Common use of Eminent Domain Clause in Contracts

Eminent Domain. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of all or a part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed.

Eminent Domain. If proceedings are currently pending orIf, before the Closing Date, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of all or a material part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving written notice to Seller within thirty sixty (3060) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this AgreementAgreement in its entirety, in which event this Agreement shall automatically terminate, the Deposit shall be returned to Buyer upon return without any further action required from either Party, Buyer and Seller shall each be liable for one-half of the Due Diligence Items, all other any escrow documents fees or charges and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party Party shall have any further obligation to the other except for the Surviving Obligationscontinuing obligations hereunder. If proceedings are currently pending orIf, before the Closing Date, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at on the ClosingClosing Date, the condemnation award (or, if not therefore theretofore received, the right to receive such portion of the award) payable on account of the taking shall be transferred assigned, or assigned to Buyer at Closing in the same manner as title to the Property is conveyedpaid to, Buyer. Seller shall give written notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary The foregoing notwithstanding, in the forgoingevent the taking results in the cancellation of, or rent abatement under, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this AgreementLease, in any of Buyer shall have the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right option to terminate this Agreement, but rather at . The provisions of this Section 11 shall survive the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed.

Eminent Domain. If proceedings are currently pending ortitle to or the temporary use of the Leased Premises, before or any part thereof, shall be taken under the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, any net proceeds received from any award made in such eminent domain proceedings (after payment of all expenses incurred in such collection) shall be paid to and held by the Trustee under the Indenture. Such proceeds shall be applied in one or more of the following ways: (a) The restoration of the Leased Premises to substantially the same condition as it existed prior to the exercise of that power of eminent domain, or (b) The acquisition, by construction or otherwise, of other improvements suitable for the Lessee’s operations on the Leased Premises and which are in furtherance of the purposes of the Act and the Plan (the improvements shall be deemed a part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable Leased Premises and available for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents use and funds shall be returned occupancy by the Title Company and/or by Seller’s counsel, Lessee without the payment of any rent other than as applicableherein provided, to the party which delivered them into Escrowsame extent as if such other improvements were specifically described herein and demised hereby). Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation, the Equity Escrow Holder Lessee shall return direct the Escrowed Equity Lessor and the Trustee in writing as to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise which of the power ways specified in this Section the Lessee elects to have the net proceeds of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion applied. Any balance of the award) payable on account net proceeds of the taking award in such eminent domain proceedings not required to be applied for the purposes specified in subsections (a) or (b) above shall be transferred or assigned to Buyer at Closing deposited in the same manner as title sinking fund held by the Trustee under the Indenture and applied to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice repayment of the commencement Bonds. The Lessor shall cooperate fully with the Lessee in the handling and conduct of any prospective or pending condemnation proceedings for with respect to the taking by exercise of the power of eminent domain of all Leased Premises or any part thereof and will to the extent it may lawfully do so permit the Lessee to litigate in any such proceedings in its own name or in the name and on behalf of the PropertyLessor. Notwithstanding anything In no event will the Lessor voluntarily settle or consent to the contrary in settlement of any prospective or pending condemnation proceedings with respect to the forgoing, Leased Premises or any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any part thereof without the written consent of the Due Diligence ItemsLessee, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server which consent shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedunreasonably withheld.

Eminent Domain. If proceedings are currently pending ortitle to or the temporary use of the Leased Premises, before or any part thereof, shall be taken under the Closing proceedings are commenced, for the taking by exercise of or the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, any net proceeds received from any award made in such eminent domain proceedings (after payment of all expenses incurred in such collection) shall be paid to and held by the Trustee under the Indenture. Such proceeds shall be applied in one or more of the following ways: (a) The restoration of the Leased Premises to substantially the same condition as it existed prior to the exercise of that power of eminent domain, or (b) The acquisition, by construction or otherwise, of other improvements suitable for the Lessee’s operations on the Leased Premises and which are in furtherance of the purposes of the Redevelopment Act and the EDC Act (the improvements shall be deemed a part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable Leased Premises and available for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents use and funds shall be returned occupancy by the Title Company and/or by Seller’s counsel, Lessee without the payment of any rent other than as applicableherein provided, to the party which delivered them into Escrowsame extent as if such other improvements were specifically described herein and demised hereby). Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation, the Equity Escrow Holder Lessee shall return direct the Escrowed Equity Lessor and the Trustee in writing as to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise which of the power ways specified in this Section the Lessee elects to have the net proceeds of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion applied. Any balance of the award) payable on account net proceeds of the taking award in such eminent domain proceedings not required to be applied for the purposes specified in subsections (a) or (b) above shall be transferred or assigned to Buyer at Closing deposited in the same manner as title sinking fund held by the Trustee under the Indenture and applied to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice repayment of the commencement Bonds. The Lessor shall cooperate fully with the Lessee in the handling and conduct of any prospective or pending condemnation proceedings for with respect to the taking by exercise of the power of eminent domain of all Leased Premises or any part thereof and will to the extent it may lawfully do so permit the Lessee to litigate in any such proceedings in its own name or in the name and on behalf of the PropertyLessor. Notwithstanding anything In no event will the Lessor voluntarily settle or consent to the contrary in settlement of any prospective or pending condemnation proceedings with respect to the forgoing, Leased Premises or any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any part thereof without the written consent of the Due Diligence ItemsLessee, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server which consent shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedunreasonably withheld.

Eminent Domain. If proceedings are currently pending ortitle to or the temporary use of the Leased Premises, before or any part thereof, shall be taken under the Closing proceedings are commenced, for the taking by exercise of or the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, any net proceeds received from any award made in such eminent domain proceedings (after payment of all expenses incurred in such collection) shall be paid to and held by the Trustee under the Indenture. Such proceeds shall be applied in one or more of the following ways: (a) The restoration of the Leased Premises to substantially the same condition as it existed prior to the exercise of that power of eminent domain, or (b) The acquisition, by construction or otherwise, of other improvements suitable for the Lessee’s operations on the Leased Premises and which are in furtherance of the purposes of the Act and the Plan (the improvements shall be deemed a part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable Leased Premises and available for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents use and funds shall be returned occupancy by the Title Company and/or by Seller’s counsel, Lessee without the payment of any rent other than as applicableherein provided, to the party which delivered them into Escrowsame extent as if such other improvements were specifically described herein and demised hereby). Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation, the Equity Escrow Holder Lessee shall return direct the Escrowed Equity Lessor and the Trustee in writing as to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise which of the power ways specified in this Section the Lessee elects to have the net proceeds of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion applied. Any balance of the award) payable on account net proceeds of the taking award in such eminent domain proceedings not required to be applied for the purposes specified in subsections (a) or (b) above shall be transferred or assigned to Buyer at Closing deposited in the same manner as title sinking fund held by the Trustee under the Indenture and applied to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice repayment of the commencement Bonds. The Lessor shall cooperate fully with the Lessee in the handling and conduct of any prospective or pending condemnation proceedings for with respect to the taking by exercise of the power of eminent domain of all Leased Premises or any part thereof and will to the extent it may lawfully do so permit the Lessee to litigate in any such proceedings in its own name or in the name and on behalf of the PropertyLessor. Notwithstanding anything In no event will the Lessor voluntarily settle or consent to the contrary in settlement of any prospective or pending condemnation proceedings with respect to the forgoing, Leased Premises or any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any part thereof without the written consent of the Due Diligence ItemsLessee, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server which consent shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedunreasonably withheld.

Eminent Domain. If proceedings are currently pending orIf, before the Closing Close of Escrow, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of all or a material part of the Real Property which, as reasonably determined by Buyer, would render the Real Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving written notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall automatically terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents without any further action required from either party and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligationscontinuing obligations hereunder. If proceedings are currently pending orIf, before the Closing Close of Escrow, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of less than such a material part of the Real Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at on the ClosingClose of Escrow, the condemnation award (or, if not therefore theretofore received, the right to receive such portion of the award) payable on account of the taking shall be transferred assigned, or assigned to Buyer at Closing in the same manner as title to the Property is conveyedpaid to, Buyer. Seller shall give written notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Real Property. Notwithstanding anything to the contrary The foregoing notwithstanding, in the forgoingevent the taking results in the cancellation of, or rent abatement under, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this AgreementLease, in any of Buyer shall have the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right option to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed.

Eminent Domain. If If, at any time prior to the Closing, legal proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the under power of eminent domain of are commenced with respect to all or a part any portion of the Property whichany Property, as reasonably determined then by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving delivering written notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after SellerBuyer’s receiving receipt of written notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything such pending condemnation, Buyer may elect to either (a) terminate this Agreement with respect to the contrary Property which is subject to such condemnation (but not the other Properties), in which event the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in Purchase Price shall be reduced by the Allocated Purchase Price for such condemned Property so excluded from this Agreement, in neither party shall have any further liability or obligation under this Agreement with respect to such Property (except for the provisions of this Agreement which recite that they survive termination), and the Due Diligence ItemsClosing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in any documents delivered full force and effect and Seller shall assign to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable Closing any and all proceeds and/or claims on account of such condemnation proceedings, and Buyer shall take title to such Property subject to such condemnation proceedings; provided, however, that in the taking event the value of such Property or portion thereof to be taken is reasonably estimated by Seller to be less than an amount equal to three and a half percent (3.5%) of the Allocated Purchase Price for such Property (provided, however, that notwithstanding the foregoing, such threshold shall be transferred or assigned an amount equal to $500,000 for each Property with respect to the Properties commonly known as “Midway” and “Pacific” as described on Schedule 1 hereto), then Buyer shall take title to such Property subject to such condemnation proceedings, this Agreement will continue in full force and effect and the Respective Seller shall assign to Buyer at Closing any and all proceeds and/or claims on account of such condemnation proceedings. If Buyer fails to deliver written notice to Seller of Buyer’s election within the time period specified in the same manner as title this Paragraph 14, Buyer shall be deemed to the Property is conveyedhave elected alternative (b) above.

Eminent Domain. If proceedings are currently pending orIf, before the Closing Date, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of all or a material part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving written notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall automatically terminate, the Deposit shall be returned to Buyer upon return without any further action required from either Party, Buyer and Seller shall each be liable for one-half of the Due Diligence Items, all other any escrow documents fees or charges and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party Party shall have any further obligation to the other except for the Surviving Obligationscontinuing obligations hereunder. If proceedings are currently pending orIf, before the Closing Date, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at on the ClosingClosing Date, the condemnation award (or, if not therefore theretofore received, the right to receive such portion of the award) payable on account of the taking shall be transferred assigned, or assigned to paid to, Buyer at Closing in the same manner as title (subject to the Property is conveyedrights of the lender under the Existing Loan). Seller shall give written notice to Buyer within three (3) business days after Seller’s receiving written notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary The foregoing notwithstanding, in the forgoingevent the taking results in the cancellation any Lease, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of Buyer shall have the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right option to terminate this Agreement, but rather at Agreement by giving written notice to Seller within 30 days after Seller gives notice of the commencement of such proceedings to Buyer. The provisions of this Section shall survive the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed.

Eminent Domain. If proceedings are currently pending ortitle to or the temporary use of the Leased Premises, before or any part thereof, shall be taken under the Closing proceedings are commenced, for the taking by exercise of or the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, any net proceeds received from any award made in such eminent domain proceedings (after payment of all expenses incurred in such collection) shall be paid to and held by the Trustee under the Indenture. Such proceeds shall be applied in one or more of the following ways: (a) The restoration of the Leased Premises to substantially the same condition as it existed prior to the exercise of that power of eminent domain, or (b) The acquisition, by construction or otherwise, of other improvements suitable for the Lessee’s use of the Leased Premises and which are in furtherance of the purposes of the Act and the Plan (the improvements shall be deemed a part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable Leased Premises and available for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned use by the Title Company and/or by Seller’s counsel, Lessee without the payment of any rent other than as applicableherein provided, to the party which delivered them into Escrowsame extent as if such other improvements were specifically described herein and demised hereby). Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation, the Equity Escrow Holder Lessee shall return direct the Escrowed Equity Lessor and the Trustee in writing as to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise which of the power ways specified in this Section the Lessee elects to have the net proceeds of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion applied. Any balance of the award) payable on account net proceeds of the taking award in such eminent domain proceedings not required to be applied for the purposes specified in subsections (a) or (b) above shall be transferred or assigned to Buyer at Closing deposited in the same manner as title sinking fund held by the Trustee under the Indenture and applied to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice repayment of the commencement Bonds. The Lessor shall cooperate fully with the Lessee in the handling and conduct of any prospective or pending condemnation proceedings for with respect to the taking by exercise of the power of eminent domain of all Leased Premises or any part thereof and will to the extent it may lawfully do so permit the Lessee to litigate in any such proceedings in its own name or in the name and on behalf of the PropertyLessor. Notwithstanding anything In no event will the Lessor voluntarily settle or consent to the contrary in settlement of any prospective or pending condemnation proceedings with respect to the forgoing, Leased Premises or any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any part thereof without the written consent of the Due Diligence ItemsLessee, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server which consent shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedunreasonably withheld.

Eminent Domain. If proceedings are currently pending orA. If, before prior to the Closing proceedings are commencedDate, for the taking by exercise of the power of eminent domain of all or a part of the Property whichis taken by condemnation or eminent domain or same is pending, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminateterminate as of the day title to the Property or possession thereof vests in the condemning authority, the Deposit shall be returned by Seller to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to BuyerPurchaser, and thereafter upon such return this Agreement shall terminate and be null and void and of no further force or effect and neither party Purchaser nor Seller shall have any further obligation rights, remedies, duties, liabilities or obligations to the other except for the Surviving Obligationshereunder. If proceedings are currently pending orIf, before prior to the Closing proceedings are commencedDate, for the taking by exercise of the power of there shall be any condemnation or eminent domain of proceedings instituted or pending against less than such a material part all of the Property, or if Buyer has and same would interfere with Purchaser's ability to develop the right Property for Purchaser's intended use, then Purchaser may elect to terminate this Agreement pursuant by written notice given to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Purchaser has received notice from Seller of such proceedings. Upon such notice to Seller the Deposit shall immediately be returned to Purchaser by Seller’s receiving notice , and upon such return this Agreement shall terminate and be null and void and of no further force or effect and neither Purchaser nor Seller shall have any further rights, remedies, duties or obligations to the other hereunder. Failure of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything Purchaser to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in so notify Seller within said three (3) days that Purchaser has elected to terminate this Agreement shall be deemed to mean that Purchaser has elected not to terminate this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall . If Purchaser does not give Buyer the right so elect to terminate this Agreement, but rather then the Closing shall take place as provided herein without abatement of the Purchase Price, and there shall be assigned to the Purchaser at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion all interest of the award) Seller in and to any condemnation awards which may be payable to the Seller on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedsuch occurrence.

Eminent Domain. (a) In the event Seller receives any notice of any condemnation proceedings, or other proceedings in the nature of eminent domain, Seller will forthwith send a copy of such notice to Buyer. If proceedings are currently pending or, before (1) a Substantial Portion (being defined herein as a taking which will result in an award in condemnation and/or damages in excess of ten (10%) percent of the Closing proceedings are commenced, Purchase Price for the taking Premises hereunder) of the Premises is taken by eminent domain or (2) less than a Substantial Portion of the Premises is taken by eminent domain and the Purchase Money Lender determines to not close the Purchase Money Mortgage Loan solely as a result of such taking, Buyer may, upon written notice to Seller within fifteen (15) days after receipt of notice of such taking, elect to cancel this Agreement, and in such event the Deposit, together with interest earned thereon, shall be returned to Buyer hereunder and neither party shall have any further liability or obligation to the other hereunder except with respect to the indemnifications contained in Paragraphs 5(e), 7 and 22. If a Substantial Portion of the Premises is taken or condemned and this Agreement is not cancelled, Seller shall, at Closing assign to Buyer all of Seller's right, title and interest in and to any awards in condemnation, or damages of any kind, to which Seller is or may have become entitled, but has not received, by reason of any exercise of the power of eminent domain of all with respect to or a part for the taking of the Property whichPremises or any part thereof, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice credit on account of the commencement Purchase Price by reducing the amount due Seller at Closing, the amount of any such proceedings awards or damages which Seller has theretofore received. (b) If less than a Substantial Portion of the Premises is taken by eminent domain, and this Agreement is not cancelled pursuant to BuyerParagraph 17(a)(2) above, to terminate this Agreement, in which event the obligations of the parties under this Agreement shall terminatenot be impaired and this Agreement shall not be cancelled, the Deposit shall be returned and Seller shall, at Closing, assign to Buyer upon return all of the Due Diligence ItemsSeller's right, all other escrow documents title and funds shall be returned by the Title Company and/or by Seller’s counselinterest in and to any awards in condemnation, as applicableor damages of any kind, to the party which delivered them into EscrowSeller is or may become entitled, the Equity Escrow Holder shall return the Escrowed Equity to Buyerbut has not received, and thereafter neither party shall have by reason of any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain with respect to or for the taking of less than such a material any part of the PropertyPremises, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable credit on account of the taking shall be transferred or assigned to Buyer Purchase Price by reducing the amount due Seller at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore amount of any such awards or damages which Seller has theretofore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed.

Eminent Domain. If proceedings are currently pending orA. If, before prior to the Closing proceedings are commencedDate, for the taking by exercise of the power of eminent domain of all or a part of the Property whichis taken by condemnation or eminent domain or same is pending, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminateterminate as of the day title to the Property or possession thereof vests in the condemning authority, the Deposit shall be returned by Seller to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to BuyerPurchaser, and thereafter upon such return this Agreement shall terminate and be null and void and of no further force or effect and neither party Purchaser nor Seller shall have any further obligation rights, remedies, duties, liabilities or obligations to the other except for the Surviving Obligationshereunder. If proceedings are currently pending orIf, before prior to the Closing proceedings are commencedDate, for the taking by exercise of the power of there shall be any condemnation or eminent domain of proceedings instituted or pending against less than such a material part all of the Property, or if Buyer has and same would interfere with Purchaser’s ability to develop the right Property for Purchaser’s intended use, then Purchaser may elect to terminate this Agreement pursuant by written notice given to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Purchaser has received notice from Seller of such proceedings. Upon such notice to Seller the Deposit shall immediately be returned to Purchaser by Seller’s receiving notice , and upon such return this Agreement shall terminate and be null and void and of no further force or effect and neither Purchaser nor Seller shall have any further rights, remedies, duties or obligations to the other hereunder. Failure of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything Purchaser to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in so notify Seller within said three (3) days that Purchaser has elected to terminate this Agreement shall be deemed to mean that Purchaser has elected not to terminate this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall . If Purchaser does not give Buyer the right so elect to terminate this Agreement, but rather then the Closing shall take place as provided herein without abatement of the Purchase Price, and there shall be assigned to the Purchaser at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion all interest of the award) Seller in and to any condemnation awards which may be payable to the Seller on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedsuch occurrence.

