Common use of CASUALTY LOSS AND CONDEMNATION Clause in Contracts

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00), Purchaser shall have the option either to terminate this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable thereto.

CASUALTY LOSS AND CONDEMNATION. If, prior to the Closing, the Property all or any part thereof shall be condemned, or portion of the Properties is destroyed or materially damaged by fire or other casualty or if any portion of the Properties shall be taken by condemnation or under the right of eminent domain (that is, all of which are herein called "Casualty Loss" and limited to property damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00taking only), Purchaser Buyer and Seller must agree prior to Closing either (i) to delete that portion of the Properties which is subject to the Casualty Loss from the Properties, and the Purchase Price shall be reduced by the Allocated Value as set out in Schedule 3.1, or (ii) for Buyer to proceed with the purchase of such Properties, notwithstanding any such destruction or taking (without reduction of the Purchase Price) in which case Seller shall pay, at the Closing, to Buyer all sums paid to Seller by third parties by reason of the destruction or taking of such Properties and shall assign, transfer and set over unto Buyer all insurance proceeds received by Seller as well as all of the right, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from third parties arising out of such destruction or taking; provided, however, if the value of that portion of the Properties affected by the Casualty Loss, not to exceed that Allocated Value in Schedule 3.1, exceeds five percent (5%) of the Purchase Price, Buyer and Seller shall each have the option either right to terminate this Agreement or upon written notification to consummate the other, the transaction contemplated by this Agreement notwithstanding such condemnationshall not close, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement Buyer’s Performance Deposit shall be refunded, and if the Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the thereafter neither Buyer nor Seller prior to Closing. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights liability or further obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereofother hereunder. Prior to Closing, Seller shall either repair such damage prior to Closing ornot voluntarily compromise, at Purchaser's option, either assign all insurance claims pertaining to such damage settle or destruction to Purchaser adjust any amounts payable by executing and delivering to Purchaser at Closing and thereafter all required proofs reason of loss, assignments any Casualty Loss without first obtaining the written consent of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable theretoBuyer.

CASUALTY LOSS AND CONDEMNATION. If, prior to the Closing, the Property all or any part thereof shall be condemned, or portion of the Assets is destroyed or materially damaged by fire or other casualty or if any portion of the Assets shall be taken by condemnation or under the right of eminent domain (that is, all of which are herein called "Casualty Loss" and limited to property damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00taking only), Purchaser Buyer and Seller must agree prior to Closing either (i) to delete that portion of the Assets which is subject to the Casualty Loss from the Assets, and the Purchase Price shall be reduced by the value allocated to the deleted interest as set out in Exhibit “B,” or (ii) for Buyer to proceed with the purchase of such Assets, notwithstanding any such destruction or taking (without reduction of the Purchase Price) in which case Seller shall pay, at the Closing, to Buyer all sums paid to Seller by third parties by reason of the destruction or taking of such Assets and shall assign, transfer and set over unto Buyer all insurance proceeds received by Seller as well as all of the right, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from third parties arising out of such destruction or taking. If the allocated value of that portion of the Assets affected by the casualty Loss as shown on Exhibit “B” exceeds two million five hundred thousand dollars ($2,500,000.00), Buyer and Seller shall each have the option either right to terminate this Agreement or upon written notification to consummate the other, the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement shall not close and if the Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the thereafter neither Buyer nor Seller prior to Closing. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights liability or further obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereofother hereunder. In the event of such termination, Seller shall either repair such damage prior return the Performance Deposit to Closing orBuyer, at Purchaser's optionwithout interest. Prior to Closing, either assign all insurance claims pertaining to such damage Seller shall not voluntarily compromise, settle or destruction to Purchaser adjust any amounts payable by executing and delivering to Purchaser at Closing and thereafter all required proofs reason of loss, assignments any Casualty Loss without first obtaining the written consent of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable theretoBuyer.

CASUALTY LOSS AND CONDEMNATION. If, prior to the Closing, the Property Properties or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty (that is, damage or destruction which Purchaser reasonably believes could be in excess of One Hundred Thousand and 00/100 Dollars $25,000.00100,000.00), Purchaser Contributor shall immediately so notify Acquiror and Acquiror shall have the option either to terminate this Agreement upon written notice to Contributor or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser Acquiror elects to consummate the transaction contemplated by this Agreement Agreement, Acquiror shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and if receive the Sellerproceeds of insurance applicable thereto, as of and Contributor shall, at the Closing Dateand thereafter as necessary, has not received the insurance proceeds or condemnation proceeds related execute and deliver to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser Acquiror all required proofs of loss, assignments of claim and/or proceeds claims and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser Acquiror elects to terminate this Agreement, the Xxxxxxx Money shall be returned to Acquiror by Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be of One Hundred Thousand and 00/100 Dollars $25,000.00 100,000.00 or less) to the Property Properties or any part thereof, Seller Contributor shall either repair such damage prior to the Closing or, at PurchaserAcquiror's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser Acquiror by executing and delivering to Purchaser Acquiror at the Closing and thereafter as necessary all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repairitems. If Purchaser Acquiror elects to take an assignment of all insurance claims as provided for in this Section 6aforesaid, Purchaser Acquiror shall receive at the Closing a credit against the Purchase Price Contribution Consideration in an amount equal to any deductible(s) and uninsured amounts applicable thereto.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be condemned, or destroyed or materially damaged The risk of loss by fire or other casualty (that is, damage or destruction which Purchaser reasonably believes could to the Property shall be in excess of $25,000.00), Purchaser borne by Seller until the Closing has occurred. Buyer shall have the option either to terminate this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser Buyer elects to consummate the transaction contemplated by this Agreement and if Agreement, Buyer shall be entitled to receive the Seller, as of the Closing Date, has not received the insurance condemnation proceeds or condemnation receive the proceeds related to such damageof insurance applicable thereto with no reduction in Purchase Price, destruction or condemnation, then Sellerand Seller shall, at ClosingClosing and thereafter, shall assign all insurance claims pertaining execute and delivery to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser Buyer all required proofs of loss, assignments of claim and/or claims and proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser Buyer elects to terminate this Agreement, Buyer shall send a written notice of such termination to Seller within 20 business days after receiving written notice from Seller that the Property or any part thereof has been condemned, or destroyed or materially damaged by fire or other casualty in excess of One Hundred Thousand Dollars ($100,000.00), in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that iscondemnation, damage or destruction of an amount which Purchaser reasonably believes could be is One Hundred Thousand Dollars ($25,000.00 100,000.00) or less) less to the Property or any part thereof, Seller shall either repair such damage to Buyer's satisfaction prior to Closing or, at Purchaser's Seller’s option, either assign all insurance claims pertaining to such condemnation, damage or destruction to Purchaser Buyer by executing and delivering to Purchaser Buyer at Closing and thereafter all required proofs of loss, assignments of claims and proceeds and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repairitems. If Purchaser Seller elects to take an assignment of all assign insurance claims as provided for in this Section 6aforesaid, Purchaser Buyer shall receive a credit at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable thereto. Notwithstanding the foregoing, in the case of condemnation, if Seller repairs the damage, if any, to the Property due to the condemnation, Buyer shall be entitled to the difference between the condemnation proceeds and the cost to Seller to repair such damage.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Real Property or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty, or if any proceeding shall be instituted for the taking in condemnation or by eminent domain of any material portion of the Real Property, the Owners shall promptly so notify Xxxxx. In the event the effect of such condemnation proceeding or casualty is “Material” (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00hereinafter defined), Purchaser Xxxxx shall have the option by written notice to the Owners within fifteen (15) days of receipt of the Owners’ notice to Xxxxx, either to terminate this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damagedamage (and the Closing Date shall be extended as necessary). If the Purchaser Xxxxx elects to consummate the transaction contemplated by this Agreement or fails to timely elect to terminate this Agreement, or if a casualty or condemnation is not Material, Xxxxx shall be entitled (a) in the event of a condemnation, to receive the condemnation proceeds and if the Seller, as an assignment of the Closing Dateright to receive any unpaid condemnation claims and proceeds, has not received to the extent such claims and proceeds are payable to any Owner rather than any Company, and (b) in the event of a casualty, to an assignment of the claims and proceeds of insurance applicable thereto (to the extent such claims and proceeds or condemnation proceeds related are payable to any Owner rather than any Company, and in such damageevent, destruction or condemnation, then Sellersuch Owner shall, at Closing, shall assign execute and deliver to Xxxxx all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required customary proofs of loss, assignments of claim and/or proceeds claims and other similar items. If ) and the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, Owners shall allow Purchaser give Xxxxx a credit against the Purchase Price in an amount equal to the amount of any deductible under the applicable insurance policies. Any proceeds (together with an amount equal or awards paid to any deductible(s) and uninsured amounts) Company after the date hereof in connection with a casualty or condemnation shall not be distributed to the members of such Company without the consent of Xxxxx (which consent may be withheld in Mill’s sole discretion), but such Company shall be entitled to use any such proceeds received or awards to repair any damage done by such casualty or condemnation to its portion of the Seller Real Property. If, upon a Material condemnation or casualty prior to Closing. If Purchaser , Xxxxx timely elects to terminate this Agreement, the Xxxxxxx Money shall be returned to Xxxxx, in which event this Agreement shall, without further action of the parties, become null and void and neither no party shall have any further rights or obligations under this Agreement, except for those obligations which specifically by their express terms survive the termination of this Agreement. For purposes of this provision, a condemnation or casualty loss shall be deemed to be “Material” in the event that (i) the value of the Property taken or the cost of repairing or restoring the portion of the Property in question would be greater than Ten Million and No/100 Dollars ($10,000,000.00); ); (ii) more than five percent (5%) of the gross leaseable area of the building located on the Property is condemned or destroyed or damaged by the fire or other casualty; (iii) more than five percent (5%) of the parking spaces on the Property are condemned and no alternative or replacement parking spaces are provided or undertaken to be provided by the Owners; (iv) an Anchor has the right to terminate its Lease and does not waive such right to terminate its Lease; or (v) such loss deprives the Property of access to public roads in a manner that permanently materially and adversely affects the value of the applicable Property; provided, however, that for purposes of this sentence and the following sentence only, the term “Property” shall be deemed to mean either (A) the Southdale Real Property together with the Mervyn’s Real Property, or (B) the Southridge Real Property together with the Younkers Real Property. If there any Material condemnation proceeding or casualty occurs with respect to a Property and Xxxxx does not elect to terminate this Agreement, the Owners agree that they will allow Xxxxx to participate in the negotiations regarding the settlement of any claim for proceeds resulting from that casualty or condemnation and will not settle any such claim without obtaining Xxxxx’ prior written consent, which consent will not be unreasonably withheld, conditioned or delayed. In addition, the Owners agree that, without obtaining Xxxxx’ prior written consent, which consent will not be unreasonably withheld, conditioned or delayed, they will not make any repairs to, or otherwise restore, the Property, other than repairs required to protect the health or safety of any person or property at such Property and except as required by the terms of any Lease, REA Documents or other agreement to which any Owner or Company is any other damage a party or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) is otherwise applicable to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs Property. The provisions of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser 7 shall receive at Closing a credit against supersede the Purchase Price in an amount equal to provisions of any deductible(s) law regarding the allocation of the risk of loss between purchasers and uninsured amounts applicable theretosellers.

CASUALTY LOSS AND CONDEMNATION. If, prior to the Closing, the Property all or any part thereof shall be condemned, or portion of the Scheduled Interests is destroyed or materially damaged by fire or other casualty or if any portion of the Assets shall be taken by condemnation or under the right of eminent domain (that is, all of which are herein called “Casualty Loss” and limited to property damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00taking only), Purchaser Buyer and Seller must agree prior to Closing either (i) to delete that portion of the Scheduled Interests which is subject to the Casualty Loss from the Assets, and the Purchase Price shall be reduced by the value allocated to the deleted interest as set out in Exhibit “C,” or (ii) for Buyer to proceed with the purchase of such Scheduled Interests, notwithstanding any such destruction or taking (without reduction of the Purchase Price) in which case Seller shall pay, at the Closing, to Buyer all sums paid to Seller by third parties by reason of the destruction or taking of such Scheduled Interests and shall assign, transfer and set over unto Buyer all insurance proceeds received by Seller as well as all of the right, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from third parties arising out of such destruction or taking. If the Allocated Value of that portion of the Scheduled Interests affected by the Casualty Loss as shown on Exhibit “C” exceeds Seven Hundred Fifty Thousand and No/100 dollars ($750,000.00), Buyer and Seller shall each have the option either right to terminate this Agreement or upon written notification to consummate the other, the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement shall not close and if the Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the thereafter neither Buyer nor Seller prior to Closing. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights liability or further obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereofother hereunder. In the event of such termination, Seller shall either repair such damage prior return the Escrow Deposit to Closing orBuyer, at Purchaser's optionwithout interest. Prior to Closing, either assign all insurance claims pertaining to such damage Seller shall not voluntarily compromise, settle or destruction to Purchaser adjust any amounts payable by executing and delivering to Purchaser at Closing and thereafter all required proofs reason of loss, assignments any Casualty Loss without first obtaining the written consent of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable theretoBuyer.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be condemned, condemned or destroyed or materially damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If the reasonably estimated cost to repair or restore the Property as a result of such condemnation or casualty exceeds Two Hundred Fifty Thousand Dollars (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00250,000.00) (a "Material Loss"), Purchaser shall have the option either to terminate this Agreement by giving notice to Seller within fifteen (15) days of Seller's request that the option be exercised. If the condemnation, destruction or damage does not result in a Material Loss, or if Purchaser fails to terminate this Agreement following a Material Loss as provided herein, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if is consummated, Purchaser shall be entitled to receive the Seller, as of the Closing Date, has not received the insurance condemnation proceeds or condemnation proceeds related settle the loss under all policies of insurance applicable to such damage, the destruction or condemnationdamage and receive the proceeds of insurance applicable thereto, then Sellerand Seller shall, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount any applicable deductibles and shall also execute and deliver to Purchaser all customary proofs of insurance proceeds (together with an amount equal to any deductible(s) loss, assignments of claims and uninsured amounts) or condemnation proceeds received by the Seller prior to Closingother similar items. If Purchaser elects to terminate this AgreementAgreement as a result of a Material Loss, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, Agreement except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as otherwise provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s6 and 8(A) and uninsured amounts applicable theretobelow.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any material part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty, Seller shall promptly so notify Purchaser. In the event the effect of such condemnation or casualty occurring prior to the end of the Closing is material (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00as hereinafter defined), Purchaser shall have the option either to terminate this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement or if a casualty or condemnation is immaterial, Purchaser may not terminate this Agreement but, providing Closing occurs, Owner shall be entitled (a) in the event of a condemnation, to receive and if retain after Closing the Sellercondemnation proceeds, as subject to the prior rights thereto of Existing Lender under the Existing Loan Documents; and (b) in the event of a casualty, to settle the loss after Closing under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable thereto, subject to the prior rights thereto of Existing Lender under the Existing Loan Documents; provided, however, that in the event Existing Lender applies any such insurance proceeds in reduction of the Closing Date, has not received principal balance of the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnationExisting Loan in accordance with the provisions of the Existing Loan Documents, then Seller, Purchaser shall be entitled at Closing, shall assign all insurance claims pertaining Closing to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of the insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) so applied. If, upon a material condemnation or condemnation proceeds received by the Seller casualty prior to Closing. If , Purchaser elects to terminate this Agreement, the Down Payment shall be returned to Purchaser by Seller, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, except for those obligations which specifically survive termination . For purposes of this Agreement. If there is any other damage provision, a condemnation or destruction casualty loss shall be deemed to be "material" if (that isi) the cost of repairing or restoring the premises in question would be, damage in the opinion of an independent architect selected by Seller and reasonably approved by Purchaser, equal to or destruction which Purchaser reasonably believes could be greater than One Million and No/100 Dollars ($25,000.00 or less1,000,000.00), (ii) such loss would materially and detrimentally impair access to the Property or any part thereofits improvements or common areas after Closing, Seller shall either repair (iii) such damage prior to Closing orloss results in the termination of the Lease of an Anchor Tenant or (iv) such loss results in the termination of Leases for other tenants occupying, at Purchaser's optionin the aggregate, either assign all insurance claims pertaining to such damage fifteen percent (15%) or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs more of loss, assignments the gross leasable area of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost Property. The provisions of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser 7 shall receive at Closing a credit against supersede the Purchase Price in an amount equal to provisions of any deductible(s) Law regarding the allocation of the risk of loss between buyers and uninsured amounts applicable theretosellers.

