days after Buyer’s receipt of the Condemnation/Casualty Notice, whereupon Buyer shall receive a refund of the Escrow DepositDeposit less the Independent Consideration, which shall be paid to Seller (and no party hereto shall have any further obligation in connection herewith except under those provisions that expressly survive a termination of this Agreement).

Condemnation or Destruction of Property. In the event that, If after the date hereof but prior to the Closing Date, either any portion of the Real Property is taken pursuant to eminent domain proceedings or condemnation or any of the improvements on the Property Improvements are damaged or destroyed by any fire or other casualty, the risk then Seller shall promptly deliver, or cause to be delivered, to Purchaser, notice of any such loss shall be assumed by Seller, eminent domain proceedings or casualty. Seller shall have no obligation to restore, repair or replace any portion of the Real Property or any such damage or destruction. Seller shall, upon consummation of at the transaction herein providedClosing, assign to Buyer Purchaser all claims of Seller’s interest in all awards or other proceeds for such taking by eminent domain or condemnation or the proceeds of any insurance collected by Seller for such damage or destruction (unless and to the extent Seller shall have repaired such damage or destruction prior to the Closing and except to the extent any such awards, proceeds or insurance are attributable to lost rents or items applicable to any period prior to the Closing), less the amount of all reasonable out of pocket costs incurred by Seller in connection with the repair of such damage or destruction or collection costs of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or casualty any uncollected insurance coverage (including rent loss insurance attributable proceeds which Seller may be entitled to post-closing periods), as applicable, and all condemnation proceeds receive from such damage or proceeds from any such casualty insurance received by Seller on account of any casualty (the damage from which shall not have been repaired by Seller prior to the Closing Date)destruction, as applicable. In connection with any assignment of awards, proceeds or insurance proceeds hereunder, Seller shall credit Buyer Purchaser with an amount equal to the applicable deductible amount under Seller's ’s insurance; provided, however, if the amount of such deductible the damage or the value of the taking (in each case as determined by an independent third party contractor or engineer selected by Seller and reasonably approved by Purchaser) shall exceed $100,000five percent (5%) of the Purchase Price with respect to the Property, Seller or such condemnation or casualty permanently and adversely impairs access to the Property, then Purchaser shall have the right to terminate this Agreement by notice to Buyer Seller given on within ten (10) days after notification to Purchaser of the estimated amount of damages or before the Closing Date (whereupon determination of the Escrow value of the taking. In any instance where this Agreement is terminated pursuant to this Section 6, the Deposit shall be promptly returned to BuyerPurchaser, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). If (i) The parties hereby waive the condemnation award provisions of any statute which provides for a different outcome or treatment in the cost of repair of damage to the Property on account event of a casualty, as applicable, casualty or a condemnation or eminent domain proceeding. The provisions of this Section 6 shall exceed $100,000 or (ii) regardless of survive the amount such casualty is uninsured or underinsured, and Seller does not elect to credit Buyer with an amount equal to the cost to repair such uninsured or underinsured casualty (Seller having the right, but not the obligation, to do so), then in either such event Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before the Closing Date and receive a refund of the Escrow DepositClosing.

Condemnation or Destruction of Property. In the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or any of the improvements on the Property are damaged or destroyed by any casualty, the risk Seller shall promptly notify Buyer of any such loss shall be assumed by Sellerfact, but Seller shall have no obligation to repair or replace any such damage or destruction. Seller shall, upon consummation of the transaction herein provided, assign to Buyer all claims of Seller respecting any condemnation or casualty insurance coverage (including rent loss insurance attributable to post-closing periods)coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller on account of any casualty (the damage from which shall not have been repaired by Seller prior to the Closing Date), as applicable; provided, however, that Seller shall retain any proceeds received (and the right to receive any proceeds) of rental income insurance or a temporary taking award that are attributable to a period prior to the Closing Date; and further provided, however, that until the Closing Date or the sooner termination of this Agreement, Seller shall not adjust, settle, compromise or litigate any condemnation claim or any casualty insurance claim without Buyer's prior written consent (such consent not to be unreasonably withheld or delayed). In connection with any assignment of insurance proceeds hereunder, Seller shall credit Buyer with an amount equal to the applicable deductible amount under Seller's insurance; provided, however, if insurance and an amount equal to fifty percent (50%) of any uninsured casualty. At all times from the amount of such deductible shall exceed $100,000Effective Date through the Closing Date, Seller shall have shall, at its expense, maintain its existing casualty insurance and rental income loss insurance with respect to the right to terminate this Agreement by notice to Buyer given on or before Property. In the Closing Date (whereupon the Escrow Deposit shall be returned to Buyer). If (i) the condemnation award or event the cost of repair of damage to the Property on account of a casualty, as applicable, casualty shall exceed $100,000 1,000,000 (as determined by the insurance advisor selected by the existing casualty insurer), or (ii) regardless in the event the cost of the amount such casualty is uninsured or underinsured, and Seller does not elect to credit Buyer with an amount equal repair of damage to the cost to repair such Property on account of an uninsured or underinsured casualty shall exceed $1,000,000 (Seller having the right, but not the obligation, to do soas reasonably determined by Seller), then or in either such the event there shall be a "material taking", Buyer may, at its option, terminate this Agreement by notice to Seller, given on or before the Closing Date and receive a refund of (whereupon the Escrow Deposit.Deposit shall be returned to Buyer and, except for those provisions hereof which survive termination, this Agreement shall terminate). In the event the cost of repair of damage to the Property on account of an uninsured casualty shall exceed $1,000,000 (as reasonably determined by Seller), Seller may, at its option, terminate this Agreement