Eminent Domain. If proceedings are currently pending ortitle to or the temporary use of the Leased Premises, before or any part thereof, shall be taken under the Closing proceedings are commenced, for the taking by exercise of or the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, any net proceeds received from any award made in such eminent domain proceedings (after payment of all expenses incurred in such collection) shall be paid to and held by the Trustee under the Indenture. Such proceeds shall be applied in one (1) or more of the following ways: (a) The restoration of the Leased Premises to substantially the same condition as it existed prior to the exercise of that power of eminent domain, or (b) The acquisition, by construction or otherwise, of other improvements suitable for the Lessee's operations on the Leased Premises and which are in furtherance of the purposes of the Act and the Plan (the improvements shall be deemed a part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable Leased Premises and available for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents use and funds shall be returned occupancy by the Title Company and/or by Seller’s counsel, Lessee without the payment of any rent other than as applicableherein provided, to the party which delivered them into Escrowsame extent as if such other improvements were specifically described herein and demised hereby). Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation, the Equity Escrow Holder Lessee shall return direct the Escrowed Equity Lessor and the Trustee in writing as to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise which of the power ways specified in this Section the Lessee elects to have the net proceeds of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion applied. Any balance of the award) payable on account net proceeds of the taking award in such eminent domain proceedings not required to be applied for the purposes specified in subsections (a) or (b) above shall be transferred or assigned to Buyer at Closing deposited in the same manner as title sinking fund held by the Trustee under the Indenture and applied to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice repayment of the commencement Bonds. The Lessor shall cooperate fully with the Lessee in the handling and conduct of any prospective or pending condemnation proceedings for with respect to the taking by exercise of the power of eminent domain of all Leased Premises or any part thereof and will to the extent it may lawfully do so permit the Lessee to litigate in any such proceedings in its own name or in the name and on behalf of the PropertyLessor. Notwithstanding anything In no event will the Lessor voluntarily settle or consent to the contrary in settlement of any prospective or pending condemnation proceedings with respect to the forgoing, Leased Premises or any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any part thereof without the written consent of the Due Diligence ItemsLessee, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server which consent shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedunreasonably withheld.

Eminent Domain. If proceedings are currently pending orIf, before during the Closing proceedings are commencedterm of this Agreement, for the taking by exercise any portion of the power Project shall be taken by eminent domain, or is the subject of eminent domain proceedings threatened or commenced, Seller shall promptly notify Purchaser thereof, and immediately provide Purchaser with copies of all or a part any written communication from any condemning authority. If any of said events occurs prior to the Property whichClosing Date, as reasonably determined Purchaser may, without recourse by Buyereither party hereto against the other, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving terminate this Agreement upon notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, at any time prior to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to BuyerClosing Date, and thereafter neither party Seller nor Purchaser shall have any further obligation to duties or obligations under this Agreement, and Purchaser shall have no further interest in the other except for Project. In the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right event Purchaser does not elect to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such rightand purchases the Project, then this Agreement (a) if the transfer to the condemning authority takes place prior to the Closing Date, the remainder of the Project shall remain in full force and effect and, be conveyed to Purchaser at the Closing; (b) if the transfer to the condemning authority has not taken place prior to the Closing Date, the entire Project shall be conveyed to Purchaser at the Closing; (c) if Seller has received payment for such condemnation award or taking prior to the Closing Date, the amount of such payment shall be a credit against the Purchase Price payable by Purchaser hereunder and any excess proceeds shall be delivered to Purchaser; and (ord) if Seller has not received such payment by the Closing Date, if not therefore receivedSeller shall assign to Purchaser all claims and rights on account of or arising out of such taking, including the right to receive conduct any litigation in respect of such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedcondemnation.

Eminent Domain. If proceedings are currently pending orIf, before prior to the Closing proceedings are commencedClose of Escrow, (i) all or substantially all (or so much thereof so as to substantially and materially interfere with the operation of the Hotel) of the Real Property, (ii) any portion of the parking areas on the Real Property which results in there being insufficient parking for the taking by exercise operation of the power Hotel as established by applicable governmental codes and regulations, or (iii) any access-way to the Real Property or to any part of any building with guest rooms is taken by condemnation or eminent domain domain, at the election of Purchaser this Agreement shall, upon the giving of Notice of such event or of the condemning authorities’ intention so to take the Real Property, terminate, and Purchaser shall receive a full and prompt refund of all sums deposited by them with Escrow Holder and/or Seller. If, prior to the Close of Escrow, less than all or a part substantially all of the Real Property whichshall be taken by condemnation or eminent domain, as reasonably determined by Buyerthen, would render if any of the foregoing, in Purchaser’s reasonable opinion, materially impairs the value of the Real Property unacceptable to Buyer or unsuitable for Buyer’s intended useany significant interest therein, Buyer then Purchaser shall have the right, by giving notice option to Seller within thirty (30A) days after Seller gives notice of accept title to the commencement of Real Property subject to such proceedings to Buyer, to terminate this Agreementtaking, in which event this Agreement shall terminate, at the Deposit Close of Escrow all of the proceeds of any award or payment made or to be made by reason of such taking shall be returned assigned by Seller to Buyer upon return of the Due Diligence ItemsPurchaser, all other escrow documents and funds any money theretofore received by Seller in connection with such taking shall be returned paid over to Purchaser, whereupon Purchaser shall pay the Purchase Price without abatement by the Title Company and/or reason of such taking, or (B) receive a full and prompt refund of all sums deposited by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Purchaser with Escrow Holder and/or Seller. Seller shall return the Escrowed Equity to Buyernot settle, and thereafter neither party shall have agree to, or accept any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the award or payment in connection with a taking by exercise of the power of eminent domain of less than such a material part all of the PropertyReal Property without obtaining Purchaser’s prior written consent in each case, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server consent shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred unreasonably withheld or assigned to Buyer at Closing in the same manner as title to the Property is conveyeddelayed.

Eminent Domain. If proceedings are currently pending orIf, before after the Closing proceedings are commenceddate hereof and prior to the Closing, for the taking by exercise of the power of eminent domain of all or a part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to -------------- Seller within thirty (30) days after Seller gives receives notice of the commencement or threatened commencement of eminent domain or other like proceedings against any portion of the Real Property or the Leased Real Property material to the conduct of the Business, Seller shall immediately notify Purchaser, and Purchaser shall elect within fourteen (14) days from and after such proceedings notice, by written notice to BuyerSeller, either (a) if such portion of the Real Property or the Leased Real Property is located at a Key Facility, not to terminate this Agreementclose the transaction contemplated hereby, in which event except as expressly set forth in Article 13, this Agreement shall terminatebe void and of no further force and effect; (b) to close the transaction contemplated hereby in accordance with its terms but subject to such proceedings, in which event the Final Purchase Price shall not be reduced, and Seller shall assign to Purchaser Seller's rights in any condemnation award or proceeds; or (c) to close the transaction contemplated hereby, excluding, however, the Deposit portion of the Real Property or Leased Real Property subject to such proceedings with a corresponding reduction in the Purchase Price applicable to such Real Property or Leased Real Property so excluded. Purchaser shall be returned deemed to Buyer upon return have elected to close the transaction contemplated hereby in accordance with clause (b) of this Section 4.7 if either: (a) Seller has received any notice of the Due Diligence Itemstype described in the first sentence of this Section 4.7, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, but with respect to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise an immaterial portion of the power of eminent domain of less than such a material part of Real Property or the Leased Real Property; or (b) with respect to any other notice described in the first sentence hereof, or if Buyer has Seller does not make the right to terminate this Agreement pursuant to election described in the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at within the Closing, the condemnation award aforesaid fourteen (or, if not therefore received, the right to receive such portion of the award14) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedday period.

Eminent Domain. If proceedings are currently pending orIf, before the Closing Close of Escrow, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of all or a material part of the Real Property which, as reasonably determined by Buyer, would render the Real Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving written notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall automatically terminate, the Deposit shall be returned to Buyer upon return without any further action required from either party, Buyer and Seller shall each be liable for one-half of the Due Diligence Items, all other any escrow documents fees or charges and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligationscontinuing obligations hereunder. If proceedings are currently pending orIf, before the Closing Close of Escrow, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of less than such a material part of the Real Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at on the ClosingClose of Escrow, the condemnation award (or, if not therefore theretofore received, the right to receive such portion of the award) payable on account of the taking shall be transferred assigned, or assigned to Buyer at Closing in the same manner as title to the Property is conveyedpaid to, Buyer. Seller shall give written notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Real Property. Notwithstanding anything to the contrary The foregoing notwithstanding, in the forgoingevent the taking results in the cancellation of, or rent abatement under, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this AgreementLease, in any of Buyer shall have the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right option to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed.

Eminent Domain. If proceedings are currently pending ortitle to or the temporary use of the Leased Premises, before or any part thereof, shall be taken under the Closing proceedings are commenced, for the taking by exercise of or the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, any net proceeds received from any award made in such eminent domain proceedings (after payment of all expenses incurred in such collection) shall be paid to and held by the Trustee under the Indenture. Such proceeds shall be applied in one or more of the following ways: (a) The restoration of the Leased Premises to substantially the same condition as it existed prior to the exercise of that power of eminent domain, or (b) The acquisition, by construction or otherwise, of other improvements suitable for the Lessees’ operations on the Leased Premises and which are in furtherance of the purposes of the Act (the improvements shall be deemed a part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable Leased Premises and available for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents use and funds shall be returned occupancy by the Title Company and/or by Seller’s counsel, Lessees without the payment of any rent other than as applicableherein provided, to the party same extent as if such other improvements were specifically described herein and demised hereby). Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation, MS Westfield shall direct the Lessor and the Trustee in writing as to which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power ways specified in this Section MS Westfield elects to have the net proceeds of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion applied. Any balance of the award) payable on account net proceeds of the taking award in such eminent domain proceedings not required to be applied for the purposes specified in subsections (a) or (b) above shall be transferred or assigned to Buyer at Closing deposited in the same manner as title sinking fund held by the Trustee under the Indenture and applied to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice repayment of the commencement Bonds. The Lessor shall cooperate fully with MS Westfield in the handling and conduct of any prospective or pending condemnation proceedings for with respect to the taking by exercise of the power of eminent domain of all Leased Premises or any part thereof and will to the extent it may lawfully do so permit MS Westfield to litigate in any such proceedings in its own name or in the name and on behalf of the PropertyLessor. Notwithstanding anything In no event will the Lessor voluntarily settle or consent to the contrary in settlement of any prospective or pending condemnation proceedings with respect to the forgoingLeased Premises or any part thereof without the written consent of MS Westfield, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server consent shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedunreasonably withheld.

Eminent Domain. If proceedings are currently pending or, before prior to the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of all or a part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything -------------- Property is taken by condemnation or a taking in lieu thereof, the following shall apply: 11.2.1 In the event a material part of the Property is taken, Purchaser, by written notice to Seller (effective only if delivered within fifteen (15) days after Purchaser receives notice of such taking), may elect to cancel this Agreement prior to the contrary Closing Date. In the event that Purchaser shall so elect, the Deposit, together with any interest accrued thereon, shall be returned to Purchaser, and upon such payment, this Agreement shall be null and void and the parties hereto shall be relieved and released of and from any further liability hereunder and with respect to each other, except with respect to the provisions of this Agreement which expressly survive the termination of this Agreement. 11.2.2 In the event a minor or immaterial part of the Property is taken, or in the forgoingevent of a change of legal grade, neither party shall have any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in right to cancel this Agreement, and title shall nonetheless close in accordance with this Agreement without any abatement of the Due Diligence ItemsPurchase Price or any liability or obligation on the part of Seller by reason of such taking; provided, however, that Seller shall, at Closing, (i) turn over and deliver to Purchaser the amount of any award or other proceeds of such taking to the extent actually collected by Seller as a result of such taking, less the amount of the actual expenses incurred by Seller in any documents delivered collecting such award or other proceeds and in making repairs to Buyer the Property occasioned by such taking, and (ii) deliver to Purchaser an assignment (without warranty or made available recourse to Buyer electronically on Seller’s cloud server shall not give Buyer the ) of Seller's right to terminate this Agreement, but rather at any such award or other proceeds which may be payable subsequent to the Closing, the condemnation award (or, if not therefore received, the right to receive Closing Date as a result of such taking. 11.2.3 The term "material part," as distinguished from a "minor or immaterial part," as used herein shall mean a portion of the awardProperty having a value (based upon an appraisal by an appraiser acceptable to Seller, subject to Purchaser's approval, which shall not be unreasonably withheld or delayed) payable on account in excess of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed$6,000,000.00.

Eminent Domain. If proceedings are currently pending orIf, before during the Closing proceedings are commencedterm of this Option Contract, for the taking by exercise any portion of the power Property shall be taken by eminent domain, or is the subject of eminent domain of all proceedings threatened or a part of commenced, then the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer Purchaser shall have the right, right by giving written notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this AgreementOption Contract, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents Option Consideration and funds shall be returned by the Title Company and/or by Seller’s counselApplicable Extension Consideration, as applicablethe case may be, shall each be refunded to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to BuyerPurchaser, and thereafter neither party shall have any further agreement, obligation to or liability hereunder (except agreements, obligations and liabilities hereunder which by their terms or nature survive termination). However, if the eminent domain taking affects only a portion of a phase of Purchaser’s project, and other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise phases of the power of eminent domain of less than such a material part of the Propertyproject can proceed without impediment, or if Buyer has the eminent domain taking is in service of the Purchaser’s project, then Seller shall not have the right to terminate this Agreement Option pursuant to this section. If any of said events occur and Purchaser still desires to exercise the preceding sentence but Buyer does Option and Close, (a) if the transfer to the condemning authority takes place prior to Closing hereunder, the remainder of the Property shall be conveyed to Purchaser at Closing; (b) if the transfer to the condemning authority has not exercise such right, then this Agreement shall remain in full force and effect and, at the taken place prior to Closing, the entire Property shall be conveyed to Purchaser at Closing hereunder; (c) if Seller has received payment for such condemnation award or taking prior to the Closing hereunder, the amount of such payment received by Seller shall be a credit against the Option Purchase Price payable by Purchaser hereunder; and (ord) if Seller has not received such payment at the time of Closing, if not therefore receivedSeller shall assign to Purchaser all of Seller’s claims and rights on account of or arising out of such taking, including the right to receive conduct any litigation in respect of such portion condemnation. The parties agree that this Section 4 only establishes the respective rights and obligations of the award) payable on account of the taking shall be transferred or assigned parties with respect to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in as Purchaser and as Seller under this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedOption Contract.

Eminent Domain. 10.1 If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise a Taking (as defined below) of all of the power Premises occurs, then this Sublease shall terminate as of eminent domain the date of all or such Taking. If a Taking of a part of the Property whichPremises occurs that materially impedes or interferes with access to the Premises, or materially affects the conduct of Subtenant’s business as reasonably determined by Buyertheretofore conducted at the Premises, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer then Subtenant shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant Sublease by giving notice of such termination to Sublandlord at any time within seventy-five (75) days after Subtenant receives notice of such Taking, which termination shall be effective immediately upon the giving of such notice. Without limiting the generality of the foregoing, any Taking of any portion of the Improvements shall automatically invoke the foregoing termination rights. 10.2 In the event of any such termination, the parties each shall be released from all obligations to the preceding sentence but Buyer other under this Sublease, other than with respect to liabilities accrued before the date of such Taking or obligations which expressly survive the termination of this Sublease. 10.3 In the event of any such Taking, whether or not a termination results, Sublandlord and Subtenant each shall be entitled to pursue separate claims against the condemning authority in accordance with their respective interests. 10.4 If a Taking of a part of the Premises occurs that does not exercise such rightmaterially impede or interfere with access to the Premises and does not materially affect the conduct of Subtenant’s business as theretofore conducted at the Premises, then this Agreement Sublease shall remain continue in full force and effect andeffect, at with the Closingrent abated in the same proportion as the land area taken bears to the total land area subject to this Sublease, in which case (a) Subtenant shall restore the condemnation Improvements to an architectural unit that, to the extent feasible under the circumstances and to the extent of any award received with respect to the Taking, is equivalent to the value of the improvements as they were before the Taking, and (or, if not therefore received, b) the right term Premises shall thereafter be understood to receive such refer only to the portion of the award) payable on account Premises not so appropriated. 10.5 For purposes of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoingthis Section, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed.a “

Eminent Domain. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of all or a any material part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer is condemned or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If if condemnation proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such instituted or threatened affecting a material part of the Property, Purchaser may elect to either cancel this Agreement or if Buyer has proceed with Closing, in which event Seller shall assign to Purchaser all of its rights to the condemnation proceeds, including the sole right to settle or approve the settlement of any condemnation award, and Purchaser shall not be entitled to any credit against the Purchase Price. Purchaser shall have ten (10) days after receipt of notice of any such condemnation proceedings to notify Seller as to whether Purchaser elects to (i) terminate this Agreement pursuant upon written notice thereof to Seller, in which event the preceding sentence but Buyer does not exercise such right, then Xxxxxxx Money Deposit shall be immediately returned to Purchaser and the parties released from all further obligations under this Agreement except for the obligations that expressly survive termination, or (ii) proceed with Closing without reduction in the Purchase Price. During such 10-day period, Seller shall remain in full force cooperate and effect and, at use commercially reasonable efforts to provide Purchaser with all information reasonably necessary to evaluate the Closing, scope of the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedproceedings. Seller shall give notice to Buyer notify Purchaser in writing within three (3) business days after Seller’s receiving notice of the commencement learning of any proceedings for the taking by exercise of the power of eminent domain pending or threatened condemnation of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account Real Property. For purposes hereof, a “material” portion of the taking Real Property shall be transferred any portion of the Real Property which will have a material adverse impact on Purchaser’s ability to operate the Property as planned upon completion of the Improvements. In the event that condemnation proceedings are instituted or assigned threatened in connection with a portion of the Real Property which is not material, the parties shall proceed with Closing, and Seller shall assign to Buyer at Closing in the same manner as title Purchaser all Seller’s rights to the Property is conveyedcondemnation proceeds, including the sole right to settle or approve the settlement of any condemnation award, and Purchaser shall not be entitled to any credit against the Purchase Price.

Eminent Domain. If proceedings are currently pending orIf, before the Closing Date, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of all or a material part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving written notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall automatically terminate, the Deposit shall be returned to Buyer upon return without any further action required from either Party, Buyer and Seller shall each be liable for one-half of the Due Diligence Items, all other any escrow documents fees or charges and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party Party shall have any further obligation to the other except for the Surviving Obligationscontinuing obligations hereunder. If proceedings are currently pending orIf, before the Closing Date, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at on the ClosingClosing Date, the condemnation award (or, if not therefore theretofore received, the right to receive such portion of the award) payable on account of the taking shall be transferred assigned, or assigned to Buyer at Closing in the same manner as title to the Property is conveyedpaid to, Buyer. Seller shall give written notice to Buyer within three (3) business days after Seller’s receiving written notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary The foregoing notwithstanding, in the forgoingevent the taking results in the cancellation any Lease, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of Buyer shall have the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right option to terminate this Agreement, but rather at Agreement by giving written notice to Seller within 30 days after Seller gives notice of the commencement of such proceedings to Buyer. The provisions of this Section shall survive the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed.

Eminent Domain. If proceedings are currently pending or, before In the Closing proceedings are commenced, for event that all or any portion of the taking Leased Premises shall be taken by any governmental authority under the exercise of the power its right of eminent domain or similar right (or by act in lieu thereof), all right, title and interest in and to any award granted (or sums paid in lieu thereof) shall belong entirely to Sublessor, and Sublessee hereby assigns to Sublessor all of all its interest, title or a claim, if any, in and to such award (or sums paid in lieu thereof), including but not limited to, any part of such award attributable to Sublessee’s leasehold interest, if any. Nothing contained herein shall preclude Sublessee from seeking a separate award from the Property whichcondemning authority for its moving expense and loss of any trade fixtures. In the event of a partial taking, rent shall be reduced as reasonably determined of the date of such taking by Buyeran amount that shall equitably reflect the portion of the property taken. If the taking is of such a substantial nature that (a) it includes more than 25% of the building area of the Leased Premises or (b) Sublessee cannot conduct its operations in the Leased Premises, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer Sublessee shall have the rightoption, to be exercised by giving notice in writing to Seller the Sublessor within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyertaking, to terminate this Sublease Agreement, in which event or, if such taking be total, this Sublease Agreement shall terminateterminate upon the taking. In the event that this Sublease Agreement is terminated pursuant to this Section 15, Sublessee shall not have any claim against Sublessor for the Deposit shall be returned to Buyer upon return balance of the Due Diligence Items, all other escrow documents unexpired term of this Sublease Agreement If the portion remaining after such partial taking does not allow Sublessee to operate its business and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of Sublessee vacates the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking Sublessee shall be transferred or assigned entitled to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyeda full rent abatement.