CASUALTY LOSS AND CONDEMNATION. Prior to Closing, the risk of loss shall remain with Sellers. If, prior to Closing, the Property or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty, Sellers shall promptly so notify Purchaser. If any Property or any part thereof shall be condemned such that damages are in excess of $250,000 (as determined by Sellers in good faith) or if the Property or any part thereof shall be destroyed or damaged by fire or other casualty (that is, damage or destruction the repair of which Purchaser reasonably believes could be would cost in excess of $25,000.00250,000 (as determined by Sellers in good faith), Purchaser shall have the option either to terminate this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding then, within twenty (20) days of such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction casualty or condemnation, then SellerSellers shall notify Purchaser of its good faith determination of the resulting damages. At the option of either Sellers or Purchaser, which option shall be exercisable, if at Closingall, shall assign all insurance claims pertaining by written notice thereof to the other party within ten (10) business days after Purchaser receives written notice of such damage fire, earthquake or destruction other casualty or condemnation and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs Sellers' good faith determination of lossresulting damages, assignments of claim and/or proceeds and other similar itemsthis Agreement may be terminated. If the either Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser elects Sellers elect to terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser by Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement. In the event that neither Purchaser nor Sellers exercise the option to terminate the Agreement set forth above, except for those obligations which specifically survive termination or if the condemnation or casualty is below the $250,000 threshold described above, then the Closing shall take place on the Closing Date and Purchaser shall be entitle to receive the condemnation proceeds in the event of this Agreement. If there is any other damage a condemnation, or destruction (that isin the event of a casualty, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price payable at Closing in an the total amount equal of the estimated proceeds to Sellers under any applicable hazard or other insurance policy or policies in effect with respect to the Property, (including, without limitation, a credit for the estimated amount of lost rental income subsequent to the Closing Date, if any,) all as determined by the applicable insurance representatives, PLUS the amount of any applicable deductibles MINUS any sums expended by Sellers in repairs or restoration; provided, however that in no event shall the total credit to Purchaser exceed the amount of the loss. In addition, in the event of the foregoing, Purchaser shall deliver to Sellers at Closing a release in form reasonably estimated cost of a repairsatisfactory to Sellers whereby Purchaser releases Sellers from all ongoing liability and/or claims in connection with such condemnation or casualty. If Purchaser elects Notwithstanding anything to take an assignment of all insurance claims as provided for the contrary contained in this Section 65, in the event any condemnation below the $250,000 threshold described above either (i) prohibits, as a matter of applicable law, the rebuilding or repair of the Property as it currently exists or (ii) prevents access to the Property from a publicly dedicated street, then Purchaser may elect to terminate this Agreement by written notice thereof to Sellers within ten (10) business days of such determination, and upon the exercise of such option by Purchaser, this Agreement shall receive at Closing a credit against become null and void, the Purchase Price in an amount equal Xxxxxxx Money shall be returned to Purchaser and neither party shall have any deductible(s) and uninsured amounts applicable theretofurther liability or obligations hereunder, except those that expressly survive termination.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be condemned, condemned or destroyed or materially damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If the reasonably estimated cost to repair or restore the Property as a result of such condemnation or casualty exceeds Two Hundred Fifty Thousand Dollars (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00250,000.00) (a "Material Loss"), Purchaser shall have the option either to terminate this Agreement by giving notice to Seller within fifteen (15) days of Seller's request that the option be exercised. If the condemnation, destruction or damage does not result in a Material Loss, or if Purchaser fails to terminate this Agreement following a Material Loss as provided herein, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if is consummated, Purchaser shall be entitled to receive the Seller, as of the Closing Date, has not received the insurance condemnation proceeds or condemnation proceeds related settle the loss under all policies of insurance applicable to such damage, the destruction or condemnationdamage and receive the proceeds of insurance applicable thereto, then Sellerand Seller shall, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount any applicable deductibles and shall also execute and deliver to Purchaser all customary proofs of insurance proceeds (together with an amount equal to any deductible(s) loss, assignments of claims and uninsured amounts) or condemnation proceeds received by the Seller prior to Closingother similar items. If Purchaser elects to terminate this AgreementAgreement as a result of a Material Loss, the Exxxxxx Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, Agreement except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as otherwise provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s6 and 8(A) and uninsured amounts applicable theretobelow.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty (that is, damage or destruction which Purchaser Seller reasonably believes estimates could be cost in excess of $25,000.001,000,000.00 to repair or restore or which materially impedes access to the Premises or any material part thereof), Purchaser shall have the option either to terminate this Agreement or Agreement, which shall be exercised by delivering written notice thereof to consummate Seller within ten (10) days following the transaction contemplated by this Agreement notwithstanding such condemnation, destruction date Purchaser receives written notice of the condemnation or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser elects to terminate this AgreementAgreement pursuant to this Section 6, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, and this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, Agreement except for those obligations which specifically the provisions hereof expressly survive the Closing or earlier termination of this Agreement (hereinafter collectively, the “Surviving Obligations”). If Purchaser elects not to terminate this Agreement, the parties shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage, and Purchaser shall be entitled to receive all of the condemnation proceeds or, after Closing, to settle the loss under all policies of insurance applicable to the destruction or damage and receive all of the proceeds of insurance applicable thereto. Seller shall, at Closing and thereafter, execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items. If there is any other damage or destruction (that is, damage or destruction which Purchaser Seller reasonably believes estimates could be cost $25,000.00 1,000,000.00 or less) less to repair or restore, or which does not materially impede access to the Property or any material part thereof), Seller shall either completely repair such damage prior to Closing in a manner reasonably satisfactory to Purchaser or, at Purchaser's ’s option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items items, or allow Purchaser a credit against the Purchase Price in an amount equal to the Purchaser’s and Seller’s mutual reasonably estimated cost of a repair. If Purchaser Seller elects to take an assignment of assign all insurance claims to Purchaser as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price Cash Balance in an amount equal to any deductible(s) and uninsured amounts applicable thereto. Notwithstanding anything herein, Seller shall be entitled to receive and retain, and shall not be required to assign, any insurance proceeds for loss of the rents applicable to the period preceding Closing.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closingthe end of the Review Period, the Property or any material part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty, Seller shall promptly so notify Purchaser. In the event the effect of such condemnation or casualty occurring prior to the end of the Review Period is material (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00as hereinafter defined), Purchaser shall have the option either to terminate this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and or if a casualty or condemnation is immaterial or occurs after the Seller, as end of the Review Period, Purchaser may not terminate this Agreement but, providing Closing Dateoccurs, has not received shall be entitled (a) in the insurance proceeds or condemnation proceeds related to such damage, destruction or event of a condemnation, then to receive the condemnation proceeds, subject to the prior rights thereto of Existing Lender under the Existing Loan Documents and the Ground Lessor under the Ground Lease; provided, however, that in the event any portion of any condemnation award relates solely to Seller, at Closing, shall assign all insurance claims pertaining to 's leasehold interest under the Ground Lease and either Ground Lessor retains such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If portion in accordance with the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as terms of the Closing Date, has received Ground Lease or Lender applies such portion in reduction of the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnationprincipal balance of the Existing Loan in accordance with the provisions of the Existing Loan Documents, then Seller, Purchaser shall be entitled at Closing, shall allow Purchaser Closing to a credit against the Purchase Price in an amount equal to the amount of such portion; and (b) in the event of a casualty, to settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable thereto, subject to the prior rights thereto of Existing Lender under the Existing Loan Documents, and Seller shall, at Closing, execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar items; provided, however, that in the event Existing Lender applies any such insurance proceeds (together in reduction of the principal balance of the Existing Loan in accordance with an the provisions of the Existing Loan Documents, then Purchaser shall be entitled at Closing to a credit against the Purchase Price in the amount equal to any deductible(s) and uninsured amounts) of the insurance proceeds so applied. If, upon a material condemnation or condemnation proceeds received by the Seller casualty prior to Closing. If the end of the Review Period, Purchaser elects to terminate this Agreement, the Initial Down Payment shall be returned to Purchaser by the Seller, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, except for those obligations which specifically survive termination . For purposes of this Agreement. If there is any other damage provision, a condemnation or destruction casualty loss shall be deemed to be "material" if (that isi) the cost of repairing or restoring the premises in question would be, damage in the opinion of an independent architect selected by Seller and reasonably approved by Purchaser, equal to or destruction which Purchaser reasonably believes could be greater than One Million and No/100 Dollars ($25,000.00 or less1,000,000.00), (ii) such loss would materially and detrimentally impair access to the Property or any part thereofits improvements or common areas after Closing, Seller shall either repair or (iii) such damage prior to Closing orloss results in the termination of the Lease of an Anchor Tenant or (iv) such loss results in the termination of Leases for other tenants occupying, at Purchaser's optionin the aggregate, either assign all insurance claims pertaining to such damage fifteen percent (15%) or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs more of loss, assignments the gross leasable area of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost Property. The provisions of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser 7 shall receive at Closing a credit against supersede the Purchase Price in an amount equal to provisions of any deductible(s) Law regarding the allocation of the risk of loss between buyers and uninsured amounts applicable theretosellers.

CASUALTY LOSS AND CONDEMNATION. Prior to Closing, the risk of loss shall remain with Seller. If, prior to Closing, the Property or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If the Property or any part thereof shall be condemned such that damages are in excess of $500,000 (as determined by Seller in good faith) or if the Property or any part thereof shall be destroyed or damaged by fire or other casualty (that is, damage or destruction the repair of which Purchaser reasonably believes could be would cost in excess of $25,000.00500,000 (as determined by Seller in good faith), Purchaser shall have then, at the option either of Purchaser, which option shall be exercisable, if at all, by written notice thereof to terminate Seller within ten (10) business days after Purchaser receives written notice of such fire, earthquake or other casualty or condemnation and Seller's good faith determination of resulting damages, this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closingmay be terminated. If Purchaser elects to terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser by Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement. In the event that Purchaser does not exercise the option to terminate the Agreement set forth above, except for those obligations which specifically survive termination or if the condemnation or casualty is below the $500,000 threshold described above, then the Closing shall take place on the Closing Date and Purchaser shall be entitled to receive the condemnation proceeds in the event of this Agreement. If there is any other damage a condemnation, or destruction (that isin the event of a casualty, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price payable at Closing in an the total amount equal of the estimated proceeds to Seller under any applicable hazard or other insurance policy or policies in effect with respect to the Property, (including, without limitation, a credit for the estimated amount of lost rental income subsequent to the Closing Date, if any,) all as determined by the applicable insurance representatives, PLUS the amount of any applicable deductibles MINUS any sums expended by Seller in repairs or restoration; provided, however that in no event shall the total credit to Purchaser exceed the amount of the loss. In addition, in the event of the foregoing, Purchaser shall deliver to Seller at Closing a release in form reasonably estimated cost of a repairsatisfactory to Seller whereby Purchaser releases Seller from all ongoing liability and/or claims in connection with such condemnation or casualty. If Purchaser elects Notwithstanding anything to take an assignment of all insurance claims as provided for the contrary contained in this Section 65, in the event any condemnation below the $500,000 threshold described above either (i) prohibits, as a matter of applicable law, the rebuilding or repair of the Property as it currently exists or (ii) prevents access to the Property from a publicly dedicated street, then Purchaser may elect to terminate this Agreement by written notice thereof to Seller within ten (10) business days of such determination, and upon the exercise of such option by Purchaser, this Agreement shall receive at Closing a credit against become null and void, the Purchase Price in an amount equal Xxxxxxx Money shall be returned to Purchaser and neither party shall have any deductible(s) and uninsured amounts applicable theretofurther liability or obligations hereunder, except those that expressly survive termination.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Real Property or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty, Seller shall promptly so notify Purchaser. In the event the effect of such condemnation or casualty occurring prior to Closing is "Material" (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00hereinafter defined), Purchaser shall have the option by written notice to Seller within ten (10) days of receipt of Seller's notice to Purchaser, either to terminate this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damagedamage (and the Closing Date shall be extended as necessary). If the Purchaser elects to consummate the transaction contemplated by this Agreement or fails to timely elect to terminate this Agreement, or if a casualty or condemnation is not Material, Purchaser shall be entitled (a) in the event of a condemnation, to receive the condemnation proceeds, and if (b) in the Sellerevent of a casualty, as to an assignment of the Closing Dateclaims and proceeds of insurance applicable thereto, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Sellerand Seller shall, at Closing, shall assign all insurance claims pertaining to such damage or destruction execute and all rights to condemnation proceeds to Purchaser by executing and delivering deliver to Purchaser all required customary proofs of loss, assignments of claim and/or proceeds claims and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement items and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow give Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) the deductible. If, upon a Material condemnation or condemnation proceeds received by the Seller casualty prior to Closing. If , Purchaser timely elects to terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, except for those obligations which specifically by their express terms survive the termination of this Agreement. If there is any other damage For purposes of this provision, a condemnation or destruction (casualty loss shall be deemed to be "Material" in the event that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the value of the Property taken or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repairrepairing or restoring the portion of the Property in question would be greater than Five Million and No/100 Dollars ($5,000,000.00). If Purchaser elects to take an assignment The provisions of all insurance claims as provided for in this Section 6, Purchaser 7 shall receive at Closing a credit against supersede the Purchase Price in an amount equal to provisions of any deductible(s) law regarding the allocation of the risk of loss between purchasers and uninsured amounts applicable theretosellers.

CASUALTY LOSS AND CONDEMNATION. If, prior to the Closing, the Property all or any part thereof shall be condemned, or portion of the Assets is destroyed or materially damaged after the date of this Agreement by fire or other casualty or if any portion of the Assets shall be taken by condemnation or under the right of eminent domain (that is, all of which are herein called "Casualty Loss" and limited to property damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00taking only), Purchaser Buyer and Seller must agree prior to Closing either (i) to delete that portion of the Assets which is subject to the Casualty Loss from the Assets, and the Purchase Price shall be reduced by the value allocated to the deleted interest as set out in Exhibit B, or (ii) for Buyer to proceed with the purchase of such Assets, notwithstanding any such destruction or taking (without reduction of the Purchase Price) in which case Seller shall pay, at the Closing, to Buyer all sums paid to Seller by third parties by reason of the destruction or taking of such Assets and shall assign, transfer and set over unto Buyer all insurance proceeds received by Seller as well as all of the right, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from third parties arising out of such destruction or taking; provided, however, if the value of that portion of the Assets affected by the Casualty Loss, not to exceed that allocated in Exhibit B, exceeds $15,000,000, Buyer and Seller shall each have the option either right to terminate this Agreement or upon written notification to consummate the other, the transaction contemplated by this Agreement notwithstanding shall not close and thereafter neither Buyer nor Seller shall have any liability or further obligations to the other hereunder. In the event of such condemnationtermination, destruction or material damage. If Seller shall return the Purchaser elects Performance Deposit to consummate the transaction contemplated by this Agreement and if the SellerBuyer, as without interest, within five (5) days of receipt of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs notice of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void termination and neither party shall have any rights further obligation or obligations under this Agreement, except for those obligations which specifically survive termination of this Agreementliability hereunder. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) Prior to the Property or any part thereofClosing, Seller shall either repair such damage prior to Closing ornot voluntarily compromise, at Purchaser's option, either assign all insurance claims pertaining to such damage settle or destruction to Purchaser adjust any amounts payable by executing and delivering to Purchaser at Closing and thereafter all required proofs reason of loss, assignments any Casualty Loss without first obtaining the written consent of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable theretoBuyer.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Real Property or Improvements, or any part thereof thereof, shall be condemned, or destroyed or materially damaged by fire or other casualty casualty, Seller shall promptly so notify Purchaser. In such event, provided that either: (that is, i) the reasonable cost to restore the Property due to such damage or destruction which Purchaser reasonably believes could be in excess of is greater than One Million Dollars ($25,000.001,000,000) (a "Material Casualty"), or (ii) any material portion of the buildings located on the Property is designated to be or is taken or condemned (a "Material Condemnation"), then either Purchaser or Seller shall have the option either to terminate this Agreement by delivery of written termination notice to the other within fifteen (15) days after Seller's delivery to Purchaser of Seller's notice of a Material Condemnation or the occurrence of a Material Casualty. If (a) the aforementioned casualty is not a Material Casualty, (b) the aforementioned taking or condemnation is not a Material Condemnation, or (c) neither Purchaser nor Seller elects to terminate this Agreement pursuant to the provisions of the preceding sentence (time being of the essence with respect to any such election), then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnationAgreement, destruction or material damage. If subject to the Purchaser elects to consummate the transaction contemplated by provisions of this Agreement and if the SellerAgreement, as without abatement of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, Purchase Price (except that Purchaser shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser receive a credit against the Purchase Price in an amount equal to any deductible amount under Seller's existing casualty insurance payable with respect to the amount of Property), and Purchaser shall be entitled to receive at Closing the taking, condemnation or casualty insurance proceeds (together with or an amount equal assignment of the right to such proceeds) (less any deductible(samounts applied against costs incurred or income lost by Seller as a result of such occurrence) and uninsured amounts) or condemnation proceeds received by the Seller prior shall, at Closing, execute and deliver to ClosingPurchaser all customary proofs of loss, assignments of claims and other similar items. If either Purchaser or Seller elects to terminate this Agreement pursuant to the provisions of this Section 5 and Purchaser is not in default under this Agreement, the Xxxxxxx Money shall be returned to Purchaser by the Escrow Agent, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, except for those obligations which specifically expressly survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable thereto.