Eminent Domain. If written notice from a governmental entity is received by Seller evidencing notice of intent to exercise its power of eminent domain of all or any material portion of the Real Property, or proceedings are currently pending or, before the Closing proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of all or a part any portion of the Property whichReal Property, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer Purchaser shall have the right, by giving notice to Seller within thirty fifteen (3015) days after Seller gives notice to Purchaser of Seller's receipt of such notice of intent or the commencement of such proceedings to Buyer(along with copies of any pleadings or material written communications from the condemning authority), to terminate this Agreement, in which event this Agreement shall terminate, the Deposit Exxxxxx Money shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents Purchaser and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other rights or obligations hereunder except for the Surviving Obligationsas otherwise expressly provided in this Agreement. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer Purchaser has the right to terminate this Agreement pursuant to the preceding sentence but Buyer Purchaser does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore theretofore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as Purchaser and Purchaser shall take title to the Property is conveyedsubject to such taking without any abatement to the Purchase Price. Seller shall give notice to Buyer within three (3) business days Purchaser promptly after Seller’s 's receiving notice of intent or notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything Purchaser shall have a period of fifteen (15) days (or such shorter period as Purchaser may elect by giving notice to Seller) after Seller has given the contrary in notice to Purchaser required by this Paragraph 11 to evaluate the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any extent of the Due Diligence Items, or in any documents delivered taking and make the determination as to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right whether to terminate this Agreement, but rather at the Closing. If necessary, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking Closing Date shall be transferred or assigned postponed until Seller has given the notice to Buyer at Closing Purchaser required by this Paragraph 11 and the period of fifteen (15) days described in the same manner as title to the Property is conveyedthis Paragraph 11 has expired.

Eminent Domain. If proceedings are currently pending ortitle to or the temporary use of the Leased Premises, before or any part thereof, shall be taken under the Closing proceedings are commenced, for the taking by exercise of or the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, any net proceeds received from any award made in such eminent domain proceedings (after payment of all expenses incurred in such collection) shall be paid to and held by the Trustee under the Indenture. Such proceeds shall be applied in one or more of the following ways: (a) The restoration of the Leased Premises to substantially the same condition as it existed prior to the exercise of that power of eminent domain, or (b) The acquisition, by construction or otherwise, of other improvements suitable for the Lessee’ operations on the Leased Premises and which are in furtherance of the purposes of the Act (the improvements shall be deemed a part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable Leased Premises and available for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents use and funds shall be returned occupancy by the Title Company and/or by Seller’s counsel, Lessee without the payment of any rent other than as applicableherein provided, to the party which delivered them into Escrowsame extent as if such other improvements were specifically described herein and demised hereby). Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation, the Equity Escrow Holder Lessee shall return direct the Escrowed Equity Lessor and the Trustee in writing as to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise which of the power ways specified in this Section the Lessee elects to have the net proceeds of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion applied. Any balance of the award) payable on account net proceeds of the taking award in such eminent domain proceedings not required to be applied for the purposes specified in subsections (a) or (b) above shall be transferred or assigned to Buyer at Closing deposited in the same manner as title sinking fund held by the Trustee under the Indenture and applied to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice repayment of the commencement Bonds. The Lessor shall cooperate fully with the Lessee in the handling and conduct of any prospective or pending condemnation proceedings for with respect to the taking by exercise of the power of eminent domain of all Leased Premises or any part thereof and will to the extent it may lawfully do so permit the Lessee to litigate in any such proceedings in its own name or in the name and on behalf of the PropertyLessor. Notwithstanding anything In no event will the Lessor voluntarily settle or consent to the contrary in settlement of any prospective or pending condemnation proceedings with respect to the forgoing, Leased Premises or any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any part thereof without the written consent of the Due Diligence ItemsLessee, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server which consent shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedunreasonably withheld.

Eminent Domain. If If, before Closing, proceedings are currently pending or, before the Closing proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of all or a part of the Property which, as reasonably determined by Buyer, which would render the Property unacceptable to Buyer acquiring party or unsuitable for Buyer’s CRLP's or Berkshire's intended use, Buyer the acquiring party shall have the right, by giving notice to Seller the either within thirty (30) days after Seller selling party gives written notice of the commencement of such proceedings to Buyerthe acquiring party, to terminate this Agreement, in which event this Agreement shall terminateterminate and all Exxxxxx Money, the Deposit including interest thereon shall be returned refunded to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligationsboth parties. If proceedings are currently pending orIf, before the Closing proceedings are commencedDate, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer acquiring party has the right to terminate this Agreement pursuant to the preceding sentence but Buyer the acquiring party does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore theretofore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedacquiring party. Seller The selling party shall give written notice to Buyer within three (3) business days the acquiring party promptly after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything The acquiring party shall have a period of (30) days after the owner has given the notice to the contrary in acquiring party required by this Paragraph 10 (a) to evaluate the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any extent of the Due Diligence Items, or in any documents delivered taking and make the determination as to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right whether to terminate this Agreement, but rather at the Closing. If necessary, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking Closing Date shall be transferred or assigned to Buyer at Closing in postponed until the same manner as title owner has given the notice to the Property is conveyedacquiring party required by this Paragraph 10(a) and the period of (30) days described in this Paragraph 10(a) has expired.

Eminent Domain. If proceedings are currently prior to the date of the Closing, Seller acquires knowledge of any pending oror threatened action, before suit or proceeding to condemn or take all or any part of the Closing proceedings are commenced, for the taking by exercise of Premises under the power of eminent domain (a “Taking Proceeding”), then Seller shall within five (5) business days thereafter give notice thereof to Buyer (a “Taking Notice”). If the Taking Proceeding will or might result in the taking of all or a part any material portion (i.e., more than five percent (5%) of the Property whichleasable area) of the Improvements (a “Material Taking”), as reasonably determined by then Buyer, would render within ten (10) Business Days after the Property unacceptable to Buyer or unsuitable for Buyer’s intended usedelivery of the Taking Notice, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, right to terminate this AgreementAgreement by written notice to Seller, in which event this Agreement whereupon (i) Escrow Agent shall terminate, pay the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and (ii) thereafter neither party shall have any further obligation rights or obligations hereunder, except with respect to the other except for provisions hereof which by their terms expressly survive the Surviving Obligationstermination of this Agreement. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence this section, but Buyer does not timely exercise such right, or such Taking Proceedings will not result in a Material Taking, then this Agreement shall nevertheless remain in full force and effect andeffect, and Seller and Purchaser shall proceed to effectuate the Closing under all the terms of this Agreement, subject to the following: (i) Purchaser shall accept the Premises subject to the Taking Proceedings without any adjustment to the Purchase Price on account thereof; (ii) Seller, prior to the Closing, shall, at no cost to it, apply for any and all claims for any condemnation award on account of such Taking Proceedings; and (iii) Seller, at the Closing, the shall (x) pay to Purchaser an amount equal to any condemnation award (or, if not therefore received, the right to receive such portion of the award) payable theretofore received by Seller on account of the taking shall be transferred or assigned such Taking Proceedings (net of its reasonable costs of collection), and (y) assign and transfer to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Purchaser all of Seller’s receiving notice of the commencement of right, title and interest in and to any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable which may thereafter be paid on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedsuch Taking Proceedings.

Eminent Domain. If proceedings are currently pending orIf, before the Closing Date, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of all or a material part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending orIf, before the Closing Date, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at on the ClosingClosing Date, the condemnation award (or, if not therefore theretofore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedBuyer. Seller shall give notice to Buyer within three (3) business days immediately after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything Buyer shall have a period of thirty (30) days (or such shorter period as Buyer may elect by giving notice to Seller) after Seller has given the contrary in notice to Buyer required by this section 7.3 to evaluate the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any extent of the Due Diligence Items, or in any documents delivered taking and make the determination as to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right whether to terminate this Agreement, but rather at the Closing. If necessary, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking Closing Date shall be transferred or assigned postponed until Seller has given the notice to Buyer at Closing required by this section 7.3 and the period of thirty (30) days described in the same manner as title to the Property is conveyedthis section 7.3 has expired.

Eminent Domain. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of all or a part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all whole or any part of the Propertydemised premises shall be acquired or condemned by Eminent Domain for any public or quasi public use or purpose, then and in that event, the term of this lease shall cease and terminate from the date of title vesting in such proceeding and Tenant shall have no claim for the value of any unexpired term of said lease and assigns to Owner, Xxxxxx's entire interest in any such award. Notwithstanding anything Assignment, Mortgage, Etc.: 11. Tenant, for itself, its heirs, distributee, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this agreement, nor underlet, or suffer or permit the demised premises or any part thereof to be used by others, without the prior written consent of Owner in each instance. Transfer of the majority of the stock of a corporate Tenant shall be deemed an assignment. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the contrary in rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a wavier of this covenant, or the forgoingacceptance of the assignee, any Eminent Domain proceedings under tenant or possible Eminent Domain proceedings which were disclosed in this Agreementoccupant as tenant, or a release of Tenant from the further performance by Tenant of covenant's on the part of Tenant herein contained. The consent by Owner to an assignment or underletting shall not in any wise be construed to relieve Xxxxxx from obtaining the express consent in writing of the Due Diligence Items, Owners to any further assignment or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedunderletting.

Eminent Domain. If proceedings are currently pending or15.1 In the event that the Leased Premises or any part thereof shall be taken or damaged by reason of any exercise of the power of eminent domain, before whether by a condemnation proceeding or otherwise, or in the Closing proceedings are commenced, for event the taking by Leased Premises or any part thereof shall be transferred in avoidance of an exercise of the power of eminent domain (all of all the foregoing being referred to herein as “taking”), the rights and obligations of Lessor and Lessee with regard to such taking shall be governed by the provisions of this Article XVI. 15.2 In the event of the taking of the entire Leased Premises, this Lease shall terminate and expire as of the date of such taking. 15.3 In the event of a taking of more than twenty-five percent (25%) of the ground floor of the Building of which the Leased Premises are a part, or a part taking of more than twenty-five percent (25%) floor area of the Property whichLeased Premises, as reasonably determined by Buyerthen in any such event, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither either party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement Lease as of the date of such taking upon giving to the other party notice in writing of such election within thirty days after the date of such taking. 15.4 In the event of a taking not giving rise hereunder to a termination of this Lease, then Lessor agrees, at Lessor’s cost and expense and within a reasonable time after the date of such taking, to restore the Building of which the Leased Premises are a part on the land remaining to a complete unit of like quality and character as existed prior to such taking and there-after the rental provided for in Article II hereof shall be adjusted as of the date of such taking to the amount obtained by multiplying the then prevailing monthly rental rate by the ratio that the floor area of the Leased Premises after such restoration bears to the floor area of the leased Premises immediately before such taking. 15.5 In the event of any termination pursuant to the preceding sentence provisions of this Article XVI both parties shall thereupon be released from any liability thereafter accruing hereunder, but Buyer does not exercise such right, all rentals and other charges then this Agreement accrued shall remain in full force immediately become due and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedby Lessee. Seller shall give notice to Buyer within three (3) business days Lessor agrees immediately after Seller’s receiving notice of any taking to give to Lessee notice in writing thereof. 15.6 If this Lease shall terminate in any manner provided in this Article XVI, Lessee shall have no claim against Lessor for the commencement value of any proceedings for unexpired term of this Lease or any renewal thereof. 15.7 In the event of any taking by exercise of the power of eminent domain of all as hereinbefore provided, whether whole or partial, Lessee shall not be entitled to any part of the Property. Notwithstanding anything award, as damages or otherwise, for such taking, and such award shall belong to and be the contrary sole property of Lessor, whether such award shall be deemed compensation for diminution in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any value of the Due Diligence Items, leasehold or the value of the fee in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server the premises. 15.8 Lessee shall not give Buyer have the right to terminate this Agreementclaim and recover from the condemning authority, but rather at not from Lessor, such compensation as may be separately awarded or recoverable by Lessee for Lessee’s trade fixtures or other leasehold improvements, but only to the Closing, extent the condemnation award (or, if same was not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing included in the same manner allowance for Lessee Improvements pursuant to Exhibit C hereto. 15.9 The date of taking, as that phrase is used herein, shall mean the date title to is vested in the Property is conveyedcondemning authority.

Eminent Domain. If proceedings are currently pending orIf, before the Closing Close of Escrow, proceedings are commenced, Commenced for the taking by exercise of the power of eminent domain of all or a material part of the Real Property which, as reasonably determined by Buyer, would render the Real Property unacceptable to Buyer or unsuitable for Buyer’s 's intended use, Buyer shall have the right, by giving written notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall automatically terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents without any further action required from either party and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other continuing obligations hereunder except for the Surviving Obligationsobligations herein that expressly survive termination or Close of Escrow. If proceedings are currently pending orIf, before the Closing Close of Escrow, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of less than such a material part of the Real Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at on the ClosingClose of Escrow, the condemnation award (or, if not therefore theretofore received, the right to receive such portion of the award) payable on account of the taking shall be transferred assigned, or assigned to Buyer at Closing in the same manner as title to the Property is conveyedpaid to, Buyer. Seller shall give written notice to Buyer within three (3) business days after Seller’s 's receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Real Property. Notwithstanding anything to the contrary The foregoing notwithstanding, in the forgoingevent the taking results in the cancellation of, or rent abatement under, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this AgreementLease, in any of Buyer shall have the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right option to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed.

Eminent Domain. If proceedings are currently pending orIn the event that title to or the temporary use of the Project, before or any part thereof, shall be taken under the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain by any governmental body or by any Person acting under governmental authority, there shall be no abatement or reduction in the amounts payable by the Borrower under this Agreement, and any Net Proceeds received from any award made in such eminent domain proceedings shall be (a) if any Bonds are then outstanding, paid to and deposited by the Trustee in the Collateral Proceeds Account and (b) if no Bonds are then outstanding, paid to and deposited by, or at the direction of, the Director, in a separate account, and shall be applied by the Director or the Borrower, or the Borrower shall cause the Lessee to apply such Net Proceeds, in one or more of all the following ways as shall be directed in writing by an Authorized Lessee Representative, on behalf of the Borrower: (a) to the restoration of the improvements located on the Project Site to substantially the same condition as they existed prior to the exercise of said power of eminent domain; (b) to the acquisition, by construction or otherwise, by the Borrower of other improvements suitable for the Lessee’s operation at the Project Site (which improvements shall be deemed a part of the Property which, as reasonably determined by Buyer, would render Project); or (c) to the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice redemption of all of the commencement of such proceedings Bonds pursuant to Buyer, to terminate this the Trust Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, together with accrued interest thereon to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by date of redemption upon exercise of the power option to prepay authorized by Section 10.2(b) of this Agreement. Within 90 days from the date of entry of a final order in an eminent domain of less than such a material part proceeding granting condemnation, an Authorized Lessee Representative, on behalf of the PropertyBorrower, or if Buyer has shall direct the right Director and the Trustee in writing as to terminate which of the ways specified in this Agreement pursuant Section the Borrower elects to have the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, Net Proceeds of the condemnation award (orapplied. Any balance of the Net Proceeds held in the Collateral Proceeds Account remaining after such application shall be retained in the Collateral Proceeds Account. Any balance of the Net Proceeds held by, if not therefore receivedor at the direction of, the right to receive such portion Director, shall be paid at the direction of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedLessee.

Eminent Domain. If 23.01 In the event that the land, Building or any part thereof, or the Demised Premises or any part thereof, shall be taken in condemnation proceedings are currently pending or, before or by the Closing proceedings are commenced, for the taking by exercise of the power any right of eminent domain or by agreement between any superior lessors and lessees and/or Landlord on the one hand and any governmental authority authorized to exercise such right on the other hand, Landlord shall be entitled to collect from any condemnor the entire award or awards that may be made in any such proceeding without deduction therefrom for any estate hereby vested in or owned by Tenant, to be paid out as in this Article provided. Tenant hereby expressly assigns to Landlord all of its right, title and interest in or to every such award (with the exception of that portion of the award specifically allocated as Tenant's moving expenses, to the extent that the same does not decrease Landlord's award) and also agrees to execute any and all further documents that may be required in order to facilitate the collection thereof by Landlord. 23.02 At any time during the Term if title to the whole or substantially all of the land, Building and/or Demised Premises shall be taken in by condemnation proceedings or by the exercise of any right of eminent domain or by agreement between any superior lessors and lessees and/or Landlord on the one hand and any governmental authority authorized to exercise such right on the other hand, this Lease shall terminate and expire on the date of such taking and the Fixed Rent and additional rent provided to be paid by Tenant shall be apportioned and paid to the date of such taking. 23.03 However, if substantially all of the land or Building is not so taken and if only a part of the Property whichentire Demised Premises shall be so taken, as reasonably determined this Lease nevertheless shall continue in full force and effect, except that either party may elect to terminate this Lease if that portion of the Demised Premises then occupied by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer Tenant shall have the rightbe reduced by more than 25%, by giving notice of such election to Seller within the other party given not later than thirty (30) days after Seller gives (i) notice of such taking is given by the commencement condemning authority, or (ii) the date of such proceedings taking, whichever occurs later. Upon the giving of such notice this Lease shall terminate on the date of service of such notice and the Fixed Rent and additional rent due and to Buyerbecome due, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return prorated and adjusted as of the Due Diligence Items, all other escrow documents and funds shall be returned by date of the Title Company and/or by Seller’s counsel, as applicable, taking. If both parties fail to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyergive such notice upon such partial taking, and thereafter neither party shall have any further obligation this Lease continues in force as to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything Demised Premises not taken, the rents apportioned to the contrary part taken shall be prorated and adjusted as of the date of taking and from such date the Fixed Rent and additional rent shall be reduced to the amount apportioned to the remainder of the Demised Premises, and the Tenant's Share shall be recomputed to reflect the number of square feet of Tenant's Floor Space remaining in the forgoingDemised Premises in relation to the number of square feet of Total Building Floor Space remaining in the Building. 23.04 Notwithstanding the foregoing provisions of this Article and subject to the interest of any mortgagees or lessor or grantor under any superior mortgage or superior lease, Tenant shall be entitled to appear, claim, prove and receive in the proceedings relating to any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed taking mentioned in the preceding Sections of this AgreementArticle, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of each award made therein as represents the award) payable on account then value of Tenant's Property. 23.05 In the event of any such taking of less than the whole of the Building which does not result in a termination of this Lease, Landlord, at its expense, shall proceed with reasonable diligence to repair, alter and restore the remaining part of the Building and the Demised Premises to substantially the same condition as it was in immediately prior to such taking to the extent that the same may be feasible, so as to constitute a tenantable Building and Demised Premises, providing that Landlord's liability under this Section shall be transferred or assigned to Buyer at Closing in the same manner as title limited to the Property is conveyedamount received by Landlord as an award arising out of such taking.

Eminent Domain. If proceedings are currently pending orIf, before the Closing Date, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of all or a material part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving written notice to Seller within thirty sixty (3060) days after Seller gives notice of the commencement of such proceedings to 38 Buyer, to terminate this AgreementAgreement in its entirety, in which event this Agreement shall automatically terminate, the Deposit shall be returned to Buyer upon return without any further action required from either Party, Buyer and Seller shall each be liable for one-half of the Due Diligence Items, all other any escrow documents fees or charges and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party Party shall have any further obligation to the other except for the Surviving Obligationscontinuing obligations hereunder. If proceedings are currently pending orIf, before the Closing Date, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at on the ClosingClosing Date, the condemnation award (or, if not therefore theretofore received, the right to receive such portion of the award) payable on account of the taking shall be transferred assigned, or assigned to Buyer at Closing in the same manner as title to the Property is conveyedpaid to, Buyer. Seller shall give written notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary The foregoing notwithstanding, in the forgoingevent the taking results in the cancellation of, or rent abatement under, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this AgreementLease, in any of Buyer shall have the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right option to terminate this Agreement, but rather at . The provisions of this Section 11 shall survive the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. 12.

Eminent Domain. If proceedings are currently pending orIf, before prior to the Closing proceedings are commencedDate, for the taking by exercise of the power of eminent domain of all or a part any portion of the Property whichshall be condemned or taken for a public or quasi-public use (a "Taking") or is the subject of any action filed in a court of competent jurisdiction for a Taking, as reasonably determined by BuyerSeller shall so notify Buyer in writing. If such action results in a taking of any portion of the Building, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, then Buyer shall have the right, as its sole course of action, exercisable only by giving written notice given to Seller within thirty seven (307) days after Seller gives notice of the commencement advises Buyer in writing of such proceedings to BuyerTaking, to (i) terminate this Agreement, in which event this Agreement the provisions of Paragraph 19 below shall terminateapply or (ii) proceed to consummate the Closing, without diminution of the Deposit Purchase Price, except that (a) Seller shall be returned obligated to convey to Buyer upon return only such portion of the Due Diligence Items, all other escrow documents and funds shall be returned Property that has not then been acquired by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyercondemning authority, and thereafter neither party shall have (b) the proceeds of any further obligation to award or compensation arising from such Taking, or the other except proceeds of any settlement of any action filed for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise a Taking of the power of eminent domain of less than such a material part all or any portion of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but extent paid to Seller prior to the Closing Date, shall belong to Seller, and the amount so received by Seller (without deduction of any expenses and fees incurred by Seller in connection with such Taking) shall be deducted from the Purchase Price, and Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at pay the Closing, balance of the condemnation award (orPurchase Price, if not therefore receivedany, to Seller on the right to receive such portion Closing Date, and any proceeds of an award paid following the award) payable on account of the taking Closing Date shall be transferred or assigned paid to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedBuyer.

Eminent Domain. If proceedings are currently pending orIf, before at the Closing proceedings are commencedtime of Closing, for any material part of a Property is (or previously has been) acquired (including an acquisition that materially limits access to such Property), or is about to be acquired, by any governmental agency by the taking by exercise of the power powers of eminent domain or transfer in lieu thereof (or in the event that at such time there is any notice of all any such acquisition or a part of the Property whichintent to acquire by any such governmental agency), as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer Purchaser shall have the right, by giving notice at Purchaser's option, to Seller give a Termination Notice to Seller's Representative for the Property for which there was such a condemnation. If Seller's Representative receives a Termination Notice, Seller's Representative may, within thirty (30) days 3 Business Days after Seller gives receiving the Termination Notice, give Purchaser a Reinstatement Notice that Purchaser either must purchase all of the Properties or terminate this Contract for all of the Properties. Purchaser shall, within 3 Business Days after receiving a Reinstatement Notice, give Seller's Representative written notice of whether it desires to purchase all of the commencement of such proceedings Properties or terminate this Contract in its entirety; Purchaser's failure to Buyer, provide Seller's Representative with written notice that it desires to terminate this AgreementContract in its entirety shall be deemed Purchaser's decision to purchase all of the Properties. If this Contract is not terminated, this transaction shall be closed in accordance with the terms of this Contract for the full Purchase Price for the affected Property and Purchaser shall receive the full benefit of any condemnation award. It is expressly agreed between the parties hereto that this section shall in no way apply to customary dedications for public purposes which event may be necessary for the development of a Property. If this Agreement Contract is terminated in whole or in part from such condemnation, Purchaser shall terminate, recover the Applicable Share of the Deposit shall be returned to Buyer upon return (including the Applicable Share of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except Non-Refundable Portion) for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedterminated Properties.

Eminent Domain. If proceedings are currently pending orIf, before the Closing Date, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of all or a material part of the Real Property which, as reasonably determined by Buyer, would render the Real Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving written notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall automatically terminate, the Deposit shall be returned to Buyer upon return without any further action required from either party, Buyer and Seller shall each be liable for one-half of the Due Diligence Items, all other any escrow documents fees or charges and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligationscontinuing obligations hereunder. If proceedings are currently pending orIf, before the Closing Date, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of less than such a material part of the Real Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at on the ClosingClosing Date, the condemnation award (or, if not therefore theretofore received, the right to receive such portion of the award) payable on account of the taking shall be transferred assigned, or assigned to Buyer at Closing in the same manner as title to the Property is conveyedpaid to, Buyer. Seller shall give written notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Real Property. Notwithstanding anything to the contrary The foregoing notwithstanding, in the forgoingevent the taking results in the cancellation of, or rent abatement under, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this AgreementLease, in any of Buyer shall have the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right option to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed.

Eminent Domain. If proceedings are currently pending orIf, before the Closing Close of Escrow, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of all or a material part of the Real Property which, as reasonably determined by Buyer, would render the Real Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving written notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall automatically terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents without any further action required from either party and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other continuing obligations hereunder except for the Surviving Obligationsas otherwise set forth herein. If proceedings are currently pending orIf, before the Closing Close of Escrow, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of less than such a material part of the Real Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at on the ClosingClose of Escrow, the condemnation award (or, if not therefore theretofore received, the right to receive such portion of the award) payable on account of the taking shall be transferred assigned, or assigned to Buyer at Closing in the same manner as title to the Property is conveyedpaid to, Buyer. Seller shall give written notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Real Property. Notwithstanding anything to The foregoing notwithstanding, if the contrary taking results in the forgoingcancellation of, or rent abatement under, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this AgreementLease, in any of Buyer shall have the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right option to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed.

Eminent Domain. If 23.01 In the event that the land, Building or any part thereof, or the Demised Premises or any part thereof, shall be taken in condemnation proceedings are currently pending or, before or by the Closing proceedings are commenced, for the taking by exercise of the power any right of eminent domain or by agreement between any superior lessors and lessees and/or Landlord on the one hand and any governmental authority authorized to exercise such right on the other hand, Landlord shall be entitled to collect from any condemnor the entire award or awards that may be made in any such proceeding without deduction therefrom for any estate hereby vested in or owned by Tenant, to be paid out as in this Article provided. Tenant hereby expressly assigns to Landlord all of its right, title and interest in or to every such award (with the exception of that portion of the award specifically allocated as Tenant's moving expenses, to the extent that the same does not decrease Landlord's award) and also agrees to execute any and all further documents that may be required in order to facilitate the collection thereof by Landlord. 23.02 At any time during the Term if title to the whole or substantially all of the land, Building and/or Demised Premises shall be taken in by condemnation proceedings or by the exercise of any right of eminent domain or by agreement between any superior lessors and lessees and/or Landlord on the one hand and any governmental authority authorized to exercise such right on the other hand, this Lease shall terminate and expire on the date of such taking and the Fixed Rent and additional rent provided to be paid by Tenant shall be apportioned and paid to the date of such taking. 23.03 However, if substantially all of the land or Building is not so taken and if only a part of the Property whichentire Demised Premises shall be so taken, as reasonably determined this Lease nevertheless shall continue in full force and effect, except that either party may elect to terminate this Lease if that portion of the Demised Premises then occupied by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer Tenant shall have the rightbe reduced by more than 25%, by giving notice of such election to Seller within the other party given not later than thirty (30) days after Seller gives (i) notice of such taking is given by the commencement condemning authority, or (ii) the date of such proceedings taking, whichever occurs later. Upon the giving of such notice this Lease shall terminate on the date of service of such notice and the Fixed Rent and additional rent due and to Buyerbecome due, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return prorated and adjusted as of the Due Diligence Items, all other escrow documents and funds shall be returned by date of the Title Company and/or by Seller’s counsel, as applicable, taking. If both parties fail to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyergive such notice upon such partial taking, and thereafter neither party shall have any further obligation this Lease continues in force as to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything Damaged Premises not taken, the rents apportioned to the contrary part taken shall be prorated and adjusted as of the date of taking and from such date the Fixed Rent and additional rent shall be reduced to the amount apportioned to the remainder of the Demised Premises, and the Tenant's Share shall be recomputed to reflect the number of square feet of Tenant's Floor Space remaining in the forgoingDamaged Premises in relation to the number of square feet of Total Building Floor Space remaining in the Building. 23.04 Notwithstanding the foregoing provisions of this Article and subject to the interest of any mortgagees or lessor or grantor under any superior mortgage or superior lease, Tenant shall be entitled to appear, claim, prove and receive in the proceedings relating to any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed taking mentioned in the preceding Sections of this AgreementArticle, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of each award made therein as represents the award) payable on account then value of Tenant's Property. 23.05 In the event of any such taking of less than the whole of the Building which does not result in a termination of this Lease, Landlord, at its expense, shall proceed with reasonable diligence to repair, alter and restore the remaining part of the Building and the Demised Premises to substantially the same condition as it was in immediately prior to such taking to the extent that the same may be feasible, so as to constitute a tenantable Building and Damaged Premises, providing that Landlord's liability under this Section shall be transferred or assigned to Buyer at Closing in the same manner as title limited to the Property is conveyedamount received by Landlord as an award arising out of such taking.

Eminent Domain. If proceedings are currently pending orIf, before the Closing Close of Escrow, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of all or a material part of the Real Property which, as reasonably determined by Buyer, would render the Real Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving written notice to Seller within thirty fifteen (3015) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall automatically terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents without any further action required from either party and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligationscontinuing obligations hereunder. If proceedings are currently pending orIf, before the Closing Close of Escrow, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of less than such a material part of the Real Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at on the ClosingClose of Escrow, the condemnation award (or, if not therefore theretofore received, the right to receive such portion of the award) payable on account of the taking shall be transferred assigned, or assigned to Buyer at Closing in the same manner as title to the Property is conveyedpaid to, Buyer. Seller shall give written notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Real Property. Notwithstanding anything to The foregoing notwithstanding, before the contrary Close of Escrow, in the forgoingevent the taking results in the cancellation of, or rent abatement under, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this AgreementLease, in any of Buyer shall have the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right option to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed.

Eminent Domain. If proceedings are currently pending ortitle to or the temporary use of the Leased Premises, before or any part thereof, shall be taken under the Closing proceedings are commenced, for the taking by exercise of or the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, any net proceeds received from any award made in such eminent domain proceedings (after payment of all expenses incurred in such collection) shall be paid to and held by the Trustee under the Indenture. Such proceeds shall be applied in one (1) or more of the following ways: (a) The restoration of the Leased Premises to substantially the same condition as it existed prior to the exercise of that power of eminent domain, or (b) The acquisition, by construction or otherwise, of other improvements suitable for the Lessee’s operations on the Leased Premises and which are in furtherance of the purposes of the Act and the Plan (the improvements shall be deemed a part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable Leased Premises and available for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents use and funds shall be returned occupancy by the Title Company and/or by Seller’s counsel, Lessee without the payment of any rent other than as applicableherein provided, to the party which delivered them into Escrowsame extent as if such other improvements were specifically described herein and demised hereby). Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation, the Equity Escrow Holder Lessee shall return direct the Escrowed Equity Lessor and the Trustee in writing as to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise which of the power ways specified in this Section the Lessee elects to have the net proceeds of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion applied. Any balance of the award) payable on account net proceeds of the taking award in such eminent domain proceedings not required to be applied for the purposes specified in subsections (a) or (b) above shall be transferred or assigned to Buyer at Closing deposited in the same manner as title sinking fund held by the Trustee under the Indenture and applied to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice repayment of the commencement Bonds. The Lessor shall cooperate fully with the Lessee in the handling and conduct of any prospective or pending condemnation proceedings for with respect to the taking by exercise of the power of eminent domain of all Leased Premises or any part thereof and will to the extent it may lawfully do so permit the Lessee to litigate in any such proceedings in its own name or in the name and on behalf of the PropertyLessor. Notwithstanding anything In no event will the Lessor voluntarily settle or consent to the contrary in settlement of any prospective or pending condemnation proceedings with respect to the forgoing, Leased Premises or any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any part thereof without the written consent of the Due Diligence ItemsLessee, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server which consent shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedunreasonably withheld.

Eminent Domain. If proceedings are currently pending or, before all the Closing proceedings are commenced, Premises or such portion thereof as would make it impossible for Lessee to continue its then existing business on the taking Premises is taken by exercise of condemnation or under the power of eminent domain of all domain, or a part sold under the threat of the Property whichexercise of said power (all of which are herein called "condemnation"), Lessee may, in its sole discretion, (i) exercise its option to purchase the Premises and be entitled to the award or payment resulting from the condemnation or (ii) terminate this lease as reasonably determined by Buyerof the date the condemning authority takes title or possession, would render whichever occurs first. If any other taking (of the Property unacceptable to Buyer Premises or unsuitable for Buyer’s intended otherwise) adversely and substantially affects Lessee's use, Buyer access, or rights of ingress or egress of or to the Premises, then Lessee may (i) exercise its option to purchase the Premises and be entitled to receive the full amount of the award or payment resulting from the condemnation, (ii) elect to terminate this lease as of the date the condemning authority takes possession, or (iii) elect to repair the Premises and permit 164 the lease to continue. Lessee's election to terminate this lease or to exercise its option to purchase the Premises shall have be made in writing within forty-five (45) days after Lessor has given Lessee written notice of the righttaking (or in the absence of such notice, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to condemning authority has taken possession). If Lessee does not terminate this Agreementlease in accordance with this section, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement lease shall remain in full force and effect and, at as to the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) Premises remaining, except that rent shall be reduced in the proportion that the area taken diminishes the value and use of the Premises to Lessee and the purchase price for the option to purchase shall by reduced by the difference between the amount of the award payable to Lessor on account of the taking condemnation and the portion of the award used by Lessee in the repair of the Premises. In the event that the Lessee does not elect to terminate the lease or exercise its option to purchase, Lessee shall promptly repair any damage to the Premises caused by condemnation and restore the remainder of the Premises to Lessee's reasonable satisfaction. Lessor shall place all proceeds of the condemnation award paid to it in escrow and make such proceeds available to Lessee for purposes of such repairs. Lessor shall be transferred entitled to retain any of the award payable to it which is not used by Lessee in making repairs or assigned to Buyer at Closing in the same manner as title restorations to the Property is conveyedPremises. Seller shall give notice In the event Lessee exercises its option to Buyer within three (3) business days after Seller’s receiving notice purchase the Premises following the occurrence of the commencement of a condemnation, any proceedings for the taking by exercise of the power of eminent domain award or payment made upon condemnation of all or any part of the PropertyPremises shall be the property of Lessee. In the event that Lessee elects to terminate this lease, any award or payment made upon condemnation of the Premises shall be the property of the Lessor, whether such award or payment is made as compensation for the taking of the fee or as severance damages; provided Lessee shall in any event be entitled to Lessor shall give notice to Lessee within five (5) days after receipt of notification from any condemning authority of its intention to take all or a portion of the Premises. Notwithstanding anything anything, expressed or implied, to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed contained in this Agreementlease, Lessee, at its own expense, may in good faith contest any such award for loss of the Due Diligence Itemsor damage to Lessee's trade fixtures, or in any documents delivered to Buyer or removable personal property, and additions, alterations and improvements made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedPremises by Lessee, and for its loss of business or the leasehold herein created or any other consequential or special damages, such as Lessee's relocation and moving expenses.

Eminent Domain. If Seller shall give notice (a “Condemnation Notice”) to Buyer reasonably promptly after Seller’s receiving notice of the commencement of any proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of all or a any part of the Property whichProperty. If, as reasonably determined before the Closing Date, Seller provides Buyer with a Condemnation Notice stating proceedings are commenced for the taking by Buyer, would render exercise of the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, power of eminent domain and such proceedings constitute a Material Loss. Buyer shall have the right, by giving notice to Seller within thirty ten (3010) days after Seller gives notice Buyer’s receipt of a copy of the commencement of such proceedings to BuyerCondemnation Notice or, if applicable, the Tenant Condemnation Termination Notice (hereinafter defined) (the “Buyer Condemnation Exercise Period”), to terminate this Agreement, in which event this Agreement shall terminate. If necessary, the Deposit Closing Date shall be returned to Buyer upon return postponed until the date that is five (5) business days following the later of (i) the expiration of the Due Diligence Itemstime period provided to Tenant for delivery of its Tenant Condemnation Termination Notice to Seller pursuant to Article 21 of the Lease, all other escrow documents and funds shall be returned by or (ii) the Title Company and/or by Seller’s counsel, as applicable, to expiration of the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving ObligationsBuyer Condemnation Exercise Period. If proceedings are currently pending orIf, before the Closing Date, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of less than such but Tenant does not deliver a material part of the PropertyTenant Condemnation Termination Notice, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at on the ClosingClosing Date, the condemnation award (or, if not therefore theretofore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedBuyer.

Eminent Domain. If proceedings are currently pending or, before prior to the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of all or a part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything Property is taken by condemnation or a taking in lieu thereof, the following shall apply: 10.2.1 In the event a material part of the Property is taken, Purchaser, by written notice to Seller (effective only if delivered within fifteen (15) days after Purchaser receives notice of such taking), may elect to cancel this Agreement prior to the contrary Closing Date. In the event that Purchaser shall so elect, the Deposit, together with any interest accrued thereon, shall be returned to Purchaser, and upon such payment, this Agreement shall be null and void and the parties hereto shall be relieved and released of and from any further liability hereunder and with respect to each other, except with respect to the provisions of this Agreement which expressly survive the termination of this Agreement. 10.2.2 In the event a minor or immaterial part of the Property is taken, or in the forgoingevent of a change of legal grade, neither party shall have any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in right to cancel this Agreement, and title shall nonetheless close in accordance with this Agreement without any abatement of the Due Diligence ItemsPurchase Price or any liability or obligation on the part of Seller by reason of such taking; provided, however, that Seller shall, at Closing, (i) turn over and deliver to Purchaser the amount of any award or other proceeds of such taking to the extent actually collected by Seller as a result of such taking, less the amount of the actual expenses reasonably incurred by Seller in any documents delivered collecting such award or other proceeds and in making repairs to Buyer the Property occasioned by such taking, and (ii) deliver to Purchaser an assignment (without warranty or made available recourse to Buyer electronically on Seller) of Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at any such award or other proceeds which may be payable subsequent to the Closing, the condemnation award (or, if not therefore received, the right to receive Closing Date as a result of such taking. 10.2.3 The term “material part,” as distinguished from a “minor or immaterial part,” as used herein shall mean a portion of the awardProperty having a value (based upon an appraisal by an appraiser acceptable to Seller, subject to Purchaser’s approval, which shall not be unreasonably withheld or delayed) payable on account in excess of ten percent (10%) of the Purchase Price or any taking, regardless of the value of the Property taken, if such taking shall be transferred or assigned to Buyer at Closing in the same manner as title materially and adversely affects access to the Property is conveyedBuilding.