CASUALTY LOSS AND CONDEMNATION. A. If, prior to the Closing, the any Property or any part thereof shall be condemned, or destroyed or materially damaged in any material respect by fire or other casualty (that is, damage or destruction which Purchaser reasonably believes could be in excess of One Hundred Thousand and 00/100 Dollars $25,000.00100,000.00), Purchaser Contributor shall immediately so notify Acquiror and Acquiror shall have the option either to (i) terminate this Agreement upon written notice to Contributor, (ii) except in the case of the condemnation or destruction of or damage to Logo 7 Court, terminate this Agreement upon written notice to Contributor with respect to the damaged or condemned Property only, or (iii) consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser Acquiror elects to consummate the transaction contemplated by this Agreement Agreement, (a) Acquiror shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and if receive the Sellerproceeds of insurance applicable thereto, as of (b) Contributor shall, at the Closing Dateand thereafter as necessary, has not received the insurance proceeds or condemnation proceeds related execute and deliver to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser Acquiror all required proofs of loss, assignments of claim and/or proceeds claims and other similar items. If items and (c) the Purchaser elects to consummate Contribution Consideration shall be reduced by the transaction contemplated by this Agreement difference between the actual loss and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation such proceeds received by the Seller prior to ClosingAcquiror. If Purchaser Acquiror elects to terminate this Agreement, or, except in the case of Logo 7 Court, to terminate the Agreement with respect t the condemned or damaged Property only, the Xxxxxxx Money (or allocable portion thereof) shall be returned to Acquiror by Escrowee, in which event this Agreement shall, without further action of the parties, become null and void, or null and void with respect to the condemned or damaged Property only, as the case may be, and neither party shall have any rights or obligations under this Agreement, except for those obligations which specifically survive termination of or under this AgreementAgreement with respect to the condemned or damaged Property only, as the case may be. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be of One Hundred Thousand and 00/100 Dollars $25,000.00 100,000.00 or less) to the Property Properties or any part thereof, Seller the parties shall either repair such damage prior to Closing orclose hereunder and (x) Contributor shall, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser Acquiror by executing and delivering to Purchaser Acquiror at the Closing and thereafter as necessary all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against items, and (y) the Purchase Price in an Contribution Consideration shall be reduced by the difference between the actual loss and the amount equal to the reasonably estimated cost of a repairsuch proceeds received by Acquiror. If Purchaser Acquiror elects to take an assignment of all insurance claims as provided for in this Section 6aforesaid, Purchaser Acquiror shall receive at the Closing a credit against the Purchase Price Contribution Consideration in an amount equal to any deductible(s) and uninsured amounts applicable thereto.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any material part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty, Seller shall promptly so notify Purchaser. In the event the effect of such condemnation or casualty is material (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00as hereinafter defined), Purchaser shall have the option either to terminate this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement or if a casualty or condemnation is immaterial, Purchaser shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and if receive the proceeds of insurance applicable thereto as well as the amount of deductible under such policies from Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Sellerand Seller shall, at Closing, shall assign all insurance claims pertaining to such damage or destruction execute and all rights to condemnation proceeds to Purchaser by executing and delivering deliver to Purchaser all required customary proofs of loss, assignments of claim and/or proceeds claims and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser elects to terminate this AgreementAgreement and is not in default hereunder, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, subject to compliance with Section 11 and Section 12(G) below, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, except for those obligations which specifically survive termination . For purposes of this Agreement. If there is any other damage provision, a condemnation or destruction (that iscasualty loss shall be deemed to be "material" if the cost of repairing or restoring the premises in question would be, damage or destruction which Purchaser in the opinion of an architect selected by Seller and reasonably believes could be $25,000.00 or less) to the Property or any part thereofapproved by Purchaser, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable theretoor greater than Three Hundred Thousand Dollars ($300,000.00).

CASUALTY LOSS AND CONDEMNATION. If, prior to the Closing, the any Individual Property (or any part thereof thereof) shall be condemned, or destroyed or materially damaged by fire or other casualty (that is, damage or destruction which Purchaser reasonably believes could be in excess of Five Hundred Thousand and 00/100 Dollars [$25,000.00500,000.00]), the Sellers shall immediately so notify Purchaser and Purchaser shall have the option either to terminate this Agreement upon written notice to the Sellers or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement Agreement, Purchaser shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and if receive the Sellerproceeds of insurance applicable thereto, as of and the applicable Seller shall, at the Closing Dateand thereafter as necessary, has not received the insurance proceeds execute or condemnation proceeds related cause to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction be executed and all rights to condemnation proceeds to Purchaser by executing and delivering deliver to Purchaser all required proofs of loss, assignments of claim and/or proceeds claims and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser elects to terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser by Escrowee, in which event this Agreement shall, without further action 17 <PAGE> of the parties, become null and void and neither no party shall have any further rights or obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be of Five Hundred Thousand and 00/100 Dollars [$25,000.00 500,000.00] or less) to the Individual Property or any part thereof, the applicable Seller shall either repair such damage prior to the Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing or causing to be executed and delivering to Purchaser at the Closing and thereafter as necessary all required proofs of loss, assignments of claims and other similar items items, or allow Purchaser a credit against the Purchase Price allocable portion of the Cash Balance payable at the Closing in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6aforesaid, Purchaser shall receive at the Closing a credit against the Purchase Price allocable portion of the Cash Balance payable at the Closing in an amount equal to any deductible(s) and uninsured amounts applicable thereto. 7.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property Property, or any part thereof shall be condemned, condemned or destroyed or materially damaged by fire or other casualty casualty, Seller shall promptly so notify Purchaser. In the event of a Material Loss (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00hereinafter defined), either Seller or Purchaser shall have the option either to terminate this Agreement by giving notice to the other party within fifteen (15) days of the date of such condemnation, destruction or damage (but no later than the Closing), provided that if a Material Loss affects only the Hokulei Land and Improvements, the Puunene Land and Improvements, or the Laulani and Pad G Land and Improvements (each a “Shopping Center”), then Purchaser and Seller shall each have the option to (A) terminate this Agreement as to the affected portion of the Property only (“Excluded Property”), whereupon (i) this Agreement shall remain in effect as to the remainder of the Property, and (ii) the Purchase Price shall be reduced by the amount allocated to the Excluded Property on Schedule 2 or (B) terminate this Agreement in its entirety, whereupon the Earnest Money shall be returned to Purchaser and neither party shall have any further rights or obligations under this Agreement except as otherwise provided for in this Agreement. If the condemnation, destruction or damage does not result in a Material Loss, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement is consummated, Purchaser shall be entitled to receive (and Seller shall assign or pay over to Purchaser) any condemnation proceeds or proceeds of insurance under all policies of insurance applicable to the destruction or damage of the Property (including rent loss insurance to the extent applicable to rents which were to have been paid after the Closing), together with a credit in the amount of any deductible (and if the Seller, as prior to Closing Seller has incurred any reasonable costs to repair any of the Closing Datesame, has not received the insurance proceeds or condemnation proceeds related to Seller shall receive a credit from Purchaser for such damage, destruction or condemnation, then Seller, costs at Closing), shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing Seller shall, from and delivering after Closing, execute and deliver to Purchaser all required customary proofs of loss, assignments of claim and/or proceeds loss and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser either party elects to terminate this AgreementAgreement in its entirety in accordance with this Section 5, this Agreement shall, without further action of then the parties, become null and void Earnest Money shall be returned to Purchaser and neither party shall have any further rights or obligations under this Agreement, Agreement except as otherwise provided for those obligations which specifically survive termination of in this Agreement. If there is any other damage or destruction (that isFor purposes of this Section 5, a “Material Loss” means condemnation, damage or destruction of the Property as a whole (or as to any of the Shopping Centers) that is reasonably estimated to cost or be valued at (as the case may be) more than fifteen percent (15%) of the Purchase Price (or the portion of the Purchase Price allocated to the affected Shopping Center) or which Purchaser reasonably believes could be $25,000.00 causes tenants that pay, in the aggregate, fifteen percent (15%) or less) more of the aggregate base rent with respect to the Property (or any part thereofthe affected Shopping Center), Seller shall either repair to have the right to terminate their Leases (and such right has not been waived within thirty days of the date of the condemnation, damage prior to Closing oror destruction). 1379426.v9 ImanageDB:4161238.11 If the condemnation, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs occurs after the end of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6Due Diligence Period, Purchaser shall receive at have the option to extend the Closing Date by such reasonable period (not to exceed 15 days) necessary for determination of whether a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable theretoMaterial Loss has occurred.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property any Property, or any part thereof shall be condemnedcondemned (which shall include the institution of any condemnation proceedings, notice of such action or proceeding being given or threatened or any conveyance made in lieu of condemnation proceedings) or destroyed or materially damaged by fire or other casualty casualty, Seller shall promptly so notify Purchaser. In the event of a material loss (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00hereinafter defined), Purchaser shall have the option either to terminate this Agreement with respect to the affected Property by giving notice to Seller within fifteen (15) days after Seller’s request that the option be exercised (but no later than the Closing). If the condemnation, destruction or damage does not result in a material loss or if it results in a material loss and Purchaser elects not to terminate this Agreement with respect to the affected Property, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If , and Purchaser shall be entitled to (i) in the Purchaser elects event of a condemnation, any condemnation award to consummate which Seller would be entitled, or (ii) in the transaction contemplated by this Agreement and if the Sellerevent of damage or destruction, as of the Closing Date, has not received the any insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction which Seller would be entitled and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to the deductible under any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closingpolicies of insurance. If Purchaser elects to terminate this AgreementAgreement with respect to the affected Property in accordance with this Section 5, this Agreement shall, without further action the Purchase Price shall be reduced by the amount of the partiesPurchase Price allocated to the affected Property as set forth on Exhibit A, become null and void and neither party shall have any further rights or obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) Agreement with respect to the affected Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims except as otherwise provided for in this Agreement. For purposes of this Section 65, Purchaser shall receive at Closing a credit against “material loss” means if (i) the Purchase Price damage caused by the casualty exceeds $250,000.00, (ii) the casualty or taking results in an amount equal termination of the Master Lease with respect to any deductible(sthe affected Property pursuant to Section 12.02 thereof or Tenant having the right to a reduction in the base rent payable under such Master Lease pursuant to Section 12.05 thereof, and Tenant does not waive such rights in writing prior to Closing, or (iii) and uninsured amounts applicable theretothe taking would have a material adverse effect on parking, access or signage for the affected Property.