Eminent Domain. If proceedings are currently pending orIf, before the Closing Date, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of all or a material part of any of the Real Property whichthat, as reasonably determined by Buyer, would render the such Real Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller Sellers within thirty seven (307) days after Seller gives Sellers give notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, terminate and the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending orIf, before the Closing Date, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of less than such a material part of the PropertyReal Property (i.e., which part would not render such Real Property unsuitable for Buyer’s intended use, as reasonably determined by Buyer), or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at on the ClosingClosing Date, the condemnation award (or, if not therefore theretofore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedBuyer. Seller Sellers shall give notice to Buyer within three (3) business days reasonably promptly after Seller’s receiving Sellers’ receipt of notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything If necessary, the Closing Date shall be postponed until Sellers have given any notice to Buyer required by this section 6.4 and the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed period of seven (7) days described in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server section 6.4 has expired. Sellers agree that they shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the settle or agree upon any condemnation award (orwithout Buyer’s prior written approval of such settlement, if which approval Buyer shall not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedunreasonably withhold.

Eminent Domain. If 23.01 In the event that the land, Building or any part thereof, or the Demised Premises or any part thereof, shall be taken in condemnation proceedings are currently pending or, before or by the Closing proceedings are commenced, for the taking by exercise of the power any right of eminent domain or by agreement between any superior lessors and lessees and/or Landlord on the one hand and any governmental authority authorized to exercise such right on the other hand, Landlord shall be entitled to collect from any condemnor the entire award or awards that may be made in any such proceeding without deduction therefrom for any estate hereby vested in or owned by Tenant, to be paid out as in this Article provided. Tenant hereby expressly assigns to Landlord all of its right, title and interest in or to every such award (with the exception of that portion of the award specifically allocated as Tenant's moving expenses, to the extent that the same does not decrease Landlord's award) and also agrees to execute any and all further documents that may be required in order to facilitate the collection thereof by Landlord, 23.02 At any time during the Term if title to the whole or substantially all of the land, Building and/or Demised Premises shall be taken in by condemnation proceedings or by the exercise of any right of eminent domain or by agreement between any superior lessors and lessees and/or Landlord on the one hand and any governmental authority authorized to exercise such right on the other hand, this Lease shall terminate and expire on the date of such taking and the Fixed Rent and additional rent provided to be paid by Tenant shall be apportioned and paid to the date of such taking. 23.03 However, if substantially all of the land or Building is not so taken and if only a part of the Property whichentire Demised Premises shall be so taken, as reasonably determined this Lease nevertheless shall continue in full force and effect, except that either party may elect to terminate this Lease if that portion of the Demised Premises then occupied by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer Tenant shall have the rightbe reduced by more than 25%, by giving notice of such election to Seller within the other party given not later than thirty (30) days after Seller gives (i) notice of such taking is given by the commencement condemning authority, or (ii) the date of such proceedings taking, whichever occurs later. Upon the giving of such notice this Lease shall terminate on the date of service of such notice and the Fixed Rent and additional rent due and to Buyerbecome due, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return prorated and adjusted as of the Due Diligence Items, all other escrow documents and funds shall be returned by date of the Title Company and/or by Seller’s counsel, as applicable, taking. If both parties fail to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyergive such notice upon such partial taking, and thereafter neither party shall have any further obligation this Lease continues in force as to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything Demised Premises not taken, the rents apportioned to thc part taken shall be prorated and adjusted as of the date of taking and from such date the Fixed Rent and additional rent shall be reduced to the contrary amount apportioned to the remainder of the Demised Premises, and the Tenant's Share shall be recomputed to reflect the number of square feet of Tenant's Floor Space remaining in the forgoingDemised Premises in relation to the number of square feet of Total Building Floor Space remaining in the Building. 23.04 Notwithstanding the foregoing provisions of this Article and subject to the interest of any mortgagees or lessor or grantor under any superior mortgage or superior lease, Tenant shall be entitled to appear, claim, prove and receive in the proceedings relating to any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed taking mentioned in the preceding Sections of this AgreementArticle, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of each award made therein as represents the award) payable on account then value of Tenant's Property. 23.05 In the event of any such taking of less than the whole of the Building which does not result in a termination of this Lease, Landlord, at its expense, shall proceed with reasonable diligence to repair, alter and restore the remaining part of the Building and the Demised Premises to substantially the same condition as it was in immediately prior to such taking to the extent that the same may be feasible, so as to constitute a tenantable Building and Demised Premises, providing that Landlord's liability under this Section shall be transferred or assigned to Buyer at Closing in the same manner as title limited to the Property is conveyedamount received by Landlord as an award arising out of such taking.

Eminent Domain. If proceedings are currently pending orIf, before the Closing Close of Escrow, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of all or a material part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving ObligationsBuyer’s indemnification under Paragraph 5. If proceedings are currently pending orIf, before the Closing Close of Escrow, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the ClosingClose of Escrow, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing. 12.1 All notices, demands, or other communications of any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in type given by any party hereunder, whether required by this Agreement, in any of the Due Diligence Items, Agreement or in any documents way related to the transaction contracted for herein, shall be void and of no effect unless given in accordance with the provisions of this Paragraph. All notices shall be in writing and delivered to Buyer the person to whom the notice is directed, either in person, by United States Mail, as a registered or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreementcertified item, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking return receipt requested by facsimile or by Federal Express. Notices delivered by mail shall be transferred or assigned to Buyer at Closing in deemed given when received. Notices by facsimile shall be deemed given on the same manner day of transmission as title evidenced by a transmission report generated by the sender’s fax machine. Notice by Federal Express shall be deemed given on the day of receipt. Notices shall be given to the Property is conveyed.following addresses: Xxxxxxx Xxxxxx Triple Net Properties, LLC 0000 X. Xxxxxx Ave. #200 Santa Ana, CA 92705 (000) 000-0000 (000) 000-0000 fax Xxxxx Xxxxxx Triple Net Properties, LLC 0000 X. Xxxxxx Ave. #200 Santa Ana, CA 92705 (714) 667-8252 (000) 000-0000 fax Xxxxxx X. XxXxxxx, Esq. Xxxxxxxxx Xxxxxxxxx The Federal Reserve Bank Building, 16th Floor 000 Xxxx Xxxx Xxxxxx Richmond, VA 23219 (000) 000-0000 (000) 000-0000 fax Xxxxxx Xxx UBS Realty Investors LLC 000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 (415) 538-4888 (000) 000 0000 fax With Required Copies to: General Counsel c/o UBS Realty Investors LLC 000 Xxxxxxxx Xxxxxx Xxxxxxxx, XX 00000-0000 (860) 616-9158 (000) 000-0000 fax Xxxxx Xxxxxxx, Esq. Xxxxxxx & Xxxxxx LLP 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, XX 00000 (000) 000-0000 (000) 000-0000 fax Escrow Holder: Xxxxxxx Xxxx Fidelity National Title Insurance Company 00000 Xxx Xxxxxx Xxxxxx, Suite 275 Irvine, CA 92614 (000) 000-0000 (000) 000-0000 fax

Eminent Domain. If proceedings are currently pending or, The risk of any loss or damage to the Purchased Assets by condemnation before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of all or a part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice Date hereunder belongs to Seller within thirty (30) days after Seller gives notice of and Existing Landlord. In the commencement of such proceedings to Buyerevent any condemnation proceeding is commenced or threatened, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give Purchaser written notice to Buyer thereof within three (3) business days after the occurrence of same, together with such reasonable details with respect thereto as to which Seller may have knowledge. As soon as the portion or portions of the Purchased Assets to be taken are reasonably determinable, Seller shall give Purchaser written notice thereof together with Seller’s receiving notice estimate of the commencement value of the portion or portions of the Purchased Assets to be so taken. In the event of any proceedings for the material taking by exercise of the power Purchased Assets (as hereinafter defined), Purchaser, by written notice delivered to Seller within ten (10) days after Purchaser’s receipt of eminent domain of all or any part notice from Seller of the Property. Notwithstanding anything determination of the portion or portions of the Purchased Assets to be taken, shall have the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in option to terminate this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right . If Purchaser so elects to terminate this Agreement, but rather at this Agreement shall thereafter be of no further force and effect and neither party shall have any liability to the Closingother hereunder except for those obligations which by their terms specifically survive termination of this Agreement. For the purposes hereof, a “material” taking shall mean any taking (1) the condemnation award (or, if not therefore received, the right effect of which would be to receive such portion require more than $5,000,000 to repair or restore either or both of the awardFacilities or (2) payable on account which would materially impair the use or operation of either or both of the Facilities as determined in the reasonable discretion of Purchaser. If Purchaser shall not so elect to terminate this Agreement or if the taking is not material, then the sale of the Purchased Assets shall be transferred consummated as herein provided without abatement to the Purchase Price, and all awards made in respect of such condemnation and any repair or assigned to Buyer at Closing reconstruction obligations imposed on Seller shall be handled in the same manner as title to set forth in the Property is conveyedNew Lease.

Eminent Domain. If proceedings are currently pending or, before In the event that prior to the Closing proceedings are commencedDate, for the taking by exercise a governmental entity shall commence or give notice of the power of its intention to commence any eminent domain of all or a part proceeding to take any portion of the Property whichthat is required to operate the telemetry, as reasonably determined by Buyertracking and control facilities located on the Property, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer then Purchaser shall have the right, option to elect to do either of the following: (a) Purchaser may elect to terminate this Agreement by giving written notice to Seller given within thirty ten (3010) days Business Days after Seller gives Purchaser has received notice of the commencement such action of such proceedings to Buyer, to terminate this Agreementcondemnation, in which event event: (i) neither Purchaser nor Seller shall thereafter have any obligations or liabilities hereunder except as expressly survive this Agreement shall terminate, termination of this Agreement; (ii) the Deposit shall be returned to Buyer upon return of the Due Diligence Items, Purchaser; and (iii) all other escrow documents and funds title cancellation charges shall be returned shared equally by Seller and Purchaser; or (b) Purchaser may elect to proceed to Closing by written notice to Seller given within ten (10) Business Days after Purchaser has received notice of such action or condemnation, in which case on the Title Company and/or by Seller’s counselClosing Date the Purchase Price and other payments shall not be reduced and the award payable to Seller for such taking, as applicableif any, shall be assigned and transferred to the party which delivered them into EscrowPurchaser together with all right, the Equity Escrow Holder shall return the Escrowed Equity title and interest in and to Buyer, and thereafter neither party any award. In such event Seller shall have no obligation, responsibility, or liability to repair or restore the Property or any further obligation to the other except for the Surviving Obligationsportion thereof. If proceedings are currently pending orPurchaser elects to proceed and if Closing was scheduled to take place at any time during the ten (10) Business Day period referred to in Section 13.02(a) above, before at Purchaser’s option the Closing proceedings are commenced, for may be rescheduled to a later date within the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right ten (10) Business Day period upon at least forty-eight (48) hours’ prior written notice from Purchaser to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed.

Eminent Domain. If proceedings are currently pending orIf, before the Closing Date, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of all or a material part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending orIf, before the Closing Date, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at on the ClosingClosing Date, the condemnation award (or, if not therefore theretofore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedBuyer. Seller shall give notice to Buyer within three (3) business days immediately after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything Buyer shall have a period of thirty (30) days (or such shorter period as Buyer may elect by giving notice to Seller) after Seller has given the contrary in notice to Buyer required by this Section 7.4 to evaluate the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any extent of the Due Diligence Items, or in any documents delivered taking and make the determination as to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right whether to terminate this Agreement, but rather at the Closing. If necessary, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking Closing Date shall be transferred or assigned postponed until Seller has given the notice to Buyer at Closing required by this Section 7.4 and the period of thirty (30) days described in the same manner as title to the Property is conveyedthis Section 7.4 has expired.

Eminent Domain. If proceedings are currently pending orIf, before the Closing Close of Escrow, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of all or a material part of the Real Property which, as reasonably determined by Buyer, would render the Real Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving written notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall automatically terminate, the Deposit shall be returned to Buyer upon return without any further action required from either party, Buyer and Seller shall each be liable for one half of the Due Diligence Items, all other any escrow documents fees or charges and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligationscontinuing obligations hereunder. If proceedings are currently pending orIf, before the Closing Close of Escrow, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of less than such a material part of the Real Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at on the ClosingClose of Escrow, the condemnation award (or, if not therefore theretofore received, the right to receive such portion of the award) payable on account of the taking shall be transferred assigned, or assigned to Buyer at Closing in the same manner as title to the Property is conveyedpaid to, Buyer. Seller shall give written notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Real Property. Notwithstanding anything to the contrary The foregoing notwithstanding, in the forgoingevent the taking results in the cancellation of, or rent abatement under, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this AgreementLease, in any of Buyer shall have the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right option to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed.

Eminent Domain. If proceedings are currently pending orIf, before the Closing proceedings are commencedprior to Closing, for the taking by exercise all or any “significant” (as hereinafter defined) portion of the power of Real Property is taken by eminent domain (or is the subject of all a pending or a part contemplated taking which has not been consummated), the Sellers shall notify the Purchaser of such fact in writing and the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer Purchaser shall have the rightoption to terminate this Agreement in its entirety, by giving or only as it relates to the portion of the Real Property subject to such taking (in which case the Consideration hereunder shall be adjusted accordingly), upon written notice to Seller within the Sellers given not later than thirty (30) days after Seller gives notice the Purchaser’s receipt of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving ObligationsSellers’ written notice. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right Purchaser does not elect to so terminate this Agreement pursuant or if an “insignificant” portion (“insignificant” is herein deemed to be any taking which is not “significant”) of the Real Property is taken by eminent domain or condemnation, the Purchaser shall proceed to Closing as provided in this Agreement without adjustment to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect andConsideration but, at the Closing, the condemnation award (or, if not therefore received, Sellers shall assign and turn over all compensation and damages awarded or the right to receive same with respect to such portion of taking, condemnation or eminent domain. The Sellers agree to permit the award) payable on account of Purchaser to participate in any negotiations with and legal actions against the condemning authority and will not settle any such dispute relating to such award without the Purchaser’s prior written consent. A “significant portion” shall mean any taking shall be transferred that adversely and materially interferes, individually or assigned to Buyer at Closing in the same manner as title to aggregate, with the marketability or value of Real Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of or the commencement of any proceedings for the taking by exercise of the power of eminent domain of all Sellers’, Companies’ or any part of the Property. Notwithstanding anything to the contrary other party in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Sellerpossession’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedoccupancy and use thereof.

Eminent Domain. If proceedings are currently pending orIn the event that title to or the temporary use of the Project, before or any part thereof, shall be taken under the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain by any governmental body or by any person, firm, or corporation acting under governmental authority, there shall be no abatement or reduction in the rent payable by the Company under this Lease during the balance of all the Lease Term, and the Lease Pro Rata Share of any Net Proceeds received from any award made in such eminent domain proceedings shall be paid to and deposited by the Trustee in the Collateral Proceeds Account and shall be applied by the Director or the Company in one or more of the following ways as shall be directed in writing by the Authorized Company Representative: (a) to the restoration of the improvements located on the Project Site to substantially the same condition as they existed prior to the exercise of said power of eminent domain; (b) to the acquisition, by construction or otherwise, by the Director or the Company of other improvements suitable f or the Company's operation at the Project (which improvements shall be deemed a part of the Property whichProject and available for use and occupancy by the Company without the payment of any rent other than herein provided, to the same extent as reasonably determined if such other improvements were specifically described herein and demised hereby); or (c) to the redemption of all of the Bonds pursuant to the Trust Agreement, together with accrued interest thereon to the date of redemption upon exercise of the option to purchase authorized by BuyerSection 10.2(b) of this Lease. Within ninety (90) days from the date of entry of a final order in an eminent domain proceeding granting condemnation, would render the Property unacceptable Authorized Company Representative shall direct the Director and the Trustee in writing as to Buyer or unsuitable for Buyer’s intended use, Buyer shall which of the ways specified in this Section the Company elects to have the right, by giving notice to Seller within thirty (30) days after Seller gives notice Lease Pro Rata of any Net Proceeds of the commencement condemnation award applied. Any balance of the Lease Pro Rata Share of any Net Proceeds remaining after such application shall be retained in the Collateral Proceeds Account. The Loan Pro Rata Share of all Net Proceeds received from any award made in such eminent domain proceedings shall be paid and applied as provided in the Loan Agreement. The Director shall cooperate fully with the Company in the handling and conduct of any prospective or pending condemnation proceeding with respect to the Project or any part thereof and, to the extent it may lawfully do so, will permit the Company to litigate in any such proceeding in its own name or in the name and on behalf of the Director (except as such proceedings to Buyer, to terminate this Agreementare instigated by the Director, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant proceed as if it were the owner of the Project). In no event will the Director voluntarily settle or consent to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the settlement of any prospective or pending condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title proceeding with respect to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all Project or any part thereof without the written consent of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedCompany.

Eminent Domain. If In the event that any eminent domain proceedings are currently pending shall be commenced prior to the Closing, and: (a) the cost of repair or replacement related to such proceedings exceeds one hundred thousand dollars ($100,000.00); or, before the Closing proceedings are commenced, for the taking by exercise (b) as a result of the power of eminent domain proceedings any tenant has a right of all or a part termination under any of the Property which, Space Leases and such tenant has not permanently waived such right of termination in writing prior to the date on which Buyer must make its election to terminate below; or (c) as reasonably determined by Buyer, would render a result of the Property unacceptable eminent domain proceedings any tenant has a right to Buyer permanently axxxx or unsuitable for Buyer’s intended use, offset its rent under its applicable Space Lease; then in any such case (i) Buyer shall have the right, right to terminate this Agreement by giving Seller written notice of its intention to do so, such notice by Buyer to Seller within thirty to be given not later than three (303) days after Buyer shall have received the notice from Seller gives notice of the commencement of such proceedings aforesaid proceedings, (in which event the Deposit shall forthwith be returned to Buyer, to terminate this Agreement, in which event whereupon this Agreement shall terminatebe null and void and of no further force or effect whatsoever, the Deposit except that Buyer shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents remain liable on its obligations under Sections 4.2 and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, 15.7); or (ii) if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but this Section 8 and Buyer does elects not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Itemsterminate, or in any documents delivered to case wherein Buyer or made available to Buyer electronically on Seller’s cloud server shall does not give Buyer have the right to terminate this Agreementterminate, but rather at Buyer and Seller shall consummate Closing on the ClosingClosing Date, without any reduction to or abatement of the Purchase Price, and all condemnation awards shall belong to Buyer; provided, however, Seller shall have the right to a portion of the condemnation award (orfor Seller's actual, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title out-of-pocket expenses incurred with respect to the Property condemnation action but only to the extent such award is conveyedseparately made and itemized by the governmental authority or subdivision under its eminent domain or condemnation powers.