CASUALTY LOSS AND CONDEMNATION. If, prior to the Closing, the Property all or any part thereof shall be condemned, or portion of the Assets is destroyed or materially damaged by fire or other casualty or if any portion of the Assets shall be taken by condemnation or under the right of eminent domain (that is, all of which are herein called "Casualty Loss" and limited to property damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00taking only), Purchaser Buyer and Seller must agree prior to Closing either (i) to delete that portion of the Assets which is subject to the Casualty Loss from the Assets, and the Purchase Price shall be reduced by the Allocated Value thereof, or (ii) for Buyer to proceed with the purchase of such Assets, notwithstanding any such destruction or taking (without reduction of the Purchase Price) in which case Seller shall pay, at the Closing, to Buyer all sums paid to Seller by third parties by reason of the destruction or taking of such Assets and shall assign, transfer and set over unto Buyer all of the right, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from third parties arising out of such destruction or taking; provided, however, if the value of that portion of the Assets affected by the casualty Loss, not to exceed that allocated in Exhibit B, exceeds $1,000,000.00, Buyer and Seller shall each have the option either right to terminate this Agreement or upon written notification to consummate the other, the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement shall not close and if the Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the thereafter neither Buyer nor Seller prior to Closing. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights liability or further obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereofother hereunder. Prior to Closing, Seller shall either repair such damage prior to Closing ornot voluntarily compromise, at Purchaser's option, either assign all insurance claims pertaining to such damage settle or destruction to Purchaser adjust any amounts payable by executing and delivering to Purchaser at Closing and thereafter all required proofs reason of loss, assignments any Casualty Loss without first obtaining the written consent of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable theretoBuyer.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any "material" (hereafter defined) part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty, Seller shall promptly so notify Purchaser. In the event the effect of such condemnation or casualty (that isis material, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00), both Seller and Purchaser shall have the option either to terminate this Agreement or to consummate Agreement, but in the event neither party so exercises such option the transaction contemplated by this Agreement shall be consummated in accordance with the terms hereof notwithstanding such condemnation, destruction or material damage. If the Purchaser neither party elects to consummate exercise such termination option or if a casualty or condemnation is not "material", (a) at Closing Purchaser will receive a credit in the transaction contemplated amount of any deductible required to be paid by this Agreement the insured under the applicable insurance policy; (b) Seller shall not settle any claim with or against the insurer or condemning authority without Purchaser's consent, and if Purchaser shall be entitled (i) after Closing to settle the Sellerloss under all policies of insurance applicable to the destruction or damage, as of and (ii) at Closing to receive the Closing Date, has not received the insurance condemnation proceeds or condemnation the proceeds related to such damageof insurance applicable thereto, destruction or condemnation, then Seller, and (c) at Closing, Closing Seller shall assign all insurance claims pertaining to such damage or destruction execute and all rights to condemnation proceeds to Purchaser by executing and delivering deliver to Purchaser all required customary proofs of loss, assignments of claim and/or proceeds claims and other similar items. If the either Seller or Purchaser elects to consummate exercise such termination option and Purchaser is not then in default hereunder, the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related Xxxxxxx Money shall be returned to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Title Insurer upon Purchaser's return to Seller prior to Closing. If Purchaser elects to terminate this Agreementof all Property Information (as such term is defined in Section 10.K. hereof), in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, except for those obligations which specifically survive termination . For purposes of this Agreement. If there is any other damage provision, a condemnation or destruction casualty loss shall be deemed to be "material" if (that isi) the cost of repairing or restoring the premises in question would be, damage in the opinion of an architect selected by Seller and reasonably approved by Purchaser, equal to or destruction which Purchaser reasonably believes could be greater than Five Hundred Twenty Thousand Dollars ($25,000.00 or less520,000), (ii) such loss materially and detrimentally impairs access to the Property or any part thereofits improvements, or (iii) the occurrence of such loss entitles a Major Tenant (defined herein) to terminate its Lease pursuant to a right granted such tenant under its Lease and Seller shall either repair has not obtained, within thirty (30) days of the casualty, a waiver of such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable theretoright.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, Closing the Property building on the Land or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty (that is, damage or destruction which Purchaser reasonably believes could be in excess of Five Hundred Thousand and No/100 Dollars ($25,000.00500,000.00) for such building located on the Property, or in the event of a condemnation or eminent domain taking which materially prevents access to the Property or any part thereof), Purchaser shall have the option which shall be exercised not later than twenty (20) business days following the date Purchaser receives written notice of the condemnation or damage (with Closing being extended, if necessary, to accommodate such time periods) either to (a) to terminate this Agreement Agreement, or (b) to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the SellerAgreement, as Purchaser shall be entitled to receive all of the Closing Date, has not received the insurance condemnation proceeds or condemnation proceeds related settle the loss under all policies of insurance applicable to such damage, the destruction or condemnationdamage and receive all of the proceeds of insurance applicable thereto, then Sellerand Seller shall, at ClosingClosing and thereafter, shall assign all insurance claims pertaining to such damage or destruction execute and all rights to condemnation proceeds to Purchaser by executing and delivering deliver to Purchaser all required proofs of loss, assignments of claim and/or proceeds claims and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction to the Land (that is, damage or destruction to the Land which Purchaser reasonably believes could be Five Hundred Thousand and No/100 Dollars ($25,000.00 500,000.00) or less) less for the building located on the Land, or which does not substantially prevent access to the Property Land or any part thereof), Seller shall either completely repair such damage prior to Closing in a manner satisfactory to Purchaser or, at Purchaser's Seller’s option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items items, or allow Purchaser a credit against the Purchase Price in an amount equal to the Purchaser’s reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, . Purchaser shall receive at Closing a credit against the Purchase Price Cash Balance in an amount equal to any deductible(s) and uninsured amounts applicable thereto. In the event this Agreement is terminated pursuant to this Section 6. the Exxxxxx Money shall be refunded to Purchaser, whereupon this Agreement and all rights and obligations of the parties hereunder shall be null and void. In the event Seller shall assign its insurance proceeds to Purchaser then, in addition thereto, Purchaser shall be entitled to a reduction in the Purchase Price equal to the amount of Seller’s deductible. Notwithstanding anything to the contrary herein, the provisions of this Section shall not waive or release any duty or obligation of Seller herein or waive any condition to Purchaser’s obligations at Closing.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be condemnedtaken or condemned (or a condemnation is threatened in writing), or destroyed or materially damaged by fire or other casualty casualty, Seller shall promptly so notify Purchaser. In such event, provided that either: (that is, i) the reasonable cost to restore the Property due to such damage or destruction which Purchaser reasonably believes could be in excess of is greater than Two Hundred Fifty Thousand and No/100 Dollars ($25,000.00250,000.00), or (ii) such damage or destruction permits the tenants known as Kroger or Service Merchandise to (x) terminate its Lease or (y) xxxxx a portion of its rent under any such Leases and the insurance proceeds that would be paid to Purchaser as described below in this Section 5 do not include rental interruption payments for all such abated amounts (items (i) and (ii) are each referred to herein as a "Material Casualty") or (iii) a taking or condemnation materially, adversely affects the value of the Property or includes any taking of parking or access (item (iii) is referred to hereinafter as a "Material Condemnation"), then Purchaser shall have the option either to terminate this Agreement by delivery of a written termination notice to Seller within twenty (20) days after Seller's delivery to Purchaser of its notice of a Material Condemnation or the occurrence of a casualty loss. If (a) the damage or destruction is not a Material Casualty, (b) a taking or condemnation is not a Material Condemnation, or (c) Purchaser does not elect to terminate this Agreement pursuant to the provisions of the preceding sentence (time being of the essence with respect to any such election), then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as without abatement of the Purchase Price and Purchaser shall be entitled to approve the terms of any insurance settlement, such approval not to be unreasonably withheld or delayed, and to receive at Closing Datethe taking, has not received the condemnation or insurance proceeds (or condemnation proceeds related an assignment of the right to such damage, destruction proceeds) (less any costs incurred or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to income lost by Seller as a result of such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser occurrence) together with a credit against the Purchase Price in an amount equal to the amount of any deductibles payable under applicable casualty insurance proceeds (together with an amount equal and Seller shall, at Closing, execute and deliver to any deductible(s) Purchaser all customary proofs of loss, assignments of claims and uninsured amounts) or condemnation proceeds received by the Seller prior to Closingother similar items. If Purchaser elects to terminate this Agreement pursuant to the provisions of this Section 5 and Purchaser is not in default under this Agreement, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement; provided, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (however, that is, damage or destruction which the foregoing shall not limit Seller's recourse against Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section under Sections 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) 8 and uninsured amounts applicable thereto11(J).

CASUALTY LOSS AND CONDEMNATION. If, prior to the Closing, the any Property or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty (that is, damage or destruction which Purchaser reasonably believes could be in excess of One Hundred Thousand and 00/100 Dollars $25,000.00100,000.00), the applicable Seller shall immediately so notify Purchaser and Purchaser shall have the option either to terminate this Agreement upon written notice to such Seller or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement Agreement, Purchaser shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and if receive the Sellerproceeds of insurance applicable thereto, as of and the applicable Seller shall, at the Closing Dateand thereafter as necessary, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction execute and all rights to condemnation proceeds to Purchaser by executing and delivering deliver to Purchaser all required proofs of loss, assignments of claim and/or proceeds claims and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser elects to terminate this Agreement, the Earnxxx Xxxey shall be returned to Purchaser by Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this AgreementAgreement with respect to the Properties. If Purchaser elects to terminate this Agreement because of such a casualty or condemnation of a Property, except for those obligations which specifically survive termination Seller shall have the right to withdraw such Property from the transaction and require Purchaser to close on the remaining Properties so long as the provisions of this AgreementSection 2(E) are satisfied. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be of One Hundred Thousand and 00/100 Dollars [$25,000.00 100,000.00] or less) to the Property or any part thereof, the applicable Seller shall either repair such damage prior to the Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at the Closing and thereafter as necessary all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repairitems. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6aforesaid, Purchaser shall receive at the Closing a credit against the Purchase Price Cash Balance allocable to such Property in an amount equal to any deductible(s) and uninsured amounts applicable thereto.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be taken by eminent domain or condemned, or destroyed or materially damaged by fire or other casualty casualty, Seller shall promptly so notify Purchaser. In the event that either: (that is, i) the reasonable cost to restore the Property due to such damage or destruction which Purchaser reasonably believes could be in excess of is greater than One Million Dollars ($25,000.001,000,000) (a "Material Casualty"), or (ii) any material portion of the Office Buildings are taken or condemned (a "Material Condemnation"), then Purchaser shall have the option either to terminate this Agreement by delivery of its written termination notice to Seller within fifteen (15) days of Seller's written notice thereof. If (a) the aforementioned casualty is not a Material Casualty, (b) the aforementioned taking or condemnation is not a Material Condemnation, or (c) Purchaser does not elect to terminate this Agreement pursuant to the provisions of the preceding sentence (time being of the essence with respect to any such election), then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as without abatement of the Purchase Price, Seller shall keep Purchaser reasonably apprised of settlement negotiations and Purchaser shall be entitled during the period following the Inspection Period and prior to Closing Dateto approve the terms of any property insurance settlement, has such approval not received to be unreasonably withheld or delayed, and to receive at Closing the taking, condemnation or property insurance proceeds (or condemnation proceeds related an assignment of the right to such damage, destruction proceeds) (less any amounts applied against costs incurred or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to income lost by Seller as a result of such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser occurrence) plus a credit against the Purchase Price in an amount equal to the amount of insurance proceeds any uninsured loss (together with an amount equal as to any deductible(sproperty only) and uninsured amounts) or condemnation proceeds received any deductible payable by the Seller prior under applicable property insurance, and Seller shall, at Closing, execute and deliver to ClosingPurchaser all customary proofs of loss, assignments of claims and other similar items. If Purchaser elects to terminate this Agreement pursuant to the provisions of this Section 5 and Purchaser is not in default under this Agreement, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, Agreement except for those rights and obligations which specifically expressly survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims Agreement as provided for herein and Seller's rights under the Confidentiality Agreement (as defined in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s8(A) and uninsured amounts applicable theretobelow).

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00500,000.00 or which materially impedes access to the Property), Purchaser shall have the option which shall be exercised not later than ten (10) days following the date Purchaser receives written notice of the condemnation or damage, either to terminate this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the SellerAgreement, as Purchaser shall be entitled to receive all of the Closing Date, has not received the insurance condemnation proceeds or condemnation proceeds related settle the loss under all policies of insurance applicable to such damage, the destruction or condemnationdamage and receive all of the proceeds of insurance applicable thereto, then Sellerand Seller shall, at ClosingClosing and thereafter, shall assign all insurance claims pertaining to such damage or destruction execute and all rights to condemnation proceeds to Purchaser by executing and delivering deliver to Purchaser all required proofs of loss, assignments of claim and/or proceeds claims and other similar items. If the Purchaser elects to consummate proceed with the transaction contemplated by this Agreement and if the Sellertransaction, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, Purchaser shall allow Purchaser receive a credit against the Purchase Price in the amount of any deductible and, if such loss was uninsured, a credit in an amount equal to the amount cost of insurance proceeds (together with an amount equal restoration but not to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closingexceed $500,000.00. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except for those any obligations which specifically that expressly survive the termination of this AgreementAgreement and/or the Closing. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be of $25,000.00 500,000.00 or less) , or which does not impede access to the Property or any part thereofProperty), Seller shall either completely repair such damage prior to Closing in a manner reasonably satisfactory to Purchaser or, at Purchaser's Seller’s option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items items, or allow Purchaser a credit against the Purchase Price in an amount equal to the Purchaser’s and Seller’s mutual reasonably estimated cost of a repair. If Purchaser Seller elects to take provide an assignment of all insurance claims as provided for in this Section 67, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable thereto. Notwithstanding anything herein to the contrary, Seller shall be entitled to receive and retain, and shall not be required to assign, any insurance proceeds for loss of the rents to have been paid prior to Closing.

CASUALTY LOSS AND CONDEMNATION. IfA. Except as provided in the indemnity provisions contained in Section 3.B. of this Agreement, prior Seller shall bear all risk of loss with respect to Closing, the Property up to the earlier of the dates upon which either possession or any part thereof shall be condemnedtitle is transferred to Purchaser in accordance with this Agreement. Notwithstanding the foregoing, or destroyed or materially damaged in the event of damage to the Property by fire or other casualty prior to the Closing Date, repair or restoration of which would cost less than or equal to $200,000.00 (that isas determined by Seller and Purchaser in good faith) Purchaser shall not have the right to terminate its obligations under this Agreement by reason thereof, damage but Seller shall assign and transfer to Purchaser on the Closing Date all of Seller's right, title and interest in and to all insurance proceeds on account of such fire or destruction which casualty and Seller shall pay to Purchaser reasonably believes could be in excess at the Closing the amount of $25,000.00)Seller's insurance deductible. In the event Purchaser is to receive the insurance proceeds as aforedescribed, Purchaser shall have the option either right to negotiate the settlement of the insurance claim with the insurance carrier. Seller shall execute whatever documents are reasonably required in order to enable Purchaser to conduct those negotiations. Notwithstanding the foregoing, (i) if the casualty results in tenants having the right to terminate Leases on the Property aggregating 25,000 square feet or more, then Purchaser, upon notice to Seller prior to Closing, can elect to either: (a) terminate this Agreement or to consummate (b) accept the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as Property in its damaged condition together with an assignment from Seller of the Closing Date, has not received the all insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser receive a credit against the Purchase Price at Closing in an amount equal to the amount of insurance proceeds the deductible; or (together with an amount equal to any deductible(sii) and if the casualty is uninsured amounts(in excess of the deductible) or condemnation proceeds received by the Seller prior to Closingthen Purchaser, at its option, may terminate this Agreement. If Purchaser elects to terminate this AgreementAgreement in accordance with the terms of the preceding sentence, this Agreement shall, without further action of the parties, shall become null and void void, and the Xxxxxxx Money deposited by Purchaser shall be returned to Purchaser together with interest thereon, and neither party shall have any rights further liability or obligations under this Agreementhereunder, except for those obligations which as specifically survive termination set forth herein. Seller shall promptly notify Purchaser in writing of this Agreementany such fire or other casualty and Seller's determination of the cost to repair the damage caused thereby. If there is any other In the event of damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property by fire or other casualty prior to the Closing Date, repair or restoration of which would cost in excess of $200,000.00 (as determined by Seller and Purchaser in good faith), then this Agreement may be terminated at the option of Purchaser, which option shall be exercised, if at all, by Purchaser's written notice thereof to Seller within ten (10) business days after Purchaser receives written notice of such fire or other casualty and Seller's and Purchaser's determination of the amount of such damages, and upon the exercise of such option by Purchaser this Agreement shall become null and void, the Xxxxxxx Money deposited by Purchaser shall be returned to Purchaser together with interest thereon, and neither party shall have any part thereoffurther liability or obligations hereunder, except as specifically set forth herein. In the event that Purchaser does not exercise the option set forth in the preceding sentence, the Closing shall take place on the Closing Date and Seller shall either repair such damage prior assign and transfer to Purchaser on the Closing orDate all of Seller's right, at Purchaser's option, either assign title and interest in and to all insurance claims pertaining proceeds paid or payable to such damage Seller on account of the fire or destruction to Purchaser by executing casualty and delivering Seller shall pay to Purchaser at the Closing and thereafter all required proofs the amount of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all Seller's insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable theretodeductible.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property Property, or any part thereof shall be condemned, destroyed, or destroyed or materially damaged by fire or other casualty casualty, Seller shall promptly so notify Purchaser. In the event of a Material Loss (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00as hereinafter defined), either Seller or Purchaser shall have the option either to terminate this Agreement by giving notice to the other party within fifteen (15) days of the date Seller provides notice to Purchaser of the Material Loss (but no later than the Closing). If the condemnation, destruction or to damage does not result in a Material Loss, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement is consummated, then (i) in the case of a condemnation, Purchaser shall be entitled to receive any condemnation proceeds, (ii) in the case of a casualty, Purchaser shall be entitled to receive (A) any proceeds of insurance under any policy(ies) of insurance applicable to the destruction or damage of the Property, (B) the amount of (i) any deductible and (ii) if and only if the Sellerloss not a Material Loss and Purchaser has no right to terminate this Agreement as a result of such casualty, the uninsured portion of such loss, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price Price, and (C) any remaining cost to repair not covered by Seller’s insurance (if any); all net of repair costs incurred by Seller in an amount equal accordance with the terms of this Agreement and (iii) Seller shall, at Closing, execute and deliver to the amount Purchaser all customary proofs of insurance proceeds (together with an amount equal to any deductible(s) loss and uninsured amounts) or condemnation proceeds received by the Seller prior to Closingother similar items. If Purchaser elects to terminate this AgreementAgreement in accordance with this Section 5, the Xxxxxxx Money shall be returned to Purchaser, at which time this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those obligations which specifically expressly survive termination of this Agreement. If there is any other damage or destruction For purposes of this Section 5, a “Material Loss” with respect to Purchaser’s right to terminate means (that isi) casualty, condemnation, damage or destruction which Purchaser that is reasonably believes could estimated by Seller’s insurer or appraiser to cost or be valued at (as the case may be) more than TWENTY MILLION Dollars ($25,000.00 or less20,000,000.00) as to the Property or any part portion thereof, Seller shall either repair or (ii) such damage damage, condemnation or destruction would permit Amazon to terminate its Lease and Amazon has not waived such right to terminate on or prior to the Closing orDate, at Purchaser's optionand with respect to Seller’s right to terminate means any casualty, either assign all insurance claims pertaining to such condemnation, damage or destruction that is reasonably estimated by Seller’s insurer or appraiser to Purchaser by executing and delivering to Purchaser cost or be valued at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against (as the Purchase Price in an amount equal case may be) more than FORTY MILLION Dollars ($40,000,000.00) as to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to Property or any deductible(s) and uninsured amounts applicable theretoportion thereof.