Eminent Domain. If In the event that at any time or from time to time prior to the Closing, any proceedings are currently pending or, before the Closing proceedings are commenced, shall be commenced or consummated for the taking by exercise of any part or all of the Premises for public or quasi-public use pursuant to the power of eminent domain of all or a part otherwise, the Seller shall forthwith give written notice thereof to the Purchaser, provided, however, that the commencement or completion of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer same shall have no effect on this Agreement unless the rightPurchaser by reason thereof elects, at its option, within fifteen (15) days of receipt by it of the Seller's notice of such taking (and, if applicable, the Closing shall be extended to afford Purchaser such fifteen (15) day period), to cancel this Agreement by giving written notice thereof to the Seller within thirty (30) days after Seller gives notice of to such effect, and upon the commencement giving of such proceedings notice, the Escrow Agent shall promptly return the Deposit to Buyerthe Purchaser, and this Agreement shall become null and void and of no further force or effect, with neither party having any further rights or liabilities hereunder, except for those obligations that, pursuant to terminate the express terms hereof, survive the termination of this Agreement, in which event this Agreement provided that the Purchaser shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall not have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate cancel this Agreement pursuant to this Section 10 unless the preceding sentence but Buyer does taking is a "substantial" taking. A taking or condemnation of the Premises shall be deemed "substantial" if any one or more of the following shall be true: (i) such taking or condemnation materially adversely affects any right of access to the Premises, (ii) such taking or condemnation involves more than the equivalent of Two Hundred and Fifty Thousand Dollars ($250,000.00) in value, (iii) such taking or condemnation gives any tenant of the Premises the right to cause the termination of its lease in whole or in part and such tenant exercises such right (provided that (A) the aforesaid fifteen (15) day period, and the Closing, if necessary, shall be extended for up to sixty (60) days in order to determine if any such tenants have in fact exercised such right; and tenants who have not exercise elected by then shall be deemed to have exercised such right, then this and (B) for any tenant or tenants that in the aggregate lease not more than 5,000 square feet who have exercised (or have been deemed to have exercised) such option, the Seller may void the Purchaser's termination of the Agreement by having the Seller (guaranteed by Xxxxx X. Xxxx) lease the space in question for not less than five (5) years on all of the same terms and conditions as the terminated Lease or Leases), (iv) such taking or condemnation materially adversely affects any utility facilities serving the Premises, or (v) such taking or condemnation gives any tenant of the Premises the right to xxxxx, offset or reduce the amount of rent payable under its lease other than during restoration, and if not included in the award, the Purchaser shall remain in full force and effect andreceive, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title an amount equal to the Property is conveyedamount of abated rent during restoration. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of In the event that, notwithstanding the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain such proceedings or possible Eminent Domain proceedings which were disclosed in the completion of any such taking, the Purchaser shall not elect to, or shall not have the right to, cancel this Agreement, in then, the Seller shall consult with the Purchaser with respect to such proceedings and any and all settlement discussions with respect thereto (and if the settlement discussions are subsequent to the expiration of the Due Diligence ItemsPeriod, or in any documents delivered (x) the Seller shall allow the Purchaser to Buyer or made available to Buyer electronically on Seller’s cloud server participate therein, and (y) the Seller shall not give Buyer settle the right to terminate this Agreementsame without the Purchaser's consent), but rather at the and, upon Closing, the condemnation award (or, Seller shall pay if not therefore received, the right to receive such portion received or assign any and all rights of the award) payable on account of the Seller, in or to all awards and other compensation for any such taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedPurchaser and the Purchaser shall close in accordance with this Agreement.

Eminent Domain. If proceedings are currently pending or, before In the Closing proceedings are commenced, for event of the taking by exercise of a portion of the power of Properties by eminent domain for any public or quasi-public use, or if notice of all intent of a taking or a part sale in lieu of taking is received by Seller or Buyer, at or prior to the Closing, where the value of the Property whichProperties being taken is in excess of $30,000,000, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, then Buyer shall have the right, to be exercised within fifteen (15) days after notice of such taking by giving written notice to Seller within thirty (30and the Closing shall automatically be adjourned if such notice IS GIVEN LESS THAN FIFTEEN (15) days after Seller gives DAYS PRIOR TO THE CLOSING DATE), TO TERMINATE THIS AGREEMENT, IN WHICH EVENT BUYER SHALL RECEIVE THE EXXXXXX DEPOSIT AND NEITHER OF THE PARTIES HERETO SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT FOR OBLIGATIONS THAT SPECIFICALLY SURVIVE THE TERMINATION. IN THE EVENT THIS AGREEMENT IS NOT TERMINATED, BUYER SHALL CONSUMMATE THIS TRANSACTION ON THE CLOSING DATE (WITH NO REDUCTIONS IN THE PURCHASE PRICE), AND BUYER SHALL BE ENTITLED TO PARTICIPATE IN ANY SUCH CONDEMNATION OR EMINENT DOMAIN PROCEEDINGS AND TO RECEIVE ALL OF THE PROCEEDS ATTRIBUTABLE TO ANY PORTION OF THE PROPERTIES TO BE CONVEYED TO BUYER. FOR CLARITY, BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT IN THE EVENT SELLER DELIVERS NOTICE TO BUYER IN ACCORDANCE WITH THE FOREGOING Section 12, in no event shall such notice of the commencement any new taking or intent of such proceedings to Buyertaking by eminent domain for any public or quasi-public use constitute a breach by Seller of Section 9.1(i) above, to terminate this Agreement, in which event this Agreement and Seller shall terminate, the Deposit shall be returned have no liability to Buyer upon return of the Due Diligence Itemstherefor; provided, all other escrow documents and funds however, Buyer shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate retain its rights under this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedSection 12.

Eminent Domain. If proceedings are currently pending or, before at any time prior to delivery of the Closing proceedings are commenced, for executed Deed to Purchaser as herein provided the Property or any portion thereof is taken by eminent domain or if any preliminary steps in any taking by exercise of the power of eminent domain of the Property and the improvements or any portion thereof occurs prior to such delivery, Purchaser may, at its option, within ten (10) days after receipt of written notice of such fact from Seller (if Purchaser receives such notice from Seller within ten [10] days prior to Closing, the Closing shall be extended in order to provide Purchaser the aforesaid ten [10] days), rescind this Agreement, and upon such rescission the Escrow Deposit will be promptly returned to Purchaser, and thereupon all rights, obligations and liabilities arising hereunder shall terminate (except for any agreements of the parties that expressly survive termination of this Agreement). Seller shall notify Purchaser in writing of any such taking by eminent domain and all steps preliminary thereto as soon as the Seller has knowledge thereof. In the event that Purchaser does not elect to rescind this transaction under such circumstances, Purchaser shall be entitled to all proceeds received or a part to be received from any condemning authority, and Seller shall (i) pay to Purchaser at Closing all such proceeds received by Seller; (ii) assign to Purchaser, without recourse to Seller, at Closing, all such proceeds to be thereafter received from any condemning authority by instrument of assignment, in form prepared by Seller and reasonably acceptable to Purchaser; (iii) this transaction shall close in accordance with its terms; (iv) the legal description of the Property whichset forth in the Deed and the other Closing documents shall be made subject to such condemnation proceedings or taking, as reasonably determined by Buyer, would render the Property unacceptable to Buyer and (v) there shall be no reduction in or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice abatement of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedPurchase Price.

Eminent Domain. To Seller's Knowledge, except as set forth -------------- on Schedule 3.1.21(g), it has not received any written notices, nor has ------------------ Seller any reason to believe, that any governmental body having the power of eminent domain over the Real Property has commenced or intends to exercise the power of eminent domain or a similar power with respect to all or any part of the Real Property. If proceedings are currently pending or, before between the date of this Agreement and Closing proceedings are commenced, for the taking by Real Property or any portion thereof or interest therein shall be taken or condemned as a result of the exercise of the power of eminent domain of all domain, or if a part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of governmental body having the power of eminent domain of less than such a material informs Seller or the Purchaser that it intends to take or condemn all or part of the PropertyReal Property then Seller may assign to Purchaser the sole right, or in the name of the Seller, to negotiate for, claim, contest and, if Buyer has the right Closing occurs, receive all damages on account thereof, in which event (i) Seller shall be relieved of its obligation to terminate this Agreement pursuant convey to the preceding sentence but Buyer does not exercise Purchaser the Real Property taken or condemned, (ii) at Closing Seller shall assign to the Purchaser all of Seller's rights to all damages payable for such righttaking or injury of the Real Property and shall pay to the Purchaser all damages theretofore paid to Seller by reason thereof, then this Agreement shall remain in full force and effect and, at the (iii) following Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice the Purchaser such further assurances of such rights and assignment as the Purchaser may from time to Buyer within three time reasonably request, and (3iv) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server Seller shall not give Buyer be in breach of this Subpart (g) and Purchaser shall not be excused from the right to terminate performance of its obligations under this Agreement, but rather at the Closing, the condemnation award Agreement by reason of this subpart (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedg).

Eminent Domain. If proceedings are currently pending orIf, before prior to the Closing proceedings are commencedDate, for the taking by exercise of the power of eminent domain of all proceedings materially affecting the Premises shall be threatened or a part of commenced by any competent public authority against the Property whichPremises or any portion thereof which would materially and adversely affect Purchaser’s ability to use the Premises, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer Purchaser shall have the option to (i) proceed with this transaction and pay the Purchase Price at the Closing and receive an assignment from Seller of all of Seller’s right, by giving title and interest in and to such condemnation proceeding, in which event any compensation paid or payable as a result of such eminent domain proceedings shall be and become the sole property of Purchaser or (ii) terminate this Agreement in which event Seller shall retain such award, and the Deposit plus interest accrued thereon shall be returned to Purchaser, and all documents furnished or delivered pursuant to the terms of this Agreement shall be returned to the party who furnished them and thereafter both parties shall be released from any further liability hereunder. Seller agrees that it shall give to Purchaser written notice to Seller of any such threatened or actual eminent domain proceedings within thirty five (305) days after Seller gives notice of first becomes aware thereof. If the commencement of such eminent domain proceedings to Buyerdo not materially affect the Premises, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party Purchaser shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the no right to terminate this Agreement, but rather shall receive a credit or an assignment, at the Closing, of any compensation paid or payable as a result of such eminent domain proceedings. In the condemnation event of any such non-material taking, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent (orwhich will not be unreasonably withheld), if not therefore received, the right to receive it being understood and agreed that Purchaser has an interest in all such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedproceeds.

Eminent Domain. If If, at any time prior to the Closing, legal proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the under power of eminent domain of are commenced with respect to all or a part any portion of the Property whichProperties, as reasonably determined then by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended usedelivery of written notice of election within five (5) business days after receipt of written notice of such pending condemnation from Seller, Buyer shall have the right, by giving notice may elect to Seller within thirty either (30a) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant as to the preceding sentence but Buyer does not exercise such rightall Properties, then or (b) elect to continue this Agreement shall remain in full force and effect and, and Seller shall assign to Buyer at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable Closing any and all proceeds and/or claims on account of the taking such condemnation proceedings, and Buyer shall be transferred or assigned to Buyer at Closing in the same manner as take title to the Property is conveyed. Seller shall give notice Properties subject to Buyer within three (3) business days after Seller’s receiving notice of such condemnation proceedings; provided, however, that in the commencement event the value of any proceedings for the taking Property or portion thereof, to be taken is reasonably estimated by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything Seller to the contrary in the forgoingbe less than Five Hundred Thousand Dollars ($500,000), any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to then Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the have no right to terminate this Agreement, but rather at Seller shall assign to Buyer any and all proceeds and/or claims on account of such condemnation proceedings, and Buyer shall take title to all Properties subject to such condemnation proceedings. If Buyer fails to deliver written notice to Seller and Escrow Holder of Buyer's election within the Closingtime period specified in this Paragraph, Buyer shall be deemed to have elected alternative (b) above. If Buyer properly delivers written notice to Seller and Escrow Holder within the time period specified in this Paragraph electing alternative (b) above, the condemnation award Escrow shall be canceled, this Agreement shall be terminated and become null and void as to all Properties, all parties hereto shall be released from further performance of this Agreement (orwith the exception of those provisions or Paragraphs which recite that they survive termination of this Agreement), if not therefore received, the right and Escrow Holder shall return to receive such Buyer all or any portion of the award) payable on account of the taking Deposit deposited with Escrow Holder and any and all interest thereon and shall be transferred or assigned return to Buyer at Closing in the same manner as title to the Property is conveyedeach party any and all documents which such party had deposited with it.

Eminent Domain. If proceedings are currently pending or(a) In the event that title to or the temporary use of the Project, before or any part thereof, shall be taken under the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain by any governmental body or by any Person acting under governmental authority, there shall be no abatement or reduction in the amounts payable by Tenant under this Agreement, and any Net Proceeds received from any award made in such eminent domain proceedings shall be (i) if any Bonds are then outstanding, paid to and deposited by the Trustee in the Collateral Proceeds Account and (ii) if no Bonds are then outstanding, paid to and deposited by, or at the direction of, the Director, in a separate account, and shall be applied by the Director or Tenant in one or more of all the following ways as shall be directed in writing by an Authorized Lessee Representative, on behalf of Landlord: (A) to the restoration of the improvements located on the Project Site to substantially the same condition as they existed prior to the exercise of said power of eminent domain; (B) to the acquisition, by construction or otherwise, by Landlord of other improvements suitable for Tenant’s operation at the Project Site (which improvements shall be deemed a part of the Property whichProject); or (C) to the redemption of all of the Bonds pursuant to the Trust Agreement, together with accrued interest thereon to the date of redemption upon exercise of the option to prepay authorized by Section 10.2(b) of the Loan Agreement. Within 90 days from the date of entry of a final order in an eminent domain proceeding granting condemnation, an Authorized Lessee Representative, on behalf of Landlord, shall direct the Director and the Trustee in writing as reasonably determined by Buyer, would render to which of the Property unacceptable ways specified in this Section Tenant elects to Buyer or unsuitable for Buyer’s intended use, Buyer have the Net Proceeds of the condemnation award applied. Any balance of the Net Proceeds held in the Collateral Proceeds Account remaining after such application shall be retained in the Collateral Proceeds Account. (b) If an Event of Default shall have occurred and is then continuing, or Tenant has elected to prepay all remaining Rent for the rightLoan Term by paying the Discharge Amount, by giving notice to Seller within thirty all Net Proceeds shall be paid (30a) days after Seller gives notice if any of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit Bonds shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicableoutstanding, to the party which delivered them into EscrowTrustee for deposit in the Collateral Proceeds Account and (b) if no Bonds shall be outstanding, to the Director for application to the Discharge Amount with respect to the State Loan and the LDI Loan. Any balance of the Net Proceeds held by, or at the direction of, the Equity Escrow Holder Director, shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, be paid at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion direction of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedLandlord.

Eminent Domain. If proceedings are currently pending ortitle to or the temporary use of the Leased Premises, before or any part thereof, shall be taken under the Closing proceedings are commenced, for the taking by exercise of or the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, any net proceeds received from any award made in such eminent domain proceedings (after payment of all expenses incurred in such collection) shall be paid to and held by the Trustee under the Indenture. Such proceeds shall be applied in one or more of the following ways: (a) The restoration of the Leased Premises to substantially the same condition as it existed prior to the exercise of that power of eminent domain, or (b) The acquisition, by construction or otherwise, of other improvements suitable for the Lessee’s operations on the Leased Premises and which are in furtherance of the purposes of the Redevelopment Act, the Plan, and the EDC Act (the improvements shall be deemed a part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable Leased Premises and available for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents use and funds shall be returned occupancy by the Title Company and/or by Seller’s counsel, Lessee without the payment of any rent other than as applicableherein provided, to the party which delivered them into Escrowsame extent as if such other improvements were specifically described herein and demised hereby). Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation, the Equity Escrow Holder Lessee shall return direct the Escrowed Equity Lessor and the Trustee in writing as to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise which of the power ways specified in this Section the Lessee elects to have the net proceeds of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion applied. Any balance of the award) payable on account net proceeds of the taking award in such eminent domain proceedings not required to be applied for the purposes specified in subsections (a) or (b) above shall be transferred or assigned to Buyer at Closing deposited in the same manner as title sinking fund held by the Trustee under the Indenture and applied to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice repayment of the commencement Bonds. The Lessor shall cooperate fully with the Lessee in the handling and conduct of any prospective or pending condemnation proceedings for with respect to the taking by exercise of the power of eminent domain of all Leased Premises or any part thereof and will to the extent it may lawfully do so permit the Lessee to litigate in any such proceedings in its own name or in the name and on behalf of the PropertyLessor. Notwithstanding anything In no event will the Lessor voluntarily settle or consent to the contrary in settlement of any prospective or pending condemnation proceedings with respect to the forgoing, Leased Premises or any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any part thereof without the written consent of the Due Diligence ItemsLessee, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server which consent shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedunreasonably withheld.

Eminent Domain. If In the event of the filing of any proceedings are currently pending orin eminent domain with respect to any portion of the Land (or any written threats of such a filing), Seller shall notify Purchaser in writing thereof as promptly as is reasonable under the circumstances (the "Condemnation Notice"), which shall include a reasonable description of the Land to be taken and whether it is "material in nature" as defined below. In the event of any such taking which is material in nature, then Purchaser may, at its option, by notice to Seller given within fifteen (15) days after Condemnation Notice (but before the Closing proceedings are commencedDate, for which will be extended as long as may be necessary in order to give Purchaser this full fifteen (15) days notice period): PURCHASE AND SALE AGREEMENT 42 (a) Unilaterally terminate this Agreement and, in such event, the taking Xxxxxxx Money shall be immediately returned to Purchaser and this Agreement shall be null, void and of no further force and effect except as otherwise provided herein; (b) Unilaterally terminate this Agreement as to the parcel affected by exercise such condemnation and proceed to close on the remaining parcels with a reduction of the power of eminent domain of all or a part of Purchase Price equal to the Property which, allocated amount as reasonably determined by Buyer, would render set forth in Section 2.3 pertaining to such terminated parcel; or (c) Proceed under this Agreement with no reduction in the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this AgreementPurchase Price, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect andSeller shall, at the Closing, assign to Purchaser, all of its right, title and interest in and to any condemnation award. Prior to the Closing Date, Seller shall have the sole right to negotiate and otherwise deal with the condemning authority in respect of such matter. In the event the condemnation award (or, if proceedings are not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing "material in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server nature," then Purchaser shall not give Buyer have the right to terminate this the Agreement, but rather at Seller shall either (a) assign to Purchaser, all of its right, title and interest in and to any condemnation award if it has not been made and received by Seller prior to the Closing; or (b) credit Purchaser at Closing with the full amount of any condemnation award which has been made and paid to Seller prior to the Closing hereunder (in which latter event, Seller shall be entitled to receive and retain the full amount of the condemnation award (or, if not therefore receivedso paid to it). For purposes of this Section 18.2, the right phrase "material in nature" as it pertains to receive such portion any filed (or threatened in writing to be filed) proceedings in eminent domain shall mean a taking of the award) payable on account Property the value of the taking which exceeds One Million and No/100 Dollars ($1,000,000.00), as determined by an independent appraiser doing business in Oklahoma City, Oklahoma, which appraiser shall be transferred or assigned reasonably satisfactory to Buyer at Closing in the same manner as title to the Property is conveyedSeller and Purchaser.

Eminent Domain. Section 1. If proceedings are currently pending or, before after the Closing proceedings are commenced, for Commencement Date the taking by exercise whole or substantially all of the Subleased Premises shall be taken under the power of eminent domain or by purchase in lieu thereof by any public, quasi-public or private authority, or condemned as unlawful, or suffer any damage that shall entitle Landlord to make a claim for injury to the Building arising to the level of a taking, direct or consequential, all herein referred to as "Taking," then this Sublease shall, at the election of Landlord by written notice to Subtenant, be terminated. Section 2. If after the Commencement Date: (i) the aggregate of all or a part reductions of the Property whichfloor area of the Subleased Premises shall equal or exceed twenty (20%) or more of the original floor area of the Subleased Premises; or (ii) the Building shall be permanently deprived of access by motor vehicle to and from a public street or private way, as reasonably determined by Buyerthen, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended usein either such case, Buyer Subtenant shall have the right, right at its election to terminate this Sublease by giving Landlord notice to Seller of its election within thirty (30) days after Seller gives such event; provided, however, in the case of (ii) that if Landlord shall have undertaken to provide substitute access and Landlord shall have completed the same within thirty (30) days, Subtenant's notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit termination shall be returned to Buyer upon return of the Due Diligence Itemsvoid. Section 3. All damages awarded for any Taking, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except whether for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such whole or a material part of the PropertySubleased Premises, or if Buyer has the right Building or otherwise, shall belong to and be the sole property of the Landlord whether such damages shall be awarded as compensation for diminishing the value of the Subleasehold, fee or otherwise, and Subtenant does hereby assign to Landlord all of its right, title, and interest thereto; provided, however, that Subtenant shall be entitled to receive and retain any amounts which may be specifically awarded to it by reason of the loss of its furniture or trade fixtures or for moving expenses. Subtenant agrees to execute and deliver any document necessary or desirable to confirm Landlord's rights under this Article XVI, Section 3. Section 4. If this Sublease shall not be terminated as provided in Article XVI, Section 1, Landlord shall, within a reasonable period of time after such damage, commence to restore the damage or destruction to the Subleased Premises. Landlord shall proceed with reasonable diligence to the completion of such restoration so that they shall have been restored as nearly as possible to the condition they were in prior to such damage. If Landlord fails to proceed with reasonable diligence or fails to complete restoration within ninety (90) days of its estimated completion date, Subtenant may, as its sole and exclusive remedy, terminate this Agreement pursuant Sublease by written notice to Landlord. If the net award after all costs and expenses incurred by Landlord in the collection thereof shall not be sufficient to restore the Building, Landlord may terminate this Sublease by written notice to that effect to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at Subtenant. Section 5. During the Closingperiod of restoration, the condemnation award (or, if not therefore received, Annual Base Rent reserved hereunder shall be suspended or abated according to the right to receive such portion proportion of the award) payable on account floor area of the taking Subleased Premises rendered unusable and Subtenant's Proportionate Share for all purposes shall be transferred adjusted in accordance with Article III, Section 3. There shall be no abatement or assigned to Buyer at Closing in the same manner as title suspension of Rent hereunder if there shall be no actual physical damage to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoingSubleased Premises, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreementnor, in any case shall there be an abatement of the Due Diligence Items, or in any documents delivered Subtenant's obligation to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed.pay other charges due under this

Eminent Domain. If proceedings are currently pending orA. If, before prior to the Closing proceedings are commencedDate, for the taking by exercise of the power of there shall be any condemnation or eminent domain of all proceedings instituted or a pending against any part of the Property whichrepresenting more than ten percent (10%) of the developable part of the Land or such that the Land (after giving effect to the approval of the Subdivision Plat and such proceedings) would not have insurable vehicular and pedestrian access to the public way known as Xxxxxxx Avenue, as reasonably determined by Buyeror such that Purchaser, in Purchaser’s reasonable determination, would render not be able to develop at least 200 multifamily units on the Property unacceptable remaining part of the Land, then Purchaser may elect to Buyer or unsuitable for Buyer’s intended useterminate this Agreement by written notice given to Seller and Escrow Agent within ten (10) days after Purchaser has received notice from Seller of such proceedings, Buyer shall have the right, by giving which notice Seller agrees to give to Purchaser promptly upon receiving such information. Upon such notice to Seller within thirty (30) days after Seller gives notice and Escrow Agent, so much of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds as is then held by Escrow Agent shall be returned by the Title Company and/or by Seller’s counsel, as applicable, Escrow Agent to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to BuyerPurchaser, and thereafter upon such return, this Agreement shall terminate and be null and void and of no further force or effect, and neither party Purchaser nor Seller shall have any further obligation rights, duties, liabilities or obligations to the other by reason hereof except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise Failure of the power of eminent domain of less than such a material part of the Property, or if Buyer Purchaser to so notify Seller and Escrow Agent within said ten (10) days that Purchaser has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right elected to terminate this Agreement, but rather at shall be deemed to mean that Purchaser has elected not to terminate this Agreement. If Purchaser does not so elect to terminate this Agreement, then the Closing, the condemnation award (or, if not therefore received, the right to receive such portion Closing shall take place as provided herein without abatement of the award) Purchase Price, and there shall be paid or assigned to Purchaser at Closing all interest of Seller in and to any condemnation awards with respect to the Property which have been or may be payable to Seller on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedsuch occurrence.

Eminent Domain. If proceedings are currently pending or, before the Closing proceedings are commenced, for whole of the taking by exercise Demised Premises and Nonexclusive Demised Premises or any part thereof is taken under the power of eminent domain or conveyed under the threat of the power of eminent domain domain, all sums payable thereunder shall belong to and be paid to the Lessor, the Lessee having no right therein, except Lessee shall be entitled to all sums separately payable to the Lessee for its claim for compensation or damages based upon its moving costs and loss of all business. Further, if the whole of the Demised Premises and Nonexclusive Demised Premises or a such part of the Property whichDemised Premises and Nonexclusive Demised Premises so as to substantially interfere with Lessee's use of the Demised Premises and Nonexclusive Demised Premises is taken under the power of eminent domain, as reasonably determined by Buyeror conveyed under the threat of the power of eminent domain, would render then the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, Lessee may terminate this lease by giving the Lessor at least thirty (30) days' written notice prior to Seller within such termination date; provided, however, if no notice is given or if the taking is not substantial (and it shall be conclusively presumed to be not substantial if a partial taking and no notice is given) then in any such event there shall be no abatement of rent reserved hereunder and this lease shall continue in all respects as to the balance of said property. The notice provided for above may be given at any time not later than thirty (30) days after Seller gives notice next following physical possession of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminatePremises and Nonexclusive Premises being taken, the Deposit shall be returned to Buyer upon return of judgment in a condemnation proceeding becoming final or from the Due Diligence Items, all other escrow documents and funds shall be returned date notice by the Title Company and/or by Seller’s counselLessor is given the Lessee of its voluntary conveying, whichever occurs first and as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedcase may be.

Eminent Domain. If proceedings are currently pending or, before (a) The Borrower hereby agrees that it will promptly notify the Closing proceedings are commenced, for the taking by exercise Administrative Agent of the power any actual or threatened initiation of any eminent domain of all or a proceeding as to any part of the Property whichProject and shall deliver to the Administrative Agent copies of any and all papers served or received in connection with such proceedings, as reasonably determined by Buyer, would render and the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer Administrative Agent shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice upon the request and direction of the commencement of Required Lenders, to participate in such proceedings at the expense of the Borrower (including, without limitation, the Administrative Agent's attorney's fees) and the Borrower will execute such documents and take such other steps as required to Buyerpermit such participation. The Administrative Agent is hereby authorized, upon the request and direction of the Required Lenders, to terminate this Agreementadjust, in which event this Agreement shall terminate, compromise and collect any eminent domain award or settle a claim for damages and to apply the Deposit shall be returned same to Buyer upon return the payment of the Due Diligence ItemsRevolving Loans, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, subject to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation provisions of subsection (b) below. (b) The Borrower assigns to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commencedAdministrative Agent, for the taking by exercise benefit of the power Lenders, any proceeds or awards which may become due by reason of eminent domain of less than such a material part any condemnation or other taking for public use of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all whole or any part of the PropertyLand and the Improvements or any rights appurtenant thereto. Notwithstanding anything The Administrative Agent agrees to release the proceeds of any such condemnation award to the contrary Borrower for restoration or repair of the Collateral if the following conditions are met: (i) there exists no Default or Event of Default; (ii) the Borrower presents sufficient evidence to the Administrative Agent that there are sufficient funds from the condemnation proceeds and equity funds, if needed, to completely restore or repair the damaged Collateral; (iii) parties having existing or expected leasehold interests in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any Project constituting 75% of the Due Diligence Itemsgross leaseable square footage in the Project agree in a manner satisfactory to the Administrative Agent that they will continue to extend their interests and arrangements for the contract terms then in effect following the restoration or repair; (iv) all parties having operating, management or franchise interests in, and arrangements concerning, the Land and the Improvements agree that they will continue their interests and arrangements for the contract terms then in effect following the restoration; (v) the Borrower presents sufficient evidence to the Administrative Agent that the damaged Collateral will be restored at least six (6) months prior to the Maturity Date; (vi) the Administrative Agent and the Lenders will not incur any documents delivered liability to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, any other Person as a result of such release of proceeds; (vii) the condemnation award (or, if not therefore received, or proceeds shall be held by the right to receive such portion Administrative Agent and disbursed as the restoration work progresses substantially in accordance with the disbursement procedures of Sections 2.1 and 4.3 of the awardCredit Agreement as if such proceeds were Loans; provided, however, that condemnation awards or proceeds of $100,000 or less will be disbursed directly to the Borrower for restoration or repair; (viii) payable on account the plans and specifications, cost breakdown, construction contract, construction schedule, contractor and payment and performance bond for the work of repair or restoration work must all be acceptable to the Administrative Agent and the Project Administrative Agent; and (ix) the Nordstrom Lease Agreement shall not have been terminated. If the above-referenced conditions of this Section 6.13(b)(i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) are not satisfied within one hundred twenty (120) days of the taking shall be transferred or assigned to Buyer at Closing in date of the same manner as title to the Property is conveyed.taking,

Eminent Domain. If proceedings are currently pending orIf, before at the Closing proceedings are commencedtime of Closing, for any material part of a Property is (or previously has been) acquired, or is about to be acquired, by any governmental agency by the taking by exercise of the power powers of eminent domain or transfer in lieu thereof (or in the event that at such time there is any notice of all any such acquisition or intent to acquire by any such governmental agency) (a part of the Property which“Taking”), as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer Purchaser shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyerat Purchaser’s option, to terminate this AgreementContract by giving written notice within 10 days after Purchaser’s receipt from Seller of notice of the occurrence of such event, in which event and if Purchaser so terminates this Agreement Contract, Purchaser shall terminate, recover the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligationshereunder. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right Purchaser fails to terminate this Agreement Contract within such 10-day period, this transaction shall be closed in accordance with the terms of this Contract for the full Purchase Price and Purchaser shall receive the full benefit of any condemnation award. It is expressly agreed between the parties hereto that this section shall in no way apply to customary dedications for public purposes which may be necessary for the development of a Property, provided that such dedications do not materially adversely affect such Property. Unless this Contract is terminated pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the ClosingSection 12.1, the condemnation award (or, if applicable Seller shall not therefore received, the right to receive such portion of the award) payable settle any claim on account of a Taking without Purchaser’s prior written consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed. If Purchaser fails to deliver such consent to Seller within four (4) Business Days from the taking date of receiving the applicable Seller’s written request for such consent (which request shall be transferred or assigned to Buyer at Closing in the same manner as title accompanied by reasonable documentation relating to the Property is conveyed. Seller settlement of such claim), then Purchaser shall give notice be deemed to Buyer within three (3) business days after have approved and irrevocably waived any objection to the applicable Seller’s receiving notice settlement of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedclaim.

Eminent Domain. If If, at any time prior to the Closing, legal proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the under power of eminent domain of are threatened in writing or are commenced with respect to all or a part any portion of the Property whichProperty, then Seller shall promptly notify Buyer in writing. If such condemnation would have a Material Adverse Effect, then within ten (10) Business Days after receipt of written notice from Seller of such pending condemnation (and if necessary the Closing Date shall be extended as reasonably determined by Buyernecessary to afford Buyer such period), would render Buyer may elect to terminate this Agreement. If this Agreement is not so terminated, then Seller shall assign to Buyer at the Closing any and all proceeds and/or claims on account of such condemnation proceedings, and Buyer shall take title to the Property unacceptable subject to such condemnation proceedings. If Buyer or unsuitable for fails to deliver written notice to Seller of Buyer’s intended useelection within the time period specified in this Section 13, Buyer shall be deemed to have the right, by giving elected to waive its right to terminate under this Section 13. If Buyer delivers written notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, time period specified in this Section 13 electing to terminate this Agreement, in which event then the Escrow shall be canceled, all parties hereto shall be released from further performance of this Agreement shall terminate(with the exception of those provisions or Sections which recite that they survive termination of this Agreement), the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity Deposit and all Development Deposits, to BuyerBuyer and Escrow Holder shall return to each party any and all documents, and thereafter neither if any, which such party shall have any further obligation to the other except for the Surviving Obligationshad deposited with it. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise any portion of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right Property is actually taken by condemnation prior to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, then the condemnation award (or, if not therefore received, term “Real Property” as used herein shall automatically be deemed to exclude the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title property so taken prior to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed.

Eminent Domain. If before Closing with respect to all of the Properties, proceedings are currently pending or, before the Closing proceedings are commenced, commenced or threatened for the taking by exercise of the power of eminent domain of all or a material part of any of the Property Properties which, as reasonably determined by BuyerPurchaser, would render the such Property unacceptable to Buyer or unsuitable for Buyer’s intended usePurchaser as a self-storage facility, Buyer Purchaser shall have the right, by giving written notice to Seller Sellers within thirty five (305) days after Seller gives Sellers give written notice to Purchaser of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned with respect to Buyer upon return any of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party Properties for which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligationsa Closing has not occurred. If proceedings are currently pending or, before the Closing with respect to all of the Properties, proceedings are commenced, commenced or threatened for the taking by exercise of the power of eminent domain of less than such a material part of any of the PropertyProperties, or if Buyer Purchaser has the right to terminate this Agreement pursuant to the preceding sentence but Buyer Purchaser does not exercise such right, then this Agreement shall remain in full force and effect and, at on the ClosingClosing with respect to such Properties, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the each such taking shall be transferred or assigned by Seller to Buyer at Purchaser as part of the Intangible Property and Purchaser and Seller shall proceed to Closing in accordance with the same manner as title to terms of this Agreement without a reduction in the Property is conveyedPurchase Price. Seller Sellers shall give notice to Buyer Purchaser within three ten (310) business days after Seller’s receiving Sellers receive notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence ItemsProperties. Upon a termination of this Agreement pursuant to this Section 13, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server Escrow Agent shall not give Buyer return the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such applicable portion of the award) payable on account of Exxxxxx Money Deposit to Purchaser and the taking parties shall be transferred or assigned have no further liability to Buyer at Closing in the same manner as title one another hereunder with respect to the Property is conveyedProperties for which a Closing has not occurred except to the extent expressly stated otherwise herein.

Eminent Domain. If proceedings are currently pending orIf, before the Closing Date, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of all or a material part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending orIf, before the Closing Date, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at on the ClosingClosing Date, the condemnation award (or, if not therefore theretofore received, the right to receive such portion of the award) payable to Seller on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedBuyer. Seller shall give notice to Buyer within three (3) business days reasonably promptly after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything If necessary, the Closing Date shall be postponed until Seller has given any notice to Buyer required by this section 6.4 and the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed period of thirty (30) days described in this Agreementsection 6.4 has expired. For purposes of this section 6.4, in any a “material part of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server Property” shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion mean a part of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title Property that would materially impair access to the Property is conveyedor would result in decrease the value of the Property by, ten percent (10%) of the Purchase Price or more.

Eminent Domain. If proceedings are currently pending ortitle to or the temporary use of the Leased Premises, before or any part thereof, shall be taken under the Closing proceedings are commenced, for the taking by exercise of or the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, any net proceeds received from any award made in such eminent domain proceedings (after payment of all expenses incurred in such collection) shall be paid to and held by the Trustee under the Indenture. Such proceeds shall be applied in one (1) or more of the following ways: (a) The restoration of the Leased Premises to substantially the same condition as it existed prior to the exercise of that power of eminent domain, or (b) The acquisition, by construction or otherwise, of other improvements suitable for the Lessee’s operations on the Leased Premises and which are in furtherance of the purposes of the Redevelopment Act (the improvements shall be deemed a part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable Leased Premises and available for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents use and funds shall be returned occupancy by the Title Company and/or by Seller’s counsel, Lessee without the payment of any rent other than as applicableherein provided, to the party which delivered them into Escrowsame extent as if such other improvements were specifically described herein and demised hereby). Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation, the Equity Escrow Holder Lessee shall return direct the Escrowed Equity Lessor and the Trustee in writing as to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise which of the power ways specified in this Section the Lessee elects to have the net proceeds of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion applied. Any balance of the award) payable on account net proceeds of the taking award in such eminent domain proceedings not required to be applied for the purposes specified in subsections (a) or (b) above shall be transferred or assigned to Buyer at Closing deposited in the same manner as title sinking fund held by the Trustee under the Indenture and applied to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice repayment of the commencement Bonds. The Lessor shall cooperate fully with the Lessee in the handling and conduct of any prospective or pending condemnation proceedings for with respect to the taking by exercise of the power of eminent domain of all Leased Premises or any part thereof and will to the extent it may lawfully do so permit the Lessee to litigate in any such proceedings in its own name or in the name and on behalf of the PropertyLessor. Notwithstanding anything In no event will the Lessor voluntarily settle or consent to the contrary in settlement of any prospective or pending condemnation proceedings with respect to the forgoing, Leased Premises or any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any part thereof without the written consent of the Due Diligence ItemsLessee, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server which consent shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedunreasonably withheld.

Eminent Domain. If If, at any time prior to the Closing, legal proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the under power of eminent domain of are commenced with respect to all or a part any portion of the Property whichProperty, as reasonably determined then by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving delivering written notice to Seller within thirty three (303) days after Seller gives Buyer’s receipt of written notice of the commencement of such proceedings pending condemnation, Buyer may elect to Buyer, to either (a) terminate this Agreement, in which event or (b) continue this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, and Seller shall assign to Buyer at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable Closing any and all proceeds and/or claims on account of the taking such condemnation proceedings, and Buyer shall be transferred or assigned to Buyer at Closing in the same manner as take title to the Property is conveyed. Seller shall give notice subject to Buyer within three (3) business days after Seller’s receiving notice such condemnation proceedings; provided, however, that in the event the value of the commencement of any proceedings for the taking Property or portion thereof to be taken is reasonably estimated by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything Seller to the contrary in the forgoingbe less than Two Million Dollars ($2,000,000), any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to then Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the have no right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right Seller shall assign to receive such portion of the award) payable Buyer any and all proceeds and/or claims on account of the taking such condemnation proceedings, and Buyer shall be transferred or assigned to Buyer at Closing in the same manner as take title to the Property subject to such condemnation proceedings. If Buyer fails to deliver written notice to Seller of Buyer’s election within the time period specified in this Paragraph 14, Buyer shall be deemed to have elected alternative (b) above. If Buyer properly delivers written notice to Seller within the time period specified in this Paragraph 14 electing alternative (a) above, and provided Buyer is conveyednot in breach or default under this Agreement, the Escrow shall be canceled, all parties hereto shall be released from further performance of this Agreement (with the exception of those provisions or paragraphs which recite that they survive termination of this Agreement), and Escrow Holder shall return to Buyer all or any portion of the Deposit deposited with Escrow Holder (except for the portion constituting the Independent Consideration) and shall return to each party any and all documents which such party had deposited with it.