CASUALTY LOSS AND CONDEMNATION. (A) If, from and after the date hereof and prior to Closing, the any Property or any part thereof shall be condemned(x) subject to a taking by any public or quasi-public authority through condemnation, eminent domain or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking) (collectively, "Condemnation") or (y) destroyed or materially damaged by fire or other casualty (that is, and in either case the parties reasonably estimate the proceeds from such Condemnation or the cost to repair the damage or destruction which Purchaser reasonably believes could to be in excess of $25,000.00twenty percent (20%) of the Allocated Purchase Price of such Property (a "Major Event"), Purchaser shall have the option exercisable within ten (10) days after Purchaser, Seller and the Joint Ventures, as applicable, agree on such estimate either (a) to terminate this Agreement by written notice to Seller and the Joint Ventures, whereupon all rights and obligations hereunder of each party shall cease and terminate and be of no further force or effect except those rights and obligations hereunder that expressly survive the termination of this Agreement, or (b) to consummate elect to take title to such affected Property without any reduction in, abatement of, or credit against the transaction contemplated by this Agreement Purchase Price, notwithstanding such condemnationCondemnation, destruction or material damage; if Purchaser fails to make either such election, Purchaser shall be deemed to have elected option (b). If the parties fail to agree to the reasonable estimate of the proceeds from such Condemnation or the cost to repair the damage or destruction within thirty (30) days after the date of the applicable Condemnation or casualty, then Seller, Purchaser, or the applicable Joint Venture, if any, may submit the dispute to the American Arbitration Association in New York City pursuant to the Expedited Procedures of the Commercial Dispute Resolution Procedures thereof (and the Closing will be adjourned pending the resolution of such arbitration). If Purchaser elects to consummate the transaction contemplated by this Agreement Agreement, subject to the terms and provisions of the Assumed Loan Documents and the Partnership Documents, if applicable, at the Closing, Seller and the Joint Ventures shall or shall cause their respective Subsidiaries to assign to Purchaser (without recourse) (x) the rights of Seller, as the Joint Ventures and their respective Subsidiaries in and to the Condemnation proceeds or insurance proceeds with respect to such Major Event, net of the Closing Date, has not received amount of the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then reasonable costs and expenses incurred by Seller, at Closingthe Joint Ventures and their respective Subsidiaries (including, shall assign all insurance claims pertaining to such damage but not limited to, reasonable legal fees and closing costs under a sale in lieu of or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as in anticipation of the Closing Dateexercise of a taking), has received the insurance proceeds or condemnation proceeds related to such damageif any in collecting same ("Net Proceeds"), destruction or condemnationincluding without duplication, then Seller, at Closing, shall allow giving Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds the Net Proceeds received by Seller, the Joint Ventures and their respective Subsidiaries prior to Closing (provided, however, Seller and the Joint Ventures, as applicable, shall receive without duplication, a credit toward the Purchase Price for any such costs and expenses not recovered prior to Closing. If Purchaser elects ) and (y) the rights to terminate this Agreement, this Agreement shall, without further action settle any Condemnation proceeding or the loss under all policies of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) insurance applicable to the Property Major Event, and Seller and the Joint Ventures shall or any part thereofshall cause their respective Subsidiaries, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter thereafter, to execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable theretoitems.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be condemned, condemned or destroyed or materially damaged by fire or other casualty casualty, Sellers shall promptly so notify Purchaser. In the event of a material loss (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00hereinafter defined), Purchaser shall have the option either to terminate this Agreement by giving notice to the other party within fifteen (15) days of the other party’s request that the option be exercised (but no later than the Closing). Upon such termination, the Deposit shall be returned by the Escrow Agent to Purchaser, neither party shall have any further rights or to obligations hereunder (except for the obligations of the parties set forth in this Agreement which expressly survive the termination of this Agreement), and this Agreement shall be null and void. If the condemnation, destruction or damage does not result in a material loss, then Sellers and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if is consummated, Purchaser shall be entitled to receive any condemnation proceeds or proceeds of insurance under all policies of insurance applicable to the Seller, as destruction or damage of the Closing DateProperty with Sellers paying all deductibles, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Sellerand Sellers shall, at Closing, shall assign all insurance claims pertaining to such damage or destruction execute and all rights to condemnation proceeds to Purchaser by executing and delivering deliver to Purchaser all required customary proofs of loss, assignments of claim and/or proceeds loss and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except for those obligations which specifically survive termination For purposes of this Agreement. If there is any other damage or destruction (that isSection 5, a "material loss" means condemnation, damage or destruction that (A) is reasonably estimated by Seller’s insurance adjuster to cost or be valued at (as the case may be) an amount in excess of One Million and No/100 Dollars ($1,000,000.00), (B) causes access to or parking on the Property to be adversely affected in any material respect, (C) results in the Property violating any laws or failing to comply with zoning or any covenants, conditions or restrictions affecting the Property, (D) entitles any material tenant to terminate its Lease or xxxxx rent for more than one-half (1/2) of such material tenant’s premises which abatement is not covered by rental loss insurance, or with respect to such event, there is any damage which is not fully insured and for which Purchaser reasonably believes could be $25,000.00 or less) to will not receive, at Sellers’ election, a credit in the Property or any part thereof, Seller shall either repair amount of the uninsured portion of such damage prior to Closing orupon the Closing. As used above, at Purchaser's option, either assign all insurance claims pertaining to such damage a “material” tenant is one that leases 10,000 square feet or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs more of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable theretorentable space.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be condemned, condemned or destroyed or materially damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If (i) the reasonably estimated cost to repair or restore the Property as a result of such condemnation or casualty exceeds Two Hundred Thousand Dollars (that is$200,000), damage or destruction which Purchaser reasonably believes could be (ii) any condemnation or proposed condemnation would result in excess a loss of $25,000.00parking or a material interference with, or impairment of, Purchaser's use, ownership, operation of, or access to, the Property (each of items (i) or (ii) above being referred to as a "Material Loss"), Purchaser shall have the option either to terminate this Agreement by giving notice to Seller within fifteen (15) days of Seller's request that the option be exercised. If the condemnation, destruction or damage does not result in a Material Loss, or if Purchaser fails to terminate this Agreement following a Material Loss as provided herein, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if is consummated, Purchaser shall be entitled to receive the Seller, as of the Closing Date, has not received the insurance condemnation proceeds or condemnation proceeds related settle the loss under all policies of insurance applicable to such damage, the destruction or condemnationdamage and receive the proceeds of insurance applicable thereto, then Sellerand Seller shall, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount any applicable deductibles and shall also execute and deliver to Purchaser all customary proofs of insurance proceeds (together with an amount equal to any deductible(s) loss, assignments of claims and uninsured amounts) or condemnation proceeds received by the Seller prior to Closingother similar items. If Purchaser elects to terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, Agreement except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as otherwise provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s------- 9(C) and uninsured amounts applicable thereto.below. ----

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be taken or condemned, a suit filed to take or condemn all or a portion of the Property, or the Property or any portion thereof is destroyed or materially damaged by fire or other casualty casualty, Seller shall promptly so notify Purchaser. In such event, provided that either: (that is, i) the reasonable cost to restore the Property due to such damage or destruction which Purchaser reasonably believes could be in excess of is greater than One Million and No/100 Dollars ($25,000.001,000,000.00) (a "Material Casualty"), or (ii) any material portion of the building located on the Property is designated to be or is taken or condemned (a "Material Condemnation"), then Purchaser shall have the option either to terminate this Agreement by delivery of its written termination notice to Seller within fifteen (15) days after Seller's delivery to Purchaser of its notice of a Material Condemnation or the occurrence of a Material Casualty. If (a) the aforementioned casualty is not a Material Casualty, (b) the aforementioned taking or condemnation is not a Material Condemnation, or (c) Purchaser does not elect to terminate this Agreement pursuant to the provisions of the preceding sentence (time being of the essence with respect to any such election), then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as without abatement of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, Purchase Price (except that Purchaser shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser receive a credit against the Purchase Price in an amount equal to any deductible amount under Seller's casualty insurance payable with respect to the amount Property) and Purchaser shall be entitled to approve the terms of any insurance settlement, such approval not to be unreasonably withheld or delayed, and to receive at Closing the taking, condemnation or insurance proceeds (together with or an amount equal assignment of the right to such proceeds) (less any deductible(samounts applied against costs incurred or income lost by Seller as a result of such occurrence) and uninsured amounts) or condemnation proceeds received by the Seller prior shall, at Closing, execute and deliver to ClosingPurchaser all customary proofs of loss, assignments of claims and other similar items. If Purchaser elects to terminate this Agreement pursuant to the provisions of this Section 5 and Purchaser is not in default under this Agreement, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement; provided, except for those obligations which specifically survive termination of this however, that the foregoing shall not limit Seller's recourse against Purchaser under Sections 6 and 11(G) below and under the "Confidentiality Agreement. If there is any other damage or destruction " (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable theretohereinafter defined).

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be taken by eminent domain or condemned, or destroyed or materially damaged by fire or other casualty casualty, Seller shall promptly so notify Purchaser. In the event that either: (that is, i) the reasonable cost to restore the Property due to such damage or destruction which Purchaser reasonably believes could be in excess of is greater than One Million Dollars ($25,000.001,000,000) (a "Material Casualty"), or (ii) any material portion of the Real Property or the Office Buildings is taken or condemned (a "Material Condemnation"), then Purchaser shall have the option either to terminate this Agreement by delivery of its written termination notice to Seller within fifteen (15) days of Seller's written notice thereof. If (a) the aforementioned casualty is not a Material Casualty, (b) the aforementioned taking or condemnation is not a Material Condemnation, or (c) Purchaser does not elect to terminate this Agreement pursuant to the provisions of the preceding sentence (time being of the essence with respect to any such election), then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding without abatement of the Purchase Price and Purchaser shall be entitled during the period following the Inspection Period and prior to Closing to approve the terms of any property insurance settlement or the terms of any settlement of any taking or condemnation case, such condemnationapproval not to be unreasonably withheld or delayed, destruction and to receive at Closing the taking, condemnation or material damage. If property insurance proceeds (less any amounts applied against costs incurred as a result of such occurrence) (it being understood that, in the event that such property insurance proceeds have not yet been received as of Closing, Purchaser elects may elect to consummate receive an assignment of the transaction contemplated by this Agreement and right to such proceeds or a credit for the amount of such proceeds with Seller pursuing payment of such amounts from its insurer after Closing; provided, however, that Purchaser may only elect to receive a credit for such amounts if the Selleramounts have been agreed upon with the insurer prior to Closing, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds policy permits payment of a claim to a party that no longer owns the Property and, after Closing, Purchaser shall cooperate with Seller and its insurers to facilitate the processing of claims related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser casualty) plus a credit against the Purchase Price in an amount equal to the amount of insurance proceeds any uninsured loss (together with an amount equal as to any deductible(sproperty only) and uninsured amounts) or condemnation proceeds received any deductible payable by the Seller prior under applicable property insurance, and Seller shall, at Closing, execute and deliver to ClosingPurchaser all customary proofs of loss, assignments of claims and other similar items. If Purchaser elects to terminate this Agreement pursuant to the provisions of this Section 5. and Purchaser is not in default under this Agreement, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, Agreement except for those rights and obligations which specifically expressly survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims Agreement as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable theretoherein.

CASUALTY LOSS AND CONDEMNATION. Prior to Closing, the risk of loss shall remain with Seller. If, prior to Closing, the Property or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If the Property or any part thereof shall be condemned such that damages are in excess of One Million Five Hundred Thousand Dollars ($1,500,000) (as determined by Seller in good faith) or if the Property or any part thereof shall be destroyed or damaged by fire or other casualty (that is, damage or destruction the repair of which Purchaser reasonably believes could be would cost in excess of One Million Five Hundred Thousand Dollars ($25,000.001,500,000) (as determined by Seller in good faith), Purchaser shall have then, at the option either of Purchaser, which option shall be exercisable, if at all, by written notice thereof to terminate Seller within ten (10) business days after Purchaser receives written notice of such fire, earthquake or other casualty or condemnation and Seller’s good faith determination of resulting damages, this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closingmay be terminated. If Purchaser elects to terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser by Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except for those obligations which specifically expressly survive termination termination. In the event that Purchaser does not exercise the option to terminate the Agreement set forth above, or if the condemnation or casualty is below the $1,500,000 threshold described above, then the Closing shall take place on the Closing Date and Purchaser shall be entitled to receive the condemnation proceeds in the event of this Agreement. If there is any other damage a condemnation, or destruction (that isin the event of a casualty, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price payable at Closing in an the total amount equal to of (i) the reasonably estimated cost of repair plus (ii) the estimated amount of lost rental income subsequent to the Closing Date (but not to exceed 90 days), all as reasonably determined by Seller’s applicable insurance representatives, minus (iii) any sums expended by Seller in repairs or restoration. In addition, in the event of the foregoing, Purchaser shall deliver to Seller at Closing a repairrelease in form reasonably satisfactory to Seller whereby Purchaser releases Seller from all ongoing liability and/or claims in connection with such condemnation or casualty. If Purchaser elects Notwithstanding anything to take an assignment of all insurance claims as provided for the contrary contained in this Section 65, in the event any condemnation below the One Million Five Hundred Thousand Dollars ($1,500,000) threshold described above either (i) prohibits, as a matter of applicable law, the rebuilding or repair of the Improvements or any portion thereof (including, without limitation, the parking areas in compliance with the applicable zoning code in effect at the time of such casualty) as they currently exist, or (ii) prevents access to the Property from a publicly dedicated street, then Purchaser may elect to terminate this Agreement by written notice thereof to Seller within ten (10) business days of such determination, and upon the exercise of such option by Purchaser, this Agreement shall receive at Closing a credit against become null and void, the Purchase Price in an amount equal Xxxxxxx Money shall be returned to Purchaser and neither party shall have any deductible(s) and uninsured amounts applicable theretofurther liability or obligations hereunder, except those that expressly survive termination.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, Closing the Property building on the Land or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty (that is, damage or destruction which Purchaser reasonably believes could be in excess of Five Hundred Thousand and No/100 Dollars ($25,000.00500,000.00) for such building located on the Property, or in the event of a condemnation or eminent domain taking which materially prevents access to the Property or any part thereof), Purchaser shall have the option which shall be exercised not later than twenty (20) business days following the date Purchaser receives written notice of the condemnation or damage (with Closing being extended, if necessary, to accommodate such time periods) either to (a) to terminate this Agreement Agreement, or (b) to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the SellerAgreement, as Purchaser shall be entitled to receive all of the Closing Date, has not received the insurance condemnation proceeds or condemnation proceeds related settle the loss under all policies of insurance applicable to such damage, the destruction or condemnationdamage and receive all of the proceeds of insurance applicable thereto, then Sellerand Seller shall, at ClosingClosing and thereafter, shall assign all insurance claims pertaining to such damage or destruction execute and all rights to condemnation proceeds to Purchaser by executing and delivering deliver to Purchaser all required proofs of loss, assignments of claim and/or proceeds claims and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction to the Land (that is, damage or destruction to the Land which Purchaser reasonably believes could be Five Hundred Thousand and No/100 Dollars ($25,000.00 500,000.00) or less) less for the building located on the Land, or which does not substantially prevent access to the Property Land or any part thereof), Seller shall either completely repair such damage prior to Closing in a manner satisfactory to Purchaser or, at Purchaser's Seller’s option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items items, or allow Purchaser a credit against the Purchase Price in an amount equal to the Purchaser’s reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, . Purchaser shall receive at Closing a credit against the Purchase Price Cash Balance in an amount equal to any deductible(s) and uninsured amounts applicable thereto. In the event this Agreement is terminated pursuant to this Section 6. the Xxxxxxx Money shall be refunded to Purchaser, whereupon this Agreement and all rights and obligations of the parties hereunder shall be null and void. In the event Seller shall assign its insurance proceeds to Purchaser then, in addition thereto, Purchaser shall be entitled to a reduction in the Purchase Price equal to the amount of Seller’s deductible. Notwithstanding anything to the contrary herein, the provisions of this Section shall not waive or release any duty or obligation of Seller herein or waive any condition to Purchaser’s obligations at Closing.