Eminent Domain. If proceedings are currently pending orIf, before the Closing Date, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of all or a any material part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s 's intended use, Buyer shall have the right, by giving written notice to Seller within thirty fifteen (3015) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents terminate and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation rights or obligations hereunder (except the rights and obligations that expressly survive the termination of this Agreement), and the Deposit (including any interest accrued thereon) shall be returned to the other except for the Surviving ObligationsBuyer. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at on the ClosingClosing Date, the condemnation award (or, if not therefore theretofore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedBuyer. Seller shall give notice to Buyer within three (3) business days promptly after Seller’s 's receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything Buyer shall have a period of fifteen (15) days (or such shorter period as Buyer may elect by giving written notice to Seller) after Seller has given the contrary in notice to Buyer required by this Section 7.4 to evaluate the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any extent of the Due Diligence Items, or in any documents delivered taking and make the determination as to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right whether to terminate this Agreement, but rather at the Closing. If necessary, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking Closing Date shall be transferred or assigned postponed until Seller has given the notice to Buyer at Closing required by this Section 7.4 and the period of fifteen (15) days described in the same manner as title to the Property is conveyedthis Section 7.4 has expired.

Eminent Domain. (a) If proceedings are currently pending or, before at any time prior to the Closing proceedings are Date: a Taking affects all or any part of the Property, or if any proceeding for a Taking is commenced, or if notice of the contemplated commencement of a Taking is given, Seller shall promptly give written notice ("Taking Notice") thereof to Buyer. If the Urbana Property, the Marysville Property and/or the Zanesville Property is (are) Taken, Buyer shall have the right, at its sole option, of terminating this Agreement with respect to the entire Property or with respect only to the Property which has been Taken. If a Taking Notice is given to Buyer less than ten (10) days prior to Closing, at Buyer's option Closing shall be postponed to a date not earlier than ten (10) days after Buyer's receipt of the Taking Notice. (b) If Buyer terminates this Agreement with respect to the entire Property pursuant to this Section 12, Seller and Buyer shall forthwith deliver to the Title Company written instructions to pay the Deposit to Buyer. If Buyer terminates this Agreement with respect to the Urbana Property, the Marysville Property or the Zanesville Property, but not with respect to the entire Property, this Agreement shall continue in effect with respect to the Property as to which Buyer did not terminate and the Purchase Price shall be reduced in the amount of the Allocated Amount for the taking Property as to which Buyer terminated. (c) If this Agreement continues in effect with respect to any of the Properties, the Purchase Price shall be reduced by the total of any awards or damages received by Seller with respect to such Property and Seller shall, at Closing, be deemed to have assigned to Buyer all of Seller's right, title and interest in and to any awards or damages with respect to such Property to which Seller may have become entitled or may thereafter be entitled by reason of any exercise of the power of eminent domain of all or a part of condemnation with respect to or for the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement Taking of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedthereof.

Eminent Domain. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of all or a part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed.)

Eminent Domain. If proceedings are currently pending or, before prior to the Closing proceedings are commencedDate, for the taking by exercise of the power of eminent domain of all or a part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement acquires knowledge of any proceedings for the taking by exercise of the power of eminent domain of pending or threatened action, suit or proceeding to condemn or take all or any part of the PropertyPremises under the power of eminent domain, then Seller shall immediately give notice thereof to Buyer. Notwithstanding anything If such condemnation gives (a) Franchisor the option to terminate either of the contrary Franchise Agreements, or (b) will, upon execution of Buyer's operating lease to Buyer's Tenant (the "Lease"), give Buyer's Tenant the option to terminate the Lease and if Buyer's Tenant exercises such option or refuses to modify the form of the Lease to specifically acknowledge and accept such condemnation, then in either such case this Agreement shall be null and void, and upon notice of the forgoingsame from Buyer to Seller and Escrow Holder, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed the full amount of the Deposit shall be paid by Escrow Holder to Buyer, and all parties shall thereupon be relieved of all further liability hereunder except as expressly provided in this Agreement. If such condemnation does not give (a) Franchisor the option to terminate the Franchise Agreement or (b) Buyer's Tenant the option to terminate the Lease, or if it gives Buyer's Tenant the option to terminate the Lease but Buyer's Tenant waives such option in writing, and if Seller or its lender, if any, agrees to make the proceeds of any condemnation award available for reconstruction of the Due Diligence ItemsImprovements, or then Seller will promptly commence the reconstruction and the parties shall proceed with the Closing in any documents accordance with, and subject to, the terms hereof. All excess proceeds of such condemnation shall be delivered to Buyer at closing or made available to Buyer electronically on Seller’s cloud server shall not give Buyer credited against the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedPurchase Price.

Eminent Domain. If proceedings are currently pending or11.1. If, before the Closing Close of Escrow, proceedings are commenced, commenced (or threatened to commence) for the taking by exercise of the power of eminent domain of all or a material part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit and all interest earned thereon shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving ObligationsBuyer’s indemnification under Section 5. If proceedings are currently pending orIf, before the Closing Close of Escrow, proceedings are commenced, commenced (or threatened to commence) for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the ClosingClose of Escrow, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement (or threatened commencement) of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything At such time as all or a part of the Property is subjected to any such proceedings and Buyer shall not have elected to terminate this Agreement as provided in this Section 11.1, and provided that the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in Inspection Period has expired and Buyer has not otherwise terminated this Agreement, (i) Buyer shall thereafter be permitted to participate in the proceedings as if Buyer were a party to the action, and (ii) Seller shall not settle or agree to any of the Due Diligence Itemsaward or payment pursuant to condemnation, eminent domain, or sale in any documents delivered to Buyer or made available to Buyer electronically on Sellerlieu thereof without obtaining Buyer’s cloud server prior written consent thereto in each case. The provisions of this Section 11.1 shall not give Buyer the right to terminate this Agreement, but rather at survive the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed.

Eminent Domain. If proceedings are currently pending ortitle to or the temporary use of the Leased Premises, before or any part thereof, shall be taken under the Closing proceedings are commenced, for the taking by exercise of or the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, any net proceeds received from any award made in such eminent domain proceedings (after payment of all expenses incurred in such collection) shall be paid to and held by the Trustee under the Indenture. Such proceeds shall be applied in one (1) or more of the following ways: The restoration of the Leased Premises to substantially the same condition as it existed prior to the exercise of that power of eminent domain, or The acquisition, by construction or otherwise, of other improvements suitable for the Lessee's operations on the Leased Premises and which are in furtherance of the purposes of the Act and the Plan (the improvements shall be deemed a part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable Leased Premises and available for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents use and funds shall be returned occupancy by the Title Company and/or by Seller’s counsel, Lessee without the payment of any rent other than as applicableherein provided, to the party which delivered them into Escrowsame extent as if such other improvements were specifically described herein and demised hereby). Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation, the Equity Escrow Holder Lessee shall return direct the Escrowed Equity Lessor and the Trustee in writing as to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise which of the power ways specified in this Section the Lessee elects to have the net proceeds of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion applied. Any balance of the award) payable on account net proceeds of the taking award in such eminent domain proceedings not required to be applied for the purposes specified in subsections (a) or (b) above shall be transferred or assigned to Buyer at Closing deposited in the same manner as title sinking fund held by the Trustee under the Indenture and applied to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice repayment of the commencement Bonds. The Lessor shall cooperate fully with the Lessee in the handling and conduct of any prospective or pending condemnation proceedings for with respect to the taking by exercise of the power of eminent domain of all Leased Premises or any part thereof and will to the extent it may lawfully do so permit the Lessee to litigate in any such proceedings in its own name or in the name and on behalf of the PropertyLessor. Notwithstanding anything In no event will the Lessor voluntarily settle or consent to the contrary in settlement of any prospective or pending condemnation proceedings with respect to the forgoing, Leased Premises or any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any part thereof without the written consent of the Due Diligence ItemsLessee, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server which consent shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedunreasonably withheld.

Eminent Domain. If proceedings are currently pending orIn the event all or any portion of the Real Property, before or any access to the Real Property, or any interest in the Real Property is taken or is threatened to be taken by eminent domain (whether or not an eminent domain proceeding is actually commenced) prior to Closing, Seller shall immediately notify Purchaser in writing, which notice shall include a description in reasonable detail of the property or interest therein to be taken and Seller’s good faith estimate of the cost to repair or restore any damage to or loss of the Real Property which would be occasioned by the taking. In such event, Purchaser may, at its sole election, terminate this Agreement by giving written notice of such election to Seller and the Title Company not later than the earlier of (i) the last business day prior to scheduled Closing Date, provided, however, in no event shall Purchaser be required to give notice of such election sooner than five (5) business days after receipt of the Seller’s notice given pursuant to this paragraph, and the Closing proceedings are commencedshall be adjourned, for if necessary, to accommodate such period, or (ii) the taking by exercise fifteenth (15th) calendar day after Purchaser’s receipt of the power of eminent domain of all or a part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable Seller’s notice given pursuant to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, this paragraph. If Purchaser so elects to terminate this Agreement, in which event this Agreement shall terminate, such portion of the Deposit Exxxxxx Money required to have been deposited by Purchaser as of the date of termination shall be returned to Buyer upon return of the Due Diligence ItemsPurchaser, and all other escrow documents and funds parties shall be returned by released from the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyersubject contract, and thereafter neither party shall have any further obligation rights or obligations under this Agreement except under Section 7, Section 9(b), and this Section 18(c). Purchaser’s failure to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right give timely notice to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking as provided above shall be transferred or assigned deemed to Buyer at Closing be an election to proceed to close the transaction in accordance with the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice terms of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed.

Eminent Domain. If proceedings are currently pending orSeller warrants that Seller has not received notice of any condemnation, before proposed condemnation, or any similar proceeding affecting the Closing proceedings are commencedPike Property. If, for during the taking by exercise period between the Contract Date and the date of Closing, Seller shall receive notice of the power commencement or threatened commencement of eminent domain of any such proceedings against all or a any part of the Property whichPike Property, as reasonably determined by BuyerSeller shall give written notice thereof to Purchaser within two (2) calendar days or its receipt thereof, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer and Purchaser shall have the rightelect, by giving written notice to Seller, delivered to Seller within thirty (30) calendar days after Seller gives notice of the commencement receipt of such proceedings condemnation notice from Seller, either to Buyer, to (a) terminate this AgreementContract, in which event this Agreement shall terminate, the Deposit Xxxxxxx Money shall be returned promptly refunded to Buyer upon return of the Due Diligence Items, all other escrow documents Purchaser and funds shall be returned by the Title Company and/or by Seller’s counsel, (except as applicable, to the otherwise herein expressly provided) no party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party hereto shall have any further obligation rights or obligations hereunder, or (b) close the sale contemplated hereby in accordance with this Contract but subject to such proceedings, in which event the purchase price payable hereunder shall not be affected and Seller shall at Closing pay over to Purchaser all condemnation proceeds or similar compensation theretofore paid to or for the account of Seller and shall assign to Purchaser all right, title and interest of Seller in and to any additional condemnation proceeds or similar compensation thereafter payable. Should Purchaser elect to close the sale contemplated hereby after receipt from Seller of any such notice, all actions taken by Seller with regard to such proceedings including, but not limited to, negotiations, litigation, settlement, appraisals, and appeals, shall be subject to the other except for approval of Purchaser, which approval shall not be unreasonably withheld or delayed. Should Purchaser fail to deliver to Seller the Surviving Obligations. If proceedings are currently pending or, before aforesaid election notice within the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such righttime allowed, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking Purchaser shall be transferred or assigned deemed to Buyer at Closing in have elected to close the same manner as title to sale contemplated hereby on the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed terms and conditions set forth above in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedparagraph.

Eminent Domain. If proceedings are currently pending or11.1. If, before the Closing Close of Escrow, proceedings are commenced, commenced (or threatened to commence) for the taking by exercise of the power of eminent domain of all or a material part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s 's intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit and all interest earned thereon shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving ObligationsBuyer's indemnification under Section 5. If proceedings are currently pending orIf, before the Closing Close of Escrow, proceedings are commenced, commenced (or threatened to commence) for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the ClosingClose of Escrow, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s 's receiving notice of the commencement (or threatened commencement) of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything At such time as all or a part of the Property is subjected to any such proceedings and Buyer shall not have elected to terminate this Agreement as provided in this Section 11.1, and provided that the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in Inspection Period has expired and Buyer has not otherwise terminated this Agreement, (i) Buyer shall thereafter be permitted to participate in the proceedings as if Buyer were a party to the action, and (ii) Seller shall not settle or agree to any of the Due Diligence Itemsaward or payment pursuant to condemnation, eminent domain, or sale in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server lieu thereof without obtaining Buyer's prior written consent thereto in each case. The provisions of this Section 11.1 shall not give Buyer the right to terminate this Agreement, but rather at survive the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed.

Eminent Domain. If proceedings are currently pending orIf, before after the Closing proceedings are commenceddate hereof and prior to the Closing, for the taking by exercise of the power of eminent domain of all or a part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives receives notice of the commencement or threatened commencement of eminent domain or other like proceedings against any portion of the Real Property or the Leased Real Property material to the conduct of the Business, Seller shall immediately notify Purchaser, and Purchaser shall elect within fourteen (14) days from and after such proceedings notice, by written notice to BuyerSeller, either (a) if such portion of the Real Property or the Leased Real Property is located at a Key Facility, not to terminate this Agreementclose the transaction contemplated hereby, in which event except as expressly set forth in Article 13, this Agreement shall terminatebe void and of no further force and effect; (b) to close the transaction contemplated hereby in accordance with its terms but subject to such proceedings, in which event the Final Purchase Price shall not be reduced, and Seller shall assign to Purchaser Seller's rights in any condemnation award or proceeds; or (c) to close the transaction contemplated hereby, excluding, however, the Deposit portion of the Real Property or Leased Real Property subject to such proceedings with a corresponding reduction in the Purchase Price applicable to such Real Property or Leased Real Property so excluded. Purchaser shall be returned deemed to Buyer upon return have elected to close the transaction contemplated hereby in accordance with clause (b) of this Section 4.7 if either: (a) Seller has received any notice of the Due Diligence Itemstype described in the first sentence of this Section 4.7, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, but with respect to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise an immaterial portion of the power of eminent domain of less than such a material part of Real Property or the Leased Real Property; or (b) with respect to any other notice described in the first sentence hereof, or if Buyer has Seller does not make the right to terminate this Agreement pursuant to election described in the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at within the Closing, the condemnation award aforesaid fourteen (or, if not therefore received, the right to receive such portion of the award14) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedday period.

Eminent Domain. If proceedings are currently pending orIf, before the Closing Date, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of all or a material part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving written notice to Seller within thirty sixty (3060) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall automatically terminate, the Deposit shall be returned to Buyer upon return without any further action required from either Party, Buyer and Seller shall each be liable for one-half of the Due Diligence Items, all other any escrow documents fees or charges and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party Party shall have any further obligation to the other except for the Surviving Obligationscontinuing obligations hereunder. If proceedings are currently pending orIf, before the Closing Date, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at on the ClosingClosing Date, the condemnation award (or, if not therefore theretofore received, the right to receive such portion of the award) payable on account of the taking shall be transferred assigned, or assigned to Buyer at Closing in the same manner as title to the Property is conveyedpaid to, Buyer. Seller shall give written notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary The foregoing notwithstanding, in the forgoingevent the taking results in the cancellation of, or rent abatement under, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this AgreementLease, in any of Buyer shall have the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right option to terminate this Agreement, but rather at . The provisions of this Section 11 shall survive the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed.

Eminent Domain. If proceedings are currently pending orIf, before prior to the Closing proceedings are commenceddate of any closing hereunder, for the taking by exercise of the power of eminent domain of proceedings shall be threatened or commenced against all or a any part of the Property whichPremises, as reasonably determined by BuyerSeller agrees that it shall give notice of such event to Purchaser within ten (10) days after Seller receives official notice thereof. In such event, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer Purchaser shall have the right, by giving notice to Seller within thirty (30) days after Seller gives such notice of to (a) elect to proceed with the commencement of such proceedings to Buyertransaction, or (b) elect to terminate this Agreement, in which event this Agreement shall terminate, the Escrow Deposit shall be forthwith returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to BuyerPurchaser, and thereafter neither party the parties shall have no further obligations or liabilities hereunder, except those obligations and liabilities which survive the closing as specified herein. If Purchaser fails to so exercise either option (a) or (b) within said thirty (30) day period, Purchaser shall be deemed to have selected option (a). If option (a) applies, the Purchaser shall be entitled to receive any further obligation to payments made by the other except condemning authority for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise value of the power of eminent domain of less than such a material part of land taken from the PropertyPremises. Except as specifically described in the preceding sentence, or if Buyer has Seller reserves exclusively all right, title and interest, including the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force pursue any and effect and, at the Closing, the condemnation award (or, if not therefore received, all causes of action and damage claims and the right to receive such portion any and all compensation or damage awards, arising from condemnation, threat of the award) payable on account of the taking shall be transferred or assigned condemnation, condemnation blight, and any other damage claims arising from any condemnation action, and Purchaser hereby assigns exclusively to Buyer at Closing in the same manner as Seller all right, title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything to the contrary in the forgoingand interest, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer including the right to terminate this Agreement, but rather at the Closing, the condemnation award (or, if not therefore received, pursue any and all causes of action and damage claims and the right to receive such portion any and all compensation or damage awards, arising from condemnation, threat of condemnation, condemnation blight, and any other damage claims arising from any condemnation action. It is the intent of the award) payable on account parties that Seller be considered the "owner" for the pursuit of any and all causes of action and damage claims arising from condemnation, threat of condemnation, condemnation blight, and any other damage claims arising from any condemnation action. Further, it is the intent of the taking parties that the assignment and reservation set forth herein shall be transferred or assigned to Buyer at Closing in deemed covenants running with the same manner as title to land that shall be binding upon the Property is conveyed.heirs, successors and assigns of the parties. The provisions of this paragraph 11 shall survive the Closing,

Eminent Domain. If proceedings are currently pending orIf, before the Closing Date, proceedings are commenced, commenced for the taking by exercise of the power of eminent domain of all or a any part of the Property which, as reasonably determined by Buyer, would render the Real Property unacceptable to Buyer or unsuitable for Buyer’s 's intended useuse as an office building, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate. If such proceedings are commenced and such taking would render the Real Property unsuitable for Seller's use under the Lease, as reasonably determined by Seller, Seller shall have the Deposit right, by giving notice to Buyer within thirty (30) days after commencement of such proceedings, to terminate this Agreement, in which event this Agreement shall terminate. If either Buyer or Seller terminate this Agreement pursuant to this section 7.4, Seller shall thereupon pay Buyer an amount equal to all of Buyer's costs calculated in accordance with section 9.3(b), and the condemnation award shall be returned paid to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer and/or Seller has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise neither party exercises such right, then this Agreement shall remain in full force and effect and, at on the ClosingClosing Date, the condemnation award (or, if not therefore theretofore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyedBuyer. Seller shall give notice to Buyer within three (3) business days immediately after Seller’s 's receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. Notwithstanding anything Buyer shall have a period of thirty (30) days (or such shorter period as Buyer may elect by giving notice to Seller) after Seller has given the contrary in notice to Buyer required by this section 7.4 to evaluate the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any extent of the Due Diligence Items, or in any documents delivered taking and make the determination as to Buyer or made available to Buyer electronically on Seller’s cloud server shall not give Buyer the right whether to terminate this Agreement, but rather at the Closing. If necessary, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking Closing Date shall be transferred or assigned postponed until Seller has given the notice to Buyer at Closing required by this section 7.4 and the period of thirty (30) days described in the same manner as title to the Property is conveyedthis section 7.4 has expired.