CASUALTY LOSS AND CONDEMNATION. If, prior to the Closing, the Property all or any part thereof shall be condemned, or portion of the Assets is destroyed or materially damaged by fire or other casualty or if any portion of the Assets shall be taken by condemnation or under the right of eminent domain (that is, all of which are herein called "Casualty Loss" and limited to property damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00taking only), Purchaser Buyer and Seller must agree prior to Closing either (i) to delete that portion of the Assets which is subject to the Casualty Loss from the Assets, and the Purchase Price shall be reduced by the value allocated to the deleted interest as set out in Exhibit "B," or (ii) for Buyer to proceed with the purchase of such Assets, notwithstanding any such destruction or taking (without reduction of the Purchase Price) in which case Seller shall pay, at the Closing, to Buyer all sums paid to Seller by third parties by reason of the destruction or taking of such Assets and shall assign, transfer and set over unto Buyer all insurance proceeds received by Seller as well as all of the right, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from third parties arising out of such destruction or taking. If the allocated value of that portion of the Assets affected by the casualty Loss as shown on Exhibit "B" exceeds two million five hundred thousand dollars ($2,500,000.00), Buyer and Seller shall each have the option either right to terminate this Agreement or upon written notification to consummate the other, the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement shall not close and if the Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the thereafter neither Buyer nor Seller prior to Closing. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights liability or further obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereofother hereunder. In the event of such termination, Seller shall either repair such damage prior return the Performance Deposit to Closing orBuyer, at Purchaser's optionwithout interest. Prior to Closing, either assign all insurance claims pertaining to such damage Seller shall not voluntarily compromise, settle or destruction to Purchaser adjust any amounts payable by executing and delivering to Purchaser at Closing and thereafter all required proofs reason of loss, assignments any Casualty Loss without first obtaining the written consent of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable theretoBuyer.

CASUALTY LOSS AND CONDEMNATION. Prior to closing, the risk of loss shall remain with Seller. If, prior to Closing, the Property or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If the Property or any part thereof shall be condemned such that damages are in excess of Seven Hundred Fifty Thousand and No/100ths Dollars ($750,000.00) (as determined by an MAI certified appraiser selected by Seller) or if the Property or any part thereof shall be destroyed or damaged by fire or other casualty (that is, damage or destruction the repair of which Purchaser reasonably believes could be would cost in excess of Seven Hundred Fifty Thousand and No/100ths Dollars ($25,000.00750,000.00) (as determined by the insurance adjuster designated by Seller’s insurance company), Purchaser shall have then, at the option either of Purchaser, which option shall be exercisable, if at all, by written notice thereof to terminate Seller within ten (10) business days after Purchaser receives written notice of such fire, earthquake or other casualty or condemnation and the insurance adjuster’s determination of resulting damages, this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closingmay be terminated. If Purchaser elects to terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser by Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except for those obligations which specifically expressly survive termination termination. In the event that Purchaser does not exercise its option to terminate the Agreement set forth above, or if the condemnation or casualty is below the $750,000 threshold described above, then the Closing shall take place on the Closing Date and Purchaser shall be entitled to receive: (a) with respect to a condemnation, an assignment of this Agreement. If there is any other damage or destruction (that isall of Seller’s right, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) title and interest in and to the Property or any part thereofcondemnation proceeds to be awarded to Seller as a result of such condemnation, Seller shall either repair such damage prior and (b) with respect to Closing ora casualty, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price payable at Closing in an the total amount of the loss equal to (i) the reasonably estimated cost of repair plus (ii) the estimated amount of lost rental income subsequent to the Closing Date not to exceed 180 days, all as reasonably determined by Seller’s insurer’s claim representative, minus (iii) any sums expended by Seller in repairs or restoration. In addition, in the event of the foregoing, Purchaser shall deliver to Seller at Closing a repairrelease in form reasonably satisfactory to Seller whereby Purchaser releases Seller from all ongoing liability and/or claims in connection with such condemnation or casualty. If Purchaser elects Notwithstanding anything to take an assignment of all insurance claims as provided for the contrary contained in this Section 5, in the event any condemnation below the $750,000 threshold described above either (i) prohibits, as a matter of applicable law, the rebuilding or repair of the Improvements substantially as they currently exist or (ii) prevents access to the Property from a publicly dedicated street, then Purchaser may elect to terminate this Agreement by written notice thereof to Seller within ten (10) business days of such determination, and upon the exercise of such option by Purchaser, this Agreement shall become null and void, the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further liability or obligations hereunder, except those that expressly survive termination. 22043518.5 -9- Notwithstanding anything to the contrary contained in this Section 5, if the Property or any part thereof shall be condemned such that damages are in excess of Eight Hundred Thousand and No/100ths Dollars ($800,000.00) (as determined by an MAI certified appraiser selected by Seller) or if the Property or any part thereof shall be destroyed or damaged by fire or other casualty the repair of which would cost in excess of Eight Hundred Thousand and No/100ths Dollars ($800,000.00) (as determined by the insurance adjuster designated by Seller’s insurance company), then, at the option of Seller, which option shall be exercisable, if at all, by written notice thereof to Purchaser within ten (10) business days after Seller receives written notice of such fire, earthquake or other casualty or condemnation, this Agreement may be terminated. If Seller elects to terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser by Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except those which expressly survive termination. 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable thereto.

CASUALTY LOSS AND CONDEMNATION. Prior to Closing, the risk of loss shall remain with Seller. If, prior to Closing, the Property or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If the Property or any part thereof shall be condemned such that damages are in excess of $250,000 (as determined by Seller in good faith) or if the Property or any part thereof shall be destroyed or damaged by fire or other casualty (that is, damage or destruction the repair of which Purchaser reasonably believes could be would cost in excess of $25,000.00250,000 (as determined by Seller in good faith), Purchaser shall have the option either to terminate this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding then, within twenty (20) days of such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction casualty or condemnation, then Seller shall notify Purchaser of its good faith determination of the resulting damages. At the option of either Seller or Purchaser, which option shall be exercisable, if at all, by written notice thereof to the other party within ten (10) business days after Purchaser receives written notice of such fire, earthquake or other casualty or condemnation and Seller's good faith determination of resulting damages, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar itemsthis Agreement may be terminated. If the either Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser elects elect to terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser by Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement. In the event that neither Purchaser nor Seller exercise the option to terminate the Agreement set forth above, except for those obligations which specifically survive termination or if the condemnation or casualty is below the $250,000 threshold described above, then the Closing shall take place on the Closing Date and Purchaser shall be entitle to receive the condemnation proceeds in the event of this Agreement. If there is any other damage a condemnation, or destruction (that isin the event of a casualty, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price payable at Closing in an the total amount equal of the estimated proceeds to Seller under any applicable hazard or other insurance policy or policies in effect with respect to the Property, (including, without limitation, a credit for the estimated amount of lost rental income subsequent to the Closing Date, if any,) all as determined by the applicable insurance representatives, PLUS the amount of any applicable deductibles MINUS any sums expended by Seller in repairs or restoration; provided, however that in no event shall the total credit to Purchaser exceed the amount of the loss. In addition, in the event of the foregoing, Purchaser shall deliver to Seller at Closing a release in form reasonably estimated cost of a repairsatisfactory to Seller whereby Purchaser releases Seller from all ongoing liability and/or claims in connection with such condemnation or casualty. If Purchaser elects Notwithstanding anything to take an assignment of all insurance claims as provided for the contrary contained in this Section 65, in the event any condemnation below the $250,000 threshold described above either (i) prohibits, as a matter of applicable law, the rebuilding or repair of the Property as it currently exists or (ii) prevents access to the Property from a publicly dedicated street, then Purchaser may elect to terminate this Agreement by written notice thereof to Seller within ten (10) business days of such determination, and upon the exercise of such option by Purchaser, this Agreement shall receive at Closing a credit against become null and void, the Purchase Price in an amount equal Xxxxxxx Money shall be returned to Purchaser and neither party shall have any deductible(s) and uninsured amounts applicable theretofurther liability or obligations hereunder, except those that expressly survive termination.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof (a) shall be condemned, or destroyed or materially damaged by fire or other casualty (that is, damage or destruction which Purchaser Partnership reasonably believes could be in excess of $25,000.00)50,000.00) or (b) shall be the subject of a condemnation proceeding and actual notice of such proceeding shall have been served on Contributor, Purchaser Partnership shall have the option either to terminate this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. Within two (2) days of any casualty to or destruction of all or any part of the Property or Contributor's receipt of actual notice of a condemnation proceeding affecting the Property, Contributor shall deliver notice thereof to Partnership. After its receipt of such notice, Partnership shall have sixty (60) days within which to deliver notice to Contributor stating which of the options available to Partnership pursuant to the terms of this Section 15 Partnership has elected to pursue. Notwithstanding anything to the contrary set forth in this Agreement, in the event the Closing Date is scheduled during this sixty (60) day decision period, then, in such event, the Closing Date automatically shall be extended to allow Partnership the full benefit of said sixty (60) day decision period. If the Purchaser Closing Date is so extended and Partnership elects to consummate the transaction contemplated by this Agreement Agreement, then, the Closing shall occur on the fifth (5th) business day following Contributor's receipt of Partnership's notice stating that Partnership has elected to consummate the transaction contemplated by this Agreement, or at such earlier date as Contributor and if Partnership may mutually agree in writing. Partnership's failure to deliver notice to Contributor as required in this Section 15 shall be deemed an election by Partnership to terminate this Agreement. If Partnership elects to consummate the Sellertransaction contemplated by this Agreement, as Partnership shall be entitled to receive the condemnation proceeds or take part in the settlement of the Closing Date, has not received loss under all policies of insurance applicable to the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnationdamage and receive the proceeds of insurance applicable thereto, then Sellerand Contributor shall, at ClosingClosing and thereafter, shall assign all insurance claims pertaining execute and deliver to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser Partnership all required proofs of loss, assignments of claim and/or proceeds claims and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser Partnership elects to terminate this Agreement, the Xxxxxxx Money shall be returned to Partnership by the Escrow Agent, less One Hundred Dollars ($100.00), which Escrow Agent shall pay to Contributor as due consideration for this Agreement, at which time this Agreement shall, without further action of the parties, become null and void shall terminate and neither party shall have any further rights or obligations under this Agreement, except for those obligations which as specifically survive termination of this Agreementset forth herein. If there is any other damage or or, destruction (that is, damage or destruction which Purchaser Partnership reasonably believes could be $25,000.00 50,000.00 or less) ), to the Property or any part thereof, Seller shall either repair such damage prior to Closing orContributor, at Purchaser's optionits election, shall either assign all insurance claims pertaining to such damage or destruction to Purchaser Partnership by executing and delivering to Purchaser Partnership at Closing and thereafter all required proofs of loss, assignments of claims and other similar items items, or allow Purchaser Partnership a credit against the Purchase Price in an amount reasonably acceptable to both Contributor and Partnership equal to the reasonably estimated cost of a repair. If Purchaser Partnership elects to take take, or Contributor elects to make, an assignment of all insurance claims as provided for in this Section 615, Purchaser Partnership shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable thereto.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be taken or condemned, a suit filed to take or condemn all or a portion of the Property, or the Property or any portion thereof is destroyed or materially damaged by fire or other casualty casualty, Seller shall promptly so notify Purchaser. In such event, provided that either: (that is, i) the reasonable cost to restore the Property due to such damage or destruction which Purchaser reasonably believes could be in excess of is greater than One Million and No/100 Dollars ($25,000.001,000,000.00) (a "Material Casualty"), or (ii) any material portion of the building located on the Property is designated to be or is taken or condemned (a "Material Condemnation"), then Purchaser shall have the option either to terminate this Agreement by delivery of its written termination notice to Seller within fifteen (15) days after Seller's delivery to Purchaser of its notice of a Material Condemnation or the occurrence of a Material Casualty. If (a) the aforementioned casualty is not a Material Casualty, (b) the aforementioned taking or condemnation is not a Material Condemnation, or (c) Purchaser does not elect to terminate this Agreement pursuant to the provisions of the preceding sentence (time being of the essence with respect to any such election), then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as without abatement of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, Purchase Price (except that Purchaser shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser receive a credit against the Purchase Price in an amount equal to any deductible amount under Seller's casualty insurance payable with respect to the amount Property) and Purchaser shall be entitled to approve the terms of any casualty insurance settlement, such approval not to be unreasonably withheld or delayed, and to receive at Closing the taking, condemnation or casualty insurance proceeds (together with or an amount equal assignment of the right to such proceeds) (less any deductible(samounts applied against costs incurred or income lost by Seller as a result of such occurrence) and uninsured amounts) or condemnation proceeds received by the Seller prior shall, at Closing, execute and deliver to ClosingPurchaser all customary proofs of loss, assignments of claims and other similar items. If Purchaser elects to terminate this Agreement pursuant to the provisions of this Section 5 and Purchaser is not in default under this Agreement, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement; provided, except for those obligations which specifically survive termination of this however, that the foregoing shall not limit Seller's recourse against Purchaser under Sections 6 and 11(G) below and under the "Confidentiality Agreement. If there is any other damage or destruction " (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable theretohereinafter defined).

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property Property, or any part thereof shall be condemned, destroyed, or destroyed or materially damaged by fire or other casualty casualty, Seller shall promptly so notify Purchaser. In the event of a Material Loss (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00as hereinafter defined), Purchaser shall have the option either to terminate this Agreement by giving notice to Seller within fifteen (15) days of the date Seller provides notice to Purchaser of the Material Loss (but no later than the Closing). If the condemnation, destruction or to damage does not result in a Material Loss, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement is consummated, then (i) in the case of a condemnation, Purchaser shall be entitled to receive any condemnation proceeds, (ii) in the case of a casualty, Purchaser shall be entitled to receive (A) any proceeds of insurance under any policy(ies) of insurance applicable to the destruction or damage of the Property, (B) the amount of any deductible, and (C) any remaining cost to repair not covered by Seller’s insurance (if the any); all net of repair costs incurred by Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Sellerand (iii) Seller shall, at Closing, shall assign all insurance claims pertaining to such damage or destruction execute and all rights to condemnation proceeds to Purchaser by executing and delivering deliver to Purchaser all required customary proofs of loss, assignments of claim and/or proceeds loss and other similar items. If In addition, in the event Closing occurs, Purchaser elects shall deliver to consummate the transaction contemplated by this Agreement and if the Seller, as of the Seller at Closing Date, has received the insurance proceeds a release in form reasonably satisfactory to Seller whereby Purchaser releases Seller from all ongoing liability and/or claims in connection with such condemnation or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closingcasualty. If Purchaser elects to terminate this AgreementAgreement in accordance with this Section 5, the Exxxxxx Money shall be returned to Purchaser, at which time this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those obligations which specifically expressly survive termination of this Agreement. If there is any other damage or destruction (that isFor purposes of this Section 5, a “Material Loss” means condemnation, damage or destruction which Purchaser that either (x) is reasonably believes could estimated by Seller’s insurer or appraiser to cost or be valued at (as the case may be) more than Five Million Dollars ($25,000.00 or less5,000,000) as to the Property or any part portion thereof, or (y) is sufficient to permit any tenant occupying in excess of 300,000 rentable square feet (the Major Tenant”) to terminate its Lease in accordance with the terms thereof and such tenant has notified Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage of the termination of said Lease (whether or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against not tenant has then vacated the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable theretodemised premises thereunder).

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property Property, or any part thereof shall be condemned, condemned or destroyed or materially damaged by fire or other casualty casualty, Seller shall promptly so notify Purchaser. In the event of a material loss (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00as hereinafter defined), either Seller or Purchaser shall have the option either to terminate this Agreement by giving notice to the other party within fifteen (15) days of the other party's request that the option be exercised (but no later than the Closing). If the condemnation, destruction or to damage does not result in a material loss, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if is consummated, Purchaser shall be entitled to receive any condemnation proceeds or proceeds of insurance under all policies of insurance applicable to the Seller, as destruction or damage of the Closing DateProperty and in the event of any damage or destruction Purchaser shall also receive a credit against the Purchase Price equal to the deductible amount under Seller's applicable insurance. In addition, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then SellerSeller shall, at Closing, shall assign all insurance claims pertaining to such damage or destruction execute and all rights to condemnation proceeds to Purchaser by executing and delivering deliver to Purchaser all required customary proofs of loss, assignments of claim and/or proceeds loss and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser either party elects to terminate this AgreementAgreement in accordance with this Section, the Earnest Money shall be returned to Purchaser, Seller shall not be liablx xx Xxrchaser for the Reimbursement or the Termination Fee (as hereinafter defined), and this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, Agreement except for those obligations which specifically expressly survive termination of this Agreement. If there is any other damage or destruction (that isFor purposes of this Section, a "material loss" means condemnation, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the that is reasonably estimated to cost of a repair. If Purchaser elects to take an assignment of all insurance claims or be valued at (as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(scase may be) and uninsured amounts applicable theretomore than Five Hundred Thousand Dollars ($500,000.00).

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, Closing the Property building on the Land or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty (that is, damage or destruction which Purchaser reasonably believes could be in excess of Five Hundred Thousand and No/100 Dollars ($25,000.00500,000.00) for such building located on the Premises, or in the event of a condemnation or eminent domain taking which materially prevents access to the Premises or any part thereof), Purchaser shall have the option which shall be exercised not later than twenty (20) business days following the date Purchaser receives written notice of the condemnation or damage (with Closing being extended, if necessary, to accommodate such time periods) either to (a) to terminate this Agreement Agreement, or (b) to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the SellerAgreement, as Purchaser shall be entitled to receive all of the Closing Date, has not received the insurance condemnation proceeds or condemnation proceeds related settle the loss under all policies of insurance applicable to such damage, the destruction or condemnationdamage and receive all of the proceeds of insurance applicable thereto, then Sellerand Seller shall, at ClosingClosing and thereafter, shall assign all insurance claims pertaining to such damage or destruction execute and all rights to condemnation proceeds to Purchaser by executing and delivering deliver to Purchaser all required proofs of loss, assignments of claim and/or proceeds claims and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction to the Land (that is, damage or destruction to the Land which Purchaser reasonably believes could be Five Hundred Thousand and No/100 Dollars ($25,000.00 500,000.00) or less) less for the building located on the Land, or which does not substantially prevent access to the Property Land or any part thereof), Seller shall either completely repair such damage prior to Closing in a manner satisfactory to Purchaser or, at Purchaser's Seller’s option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items items, or allow Purchaser a credit against the Purchase Price in an amount equal to the Purchaser’s reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price Cash Balance in an amount equal to any deductible(s) and uninsured amounts applicable thereto. In the event this Agreement is terminated pursuant to this Section 6, the Xxxxxxx Money shall be refunded to Purchaser, whereupon this Agreement and all rights and obligations of the parties hereunder shall be null and void. In the event Seller shall assign its insurance proceeds to Purchaser then, in addition thereto, Purchaser shall be entitled to a reduction in the Purchase Price equal to the amount of Seller’s deductible. Notwithstanding anything to the contrary herein, the provisions of this Section shall not waive or release any duty or obligation of Seller herein or waive any condition to Purchaser’s obligations at Closing.

CASUALTY LOSS AND CONDEMNATION. If, prior to the Closing, the Property all or any part thereof shall be condemned, or portion of the Assets is destroyed or materially damaged by fire or other casualty or if any portion of the Assets shall be taken by condemnation or under the right of eminent domain (that is, all of which are herein called "Casualty Loss" and limited to property damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00taking only), Purchaser Buyer and Seller must agree prior to Closing either () to delete that portion of the Assets which is subject to the Casualty Loss from the Assets, and the Purchase Price shall be reduced by the value allocated to the deleted interest as set out in Exhibit B, or () for Buyer to proceed with the purchase of such Assets, notwithstanding any such destruction or taking (without reduction of the Purchase Price) in which case Seller shall pay, at the Closing, to Buyer all sums paid to Seller by third parties by reason of the destruction or taking of such Assets and shall assign, transfer and set over unto Buyer all insurance proceeds received by Seller as well as all of the right, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from third parties arising out of such destruction or taking; provided, however, if the value of that portion of the Assets affected by the Casualty Loss, not to exceed that allocated in Exhibit B, exceeds $123,250, Buyer and Seller shall each have the option either right to terminate this Agreement or upon written notification to consummate the other, the transaction contemplated by this Agreement notwithstanding such condemnationshall not close, destruction or material damage. If the Purchaser elects Performance Deposit shall be refunded to consummate the transaction contemplated by this Agreement Buyer, and if the Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the thereafter neither Buyer nor Seller prior to Closing. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights liability or further obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereofother hereunder. Prior to Closing, Seller shall either repair such damage prior to Closing ornot voluntarily compromise, at Purchaser's option, either assign all insurance claims pertaining to such damage settle or destruction to Purchaser adjust any amounts payable by executing and delivering to Purchaser at Closing and thereafter all required proofs reason of loss, assignments any Casualty Loss without first obtaining the written consent of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable theretoBuyer.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, Closing any Building(s) on the Property Land or any part thereof building(s) on a Companion Property (a “Companion Building”) shall be condemned, or destroyed or materially damaged by fire or other casualty (that is, damage or destruction which Purchaser reasonably believes could be in excess of Ten Million and No/100 Dollars ($25,000.0010,000,000.00) for such Building(s) or Companion Building(s), or in the event of a condemnation which materially prevents access to the Property or a Companion Property, or any part thereof), Purchaser shall have the option which shall be exercised not later than ten (10) business days following the date Purchaser receives written notice from Seller of the condemnation or damage (with Closing being extended, if necessary, to accommodate such time periods) either to (a) to terminate this Agreement Agreement, or (b) to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the SellerAgreement, as Purchaser shall be entitled to receive all of the Closing Date, has not received the insurance condemnation proceeds or condemnation proceeds related settle the loss under all policies of insurance applicable to such damage, the destruction or condemnationdamage and receive all of the proceeds of insurance applicable thereto, then Sellerand Seller shall, at ClosingClosing and thereafter, shall assign all insurance claims pertaining to such damage or destruction execute and all rights to condemnation proceeds to Purchaser by executing and delivering deliver to Purchaser all required proofs of loss, assignments of claim and/or proceeds claims and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction to any Building(s) or Companion Building(s) (that is, damage or destruction to such Building(s) or Companion Building(s) which Purchaser reasonably believes could be Ten Million and No/100 Dollars ($25,000.00 10,000,000.00) or lessless for such Building(s) or Companion Building(s), or which does not substantially prevent access to the Land or the Companion Properties or otherwise materially adversely affect the Property or any part thereofthe Companion Properties), at Purchaser’s election, Seller shall either completely repair such damage prior to Closing in a manner satisfactory to Purchaser or, at Purchaser's Seller’s option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items items, or allow Purchaser a credit against the Purchase Price in an amount equal to the Purchaser’s reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price Cash Balance in an amount equal to any deductible(s) and uninsured amounts applicable thereto.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty, Seller shall promptly so notify Purchaser. In the event the effect of such condemnation or casualty occurring prior to Closing is “material” (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00hereinafter defined), Purchaser shall have the option by written notice to Seller within twenty (20) days of receipt of Seller’s notice to Purchaser, either to terminate this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. Purchaser’s failure to timely provide such written notice shall be deemed Purchaser’s election to close. If the Purchaser elects to consummate the transaction contemplated by this Agreement and or fails to timely elect to terminate this Agreement, or if the Seller, as of the Closing Date, has not received the insurance proceeds a casualty or condemnation proceeds related is immaterial, Purchaser shall be entitled (a) in the event of a condemnation, to such damagereceive the condemnation proceeds, and (b) in the event of a casualty, to settle the loss under all policies of insurance applicable to the destruction or condemnationdamage and receive the proceeds of insurance applicable thereto, then Sellerand Seller shall, at Closing, shall assign all insurance claims pertaining to such damage or destruction execute and all rights to condemnation proceeds to Purchaser by executing and delivering deliver to Purchaser all required customary proofs of loss, assignments of claim and/or proceeds claims and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the SellerIf, as of the Closing Date, has received the insurance proceeds upon a material condemnation or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller casualty prior to Closing. If , Purchaser timely elects to terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, except for those obligations which specifically survive termination . For purposes of this Agreementprovision, a condemnation or casualty loss shall be deemed to be “material” if in the event of condemnation, the value of the Property taken or in the event of a casualty, the cost of repairing or restoring the premises in question, would be equal to or greater than Two-Hundred Fifty Thousand and No/100 Dollars ($250,000.00). If there is The provisions of this Section 7 shall supersede the provisions of any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) law regarding the allocation of the risk of loss between purchasers and sellers. Notwithstanding anything to the Property or any part thereofcontrary contained in this Agreement, Seller shall either repair discloses to Purchaser that Seller is in negotiations with the Indiana Department of Transportation for certain permanent and temporary conveyances in lieu of condemnation, as described on the attached Exhibit M. Seller reserves the right to meet with governmental officials with respect to any pending conveyance in lieu of condemnation and retains all rights to cause such damage conveyances to occur prior to Closing or, at Purchaser's option, either assign and retains all insurance claims pertaining rights with respect to such damage any award or destruction payment made or to Purchaser by executing and delivering be made in connection therewith. No award or payment made to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against Seller shall reduce the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable theretobe paid hereunder.

CASUALTY LOSS AND CONDEMNATION. Prior to Closing, the risk of loss shall remain with Sellers. If, prior to Closing, the Property or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty, Sellers shall promptly so notify Purchaser. If any Property or any part thereof shall be condemned such that damages are in excess of $250,000 (as determined by Sellers in good faith) or if the Property or any part thereof shall be destroyed or damaged by fire or other casualty (that is, damage or destruction the repair of which Purchaser reasonably believes could be would cost in excess of $25,000.00250,000 (as determined by Sellers in good faith), Purchaser shall have the option either to terminate this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding then, within twenty (20) days of such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction casualty or condemnation, then SellerSellers shall notify Purchaser of its good faith determination of the resulting damages. At the option of either Sellers or Purchaser, which option shall be exercisable, if at Closingall, shall assign all insurance claims pertaining by written notice thereof to the other party within ten (10) business days after Purchaser receives written notice of such damage fire, earthquake or destruction other casualty or condemnation and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs Sellers' good faith determination of lossresulting damages, assignments of claim and/or proceeds and other similar itemsthis Agreement may be terminated. If the either Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser elects Sellers elect to terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser by Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement. In the event that neither Purchaser nor Sellers exercise the option to terminate the Agreement set forth above, except for those obligations which specifically survive termination or if the condemnation or casualty is below the $250,000 threshold described above, then the Closing shall take place on the Closing Date and Purchaser shall be entitle to receive the condemnation proceeds in the event of this Agreement. If there is any other damage a condemnation, or destruction (that isin the event of a casualty, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price payable at Closing in an the total amount equal of the estimated proceeds to Sellers under any applicable hazard or other insurance policy or policies in effect with respect to the Property, (including, without limitation, a credit for the estimated amount of lost rental income subsequent to the Closing Date, if any,) all as determined by the applicable insurance representatives, plus the amount of any applicable deductibles MINUS any sums expended by Sellers in repairs or restoration; provided, however that in no event shall the total credit to Purchaser exceed the amount of the loss. In addition, in the event of the foregoing, Purchaser shall deliver to Sellers at Closing a release in form reasonably estimated cost of a repairsatisfactory to Sellers whereby Purchaser releases Sellers from all ongoing liability and/or claims in connection with such condemnation or casualty. If Purchaser elects Notwithstanding anything to take an assignment of all insurance claims as provided for the contrary contained in this Section 65, in the event any condemnation below the $250,000 threshold described above either (i) prohibits, as a matter of applicable law, the rebuilding or repair of the Property as it currently exists or (ii) prevents access to the Property from a publicly dedicated street, then Purchaser may elect to terminate this Agreement by written notice thereof to Sellers within ten (10) business days of such determination, and upon the exercise of such option by Purchaser, this Agreement shall receive at Closing a credit against become null and void, the Purchase Price in an amount equal Xxxxxxx Money shall be returned to Purchaser and neither party shall have any deductible(s) and uninsured amounts applicable theretofurther liability or obligations hereunder, except those that expressly survive termination.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the any Property or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00), i) Purchaser shall have the option either be entitled to terminate this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, receive at Closing, shall assign all insurance claims pertaining subject to such damage or destruction and all rights to mortgagee's rights, the condemnation proceeds or settle after Closing the loss under all policies of insurance applicable to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against damage and/or receive the Purchase Price in an amount equal to the amount proceeds of insurance proceeds (together with an amount equal to any deductible(s) applicable thereto, and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter thereafter, execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6items, (ii) Purchaser shall receive at Closing a credit against the Purchase Price Stage 1 Cash Balance, the Prudential Cash Balance or the Stage 2 Cash Balance, as the case may be, in an amount equal to any deductible(s) and uninsured amounts applicable thereto, and (iii) in the case of damage or destruction by fire or other casualty, there shall be withheld from the Stage 1 Cash Balance, the Prudential Cash Balance or the Stage 2 Cash Balance, as the case may be, an amount (the "Holdback Amount") equal to 110% of the total cost of repair, less the amount of any insurance proceeds held by said mortgagees and any credits given to Purchaser at Closing for any deductibles or uninsured amounts and less the cost of all such work theretofore completed and paid for by Seller (as indicated by lien waivers, sworn statements and such architect's certificates as would reasonably be required by an institutional construction lender). The Holdback Amount shall be held in a strict joint order escrow account with the Title Insurer. Upon Purchaser's actual receipt of any casualty insurance proceeds with respect to the casualty in question, the corresponding amount shall be released to Seller from the escrow account in which the Holdback Amount is held, it being understood that all such insurance proceeds shall be the property of Seller, subject to the terms hereof. In performing any repair or restoration work that was not completed and paid for prior to Closing, Purchaser shall first apply the amount of any insurance proceeds actually received by Purchaser and an amount equal to any credit received at Closing for any deductibles or uninsured amounts, and thereafter shall be entitled to have the Holdback Amount disbursed to Purchaser from escrow to compensate Purchaser for (i) any remaining costs of said repair or restoration work and (ii) an amount equal to the lost rental income from the units that were rented at the time of the casualty and were removed from service by the casualty, for the period from and after the Closing through and including the date on which the units are rendered rent ready, based upon the monthly rental income rates for said units immediately prior to the casualty. Any amounts remaining in the said escrow, after the repair or restoration work is completed and any amounts to which Purchaser is entitled under the preceding sentence have been disbursed to Purchaser, shall be disbursed from said escrow to Seller, after the payment of all reasonable fees and charges of the escrowee. Subject to mortgagee's rights, Purchaser shall have the reasonable right to determine the scope of the repair and restoration work (as may be required to restore the applicable Property to the condition immediately prior to the casualty) and the identity of all contractors and architects engaged in connection therewith. In the event of a condemnation of one of the Properties, Seller's settlement or conduct of any condemnation case prior to the applicable Closing shall be subject to Purchaser's prior approval, which shall not be unreasonably withheld, conditioned or delayed, and Seller shall assign to Purchaser at said Closing all rights in connection with any pending condemnation action or award.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property Property, or any part thereof shall be condemned, condemned or destroyed or materially damaged by fire or other casualty casualty, Seller shall promptly so notify Purchaser. In the event of a Material Loss (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00hereinafter defined), either Seller or Purchaser shall have the option either to terminate this Agreement by giving notice to the other party within fifteen (15) days of the date of such condemnation, destruction or damage (but no later than the Closing), provided that if a Material Loss affects only the Hokulei Land and Improvements, the Puunene Land and Improvements, or the Laulani and Pad G Land and Improvements (each a “Shopping Center”), then Purchaser and Seller shall each have the option to (A) terminate this Agreement as to the affected portion of the Property only (“Excluded Property”), whereupon (i) ImanageDB:4161238.11 this Agreement shall remain in effect as to the remainder of the Property, and (ii) the Purchase Price shall be reduced by the amount allocated to the Excluded Property on Schedule 2 or (B) terminate this Agreement in its entirety, whereupon the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further rights or obligations under this Agreement except as otherwise provided for in this Agreement. If the condemnation, destruction or damage does not result in a Material Loss, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement is consummated, Purchaser shall be entitled to receive (and Seller shall assign or pay over to Purchaser) any condemnation proceeds or proceeds of insurance under all policies of insurance applicable to the destruction or damage of the Property (including rent loss insurance to the extent applicable to rents which were to have been paid after the Closing), together with a credit in the amount of any deductible (and if the Seller, as prior to Closing Seller has incurred any reasonable costs to repair any of the Closing Datesame, has not received the insurance proceeds or condemnation proceeds related to Seller shall receive a credit from Purchaser for such damage, destruction or condemnation, then Seller, costs at Closing), shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing Seller shall, from and delivering after Closing, execute and deliver to Purchaser all required customary proofs of loss, assignments of claim and/or proceeds loss and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser either party elects to terminate this AgreementAgreement in its entirety in accordance with this Section 5, this Agreement shall, without further action of then the parties, become null and void Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further rights or obligations under this Agreement, Agreement except as otherwise provided for those obligations which specifically survive termination of in this Agreement. If there is any other damage or destruction (that isFor purposes of this Section 5, a “Material Loss” means condemnation, damage or destruction of the Property as a whole (or as to any of the Shopping Centers) that is reasonably estimated to cost or be valued at (as the case may be) more than fifteen percent (15%) of the Purchase Price (or the portion of the Purchase Price allocated to the affected Shopping Center) or which Purchaser reasonably believes could be $25,000.00 causes tenants that pay, in the aggregate, fifteen percent (15%) or less) more of the aggregate base rent with respect to the Property (or any part thereofthe affected Shopping Center), Seller shall either repair to have the right to terminate their Leases (and such right has not been waived within thirty days of the date of the condemnation, damage prior to Closing oror destruction). If the condemnation, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs occurs after the end of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6Due Diligence Period, Purchaser shall receive at have the option to extend the Closing Date by such reasonable period (not to exceed 15 days) necessary for determination of whether a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable theretoMaterial Loss has occurred.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be taken by eminent domain or condemned, or destroyed or materially damaged by fire or other casualty casualty, Seller shall promptly so notify Purchaser. In the event that either: (that is, i) the reasonable cost to restore the Property due to such damage or destruction which Purchaser reasonably believes could be is greater than One Million Dollars ($1,000,000) (a "Material Casualty") (ii) tenants occupying their space under the Leases totaling in excess of $25,000.00ten percent (10%) of the aggregate rented square footage of the Office Building are entitled to terminate their respective Leases on account of such damage, destruction or taking and have not delivered to Purchaser a binding waiver of such rights on or before the Closing Date, (iii) such damage, destruction or taking would, after completion of the repair, result in a material violation of applicable laws affecting the Property (including, without limitation, a violation of the number of parking spaces required by applicable zoning, which is not remedied by Closing or for which Seller cannot obtain a zoning variance), (iv) such damage, destruction or taking would result in a permanent material impairment of reasonable means of vehicular or pedestrian access to the Office Building, or (v) any material portion of the Office Building is taken or condemned (a "Material Condemnation"), then Purchaser shall have the option either to terminate this Agreement by delivery of its written termination notice to Seller within twenty (20) days of Seller's written notice thereof. If (a) the aforementioned casualty is not a Material Casualty, (b) the aforementioned taking or condemnation is not a Material Condemnation, or (c) Purchaser does not elect to terminate this Agreement pursuant to the provisions of the preceding sentence (time being of the essence with respect to any such election), then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as without abatement of the Purchase Price and Purchaser shall be entitled during the period following the Inspection Period and prior to Closing Dateto approve the terms of any property insurance settlement, has such approval not received to be unreasonably withheld or delayed, and to receive at Closing the taking, condemnation or property insurance proceeds (or condemnation proceeds an assignment of the right to such proceeds) (less any amounts applied against costs incurred by Seller related to such damage, destruction the restoration or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as repair of the Closing Date, has received the insurance proceeds or condemnation proceeds related to Property as a result of such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser occurrence) plus a credit against the Purchase Price in an amount equal to the amount of any uninsured loss (as to property only) and any deductible payable by Seller under applicable property insurance, and Seller shall, at Closing, execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar items. Seller shall be entitled to all rent loss insurance proceeds (together with an amount equal attributable to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closingperiod through the Closing Date. If Purchaser elects to terminate this Agreement pursuant to the provisions of this Section 5 and Purchaser is not in material default under this Agreement, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, Agreement except for those rights and obligations which specifically expressly survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims Agreement as provided for herein and Seller's rights under the Confidentiality Agreement (as defined in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s8(A) and uninsured amounts applicable theretobelow).

CASUALTY LOSS AND CONDEMNATION. If, prior to the Closing, the Property all or any part thereof shall be condemned, or portion of the Assets are destroyed or materially damaged by fire or other casualty or if any portion of the Assets shall be taken by condemnation or under the right of eminent domain (that is, all of which are herein called “Casualty Loss” and limited to property damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00taking only), Purchaser Buyer and Seller must agree prior to Closing either (i) to delete that portion of the Assets which is subject to the Casualty Loss from the Assets, and the Purchase Price shall be reduced by the value allocated to the deleted Asset as set out in Exhibit “F,” or (ii) for Buyer to proceed with the purchase of such Assets, notwithstanding any such destruction or taking (without reduction of the Purchase Price) in which case Seller shall pay, at the Closing, to Buyer all sums paid to Seller by third Persons by reason of the destruction or taking of such Assets and shall assign, transfer and set over unto Buyer all insurance proceeds received by Seller as well as all of the right, title and interest of Seller in and to any Claims, unpaid proceeds or other payments from third Persons arising out of such destruction or taking. If the Allocated Value of that portion of the Assets affected by the Casualty Loss as shown on Exhibit “F” exceeds twenty percent (20%) of the Purchase Price, Buyer and Seller shall each have the option either right to terminate this Agreement or upon written notification to consummate the other, the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement shall not close and if the Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the thereafter neither Buyer nor Seller prior to Closing. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights Liability or further obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereofother hereunder. In the event of such termination, Seller shall either repair such damage prior return the Performance Deposit to Closing orBuyer, at Purchaser's optiontogether with all accrued interest. Prior to Closing, either assign all insurance claims pertaining to such damage Seller shall not voluntarily compromise, settle or destruction to Purchaser adjust any amounts payable by executing and delivering to Purchaser at Closing and thereafter all required proofs reason of loss, assignments any Casualty Loss without first obtaining the written consent of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable theretoBuyer.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property Property, or any part thereof shall be condemned, destroyed, or destroyed or materially damaged by fire or other casualty casualty, Seller shall promptly so notify Purchaser. In the event of a Material Loss (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00as defined below), either Seller or Purchaser shall have the option either to terminate this Agreement by giving notice to the other party within fifteen (15) days of the date Seller provides notice to Purchaser of the Material Loss (but no later than the Closing). If either (x) the condemnation, destruction or damage does not result in a Material Loss or (y) the condemnation, destruction or damage does result in a Material Loss and neither Seller nor Purchaser provides notice to the other party within such fifteen (15) day period of its election to terminate this Agreement, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if is consummated, then (i) in the Sellercase of a condemnation, Purchaser, as the owner of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Membership Interests after Closing, shall assign all insurance claims pertaining be entitled to such damage or destruction receive any condemnation proceeds, and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs (ii) in the case of lossa casualty, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the SellerPurchaser, as the owner of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Membership Interests after Closing, shall allow Purchaser a credit against be entitled to receive (A) any proceeds of insurance under any policy(ies) of insurance applicable to the Purchase Price in an amount equal to destruction or damage of the Property, (B) the amount of any deductible, and (C) any remaining cost to repair not covered by insurance proceeds (together with an amount equal to any deductible(s) if any); all net of repair costs incurred and uninsured amounts) or condemnation proceeds received paid by the Seller Nine Penn Owner prior to Closing. In addition, in the event Closing occurs, Purchaser shall deliver to Seller at Closing a release in form reasonably satisfactory to Seller whereby Purchaser releases Seller from all ongoing liability and/or claims in connection with such condemnation or casualty, provided that Purchaser shall have received each of the items set forth in sub-clauses (A) through (C) of clause (ii) of the immediately preceding sentence, and provided further that Seller agrees to collaborate after the Closing with the insurance adjuster retained by the parties in connection with such casualty. If Purchaser either party elects to terminate this AgreementAgreement in accordance with this Section 5, the Xxxxxxx Money shall be returned to Purchaser, at which time this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those obligations which specifically expressly survive termination of this Agreement. If there is any other damage or destruction (that isFor purposes of this Section 5, a “Material Loss” means condemnation, damage or destruction which Purchaser that (x) is reasonably believes could estimated by Seller’s insurer or appraiser to cost or be $25,000.00 or lessvalued at (as the case may be) more than the Loss Threshold (defined below), as applicable to the terminating party, as to the Property or any part portion thereof, Seller shall either repair such damage prior to Closing oror (y) would permanently and materially impair the current use of, at Purchaser's optionor access to, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable thereto.Property; and

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty, Seller shall promptly so notify Purchaser. In the event the effect of such condemnation or casualty occurring prior to Closing is "material" (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00hereinafter defined), Purchaser shall have the option by written notice to Seller within ten (10) days of receipt of Seller's notice to Purchaser, either to terminate this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement or fails to timely elect to terminate this Agreement, or if a casualty or condemnation is immaterial, Purchaser shall be entitled (a) in the event of a condemnation, to receive the condemnation proceeds, and if (b) in the Sellerevent of a casualty, as to settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable thereto, together with a credit in the amount of any deductible portion of the Closing Datepolicy for which Purchaser would be responsible to pay in connection therewith, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Sellerand Seller shall, at Closing, shall assign all insurance claims pertaining to such damage or destruction execute and all rights to condemnation proceeds to Purchaser by executing and delivering deliver to Purchaser all required customary proofs of loss, assignments of claim and/or proceeds claims and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the SellerIf, as of the Closing Date, has received the insurance proceeds upon a material condemnation or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller casualty prior to Closing. If , Purchaser timely elects to terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, except for those obligations which specifically survive termination . For purposes of this Agreement. If there is any other damage provision, a condemnation or destruction casualty loss shall be deemed to be "material" if: (that isx) in the event of condemnation, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the value of the Property taken or any part thereofin the event of a casualty, Seller shall either repair such damage prior to Closing orthe cost of repairing or restoring the premises in question, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount would be equal to or greater than Five Hundred Thousand Dollars ($500,000.00), or (y) an event of condemnation or casualty would permit the reasonably estimated cost termination by the tenant of a repairthe Lease(s) of (i) any Required Tenant (hereafter defined), or (ii) any two (2) Other Tenants (hereafter defined), unless Seller obtains the waiver of such rights by such tenants. If Purchaser elects to take an assignment The provisions of all insurance claims as provided for in this Section 6, Purchaser 7 shall receive at Closing a credit against supersede the Purchase Price in an amount equal to provisions of any deductible(s) law regarding the allocation of the risk of loss between purchasers and uninsured amounts applicable theretosellers.

CASUALTY LOSS AND CONDEMNATION. Prior to closing, the risk of loss shall remain with Seller. If, prior to Closing, the Property or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If the Property or any part thereof shall be condemned such that damages are in excess of Five Hundred Thousand and No/100ths Dollars ($500,000.00) (as determined by an MAI certified appraiser selected by Seller) or if the Property or any part thereof shall be destroyed or damaged by fire or other casualty (that is, damage or destruction the repair of which Purchaser reasonably believes could be would cost in excess of Five Hundred Thousand and No/100ths Dollars ($25,000.00500,000.00) (as determined by the insurance adjuster designated by Seller’s insurance company), Purchaser shall have then, at the option of either Seller or Purchaser, which option shall be exercisable, if at all, by written notice thereof to terminate the other party within ten (10) business days after Purchaser receives written notice of such fire, earthquake or other casualty or condemnation and the insurance adjuster’s determination of resulting damages, this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damagemay be terminated. If the either Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser elects to terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser by Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except for those obligations which specifically expressly survive termination termination. In the event that neither Purchaser nor Seller exercise the option to terminate the Agreement set forth above, or if the condemnation or casualty is below the $500,000 threshold described above, then the Closing shall take place on the Closing Date and Purchaser shall be entitled to receive: (a) with respect to a condemnation, an assignment of this Agreement. If there is any other damage or destruction (that isall of Seller’s right, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) title and interest in and to the Property or any part thereofcondemnation proceeds to be awarded to Seller as a result of such condemnation, Seller shall either repair such damage prior and (b) with respect to Closing ora casualty, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price payable at Closing in an the total amount of the loss equal to (i) the reasonably estimated cost of repair plus (ii) the estimated amount of lost rental income subsequent to the Closing Date not to exceed 90 days, all as determined by Seller’s insurer’s claim representative, minus (iii) any sums expended by Seller in repairs or restoration. In addition, in the event of the foregoing, Purchaser shall deliver to Seller at Closing a repairrelease in form reasonably satisfactory to Seller whereby Purchaser releases Seller from all ongoing liability and/or claims in connection with such condemnation or casualty. If Purchaser elects Notwithstanding anything to take an assignment of all insurance claims as provided for the contrary contained in this Section 65, in the event of any damage or condemnation below the $500,000 threshold described above either (i) prohibits, as a matter of applicable law, the rebuilding or repair of the Improvements substantially as they currently exist or (ii) prevents access to the Property from a publicly dedicated street, then Purchaser may elect to terminate this Agreement by written notice thereof to Seller within ten (10) business days of such determination, and upon the exercise of such option by Purchaser, this Agreement shall receive at Closing a credit against become null and void, the Purchase Price in an amount equal Xxxxxxx Money shall be returned to Purchaser and neither party shall have any deductible(s) and uninsured amounts applicable theretofurther liability or obligations hereunder, except those that expressly survive termination.

CASUALTY LOSS AND CONDEMNATION. If, prior to the Closing, the Property all or any part thereof shall be condemned, or portion of the Assets is destroyed or materially damaged by fire or other casualty or if any portion of the Assets shall be taken by condemnation or under the right of eminent domain (that is, all of which are herein called "Casualty Loss" and limited to property damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00taking only), Purchaser Buyer and Seller must agree prior to Closing either (i) to delete that portion of the Assets which is subject to the Casualty Loss from the Assets, and the Purchase Price shall be reduced by the value allocated to the deleted interest as set out in Exhibit B, or (ii) for Buyer to proceed with the purchase of such Assets, notwithstanding any such destruction or taking (without reduction of the Purchase Price) in which case Seller shall pay, at the Closing, to Buyer all sums paid to Seller by third parties by reason of the destruction or taking of such Assets and shall assign, transfer and set over unto Buyer all insurance proceeds received by Seller as well as all of the right, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from third parties arising out of such destruction or taking; provided, however, if the value of that portion of the Assets affected by the Casualty Loss, not to exceed that allocated in Exhibit B, exceeds10%, Buyer and Seller shall each have the option either right to terminate this Agreement or upon written notification to consummate the other, Seller shall return the Performance Deposit to Buyer, the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement shall not close and if the Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the thereafter neither Buyer nor Seller prior to Closing. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights liability or further obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereofother hereunder. Prior to Closing, Seller shall either repair such damage prior to Closing ornot voluntarily compromise, at Purchaser's option, either assign all insurance claims pertaining to such damage settle or destruction to Purchaser adjust any amounts payable by executing and delivering to Purchaser at Closing and thereafter all required proofs reason of loss, assignments any Casualty Loss without first obtaining the written consent of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable theretoBuyer.

CASUALTY LOSS AND CONDEMNATION. If, prior to the Closing, the Property all or any part thereof shall be condemned, or portion of the Assets is destroyed or materially damaged by fire or other casualty or if any portion of the Assets shall be taken by condemnation or under the right of eminent domain (that is, all of which are herein called "Casualty Loss" and limited to property damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00taking only), Purchaser Buyer and Seller must agree prior to Closing either (i) to delete that portion of the Assets which is subject to the Casualty Loss from the Assets, and the Purchase Price shall be reduced by the value allocated to the deleted interest as set out in Exhibit B, or (ii) for Buyer to proceed with the purchase of such Assets, notwithstanding any such destruction or taking (without reduction of the Purchase Price) in which case Seller shall pay, at the Closing, to Buyer all sums paid to Seller by third parties by reason of the destruction or taking of such Assets and shall assign, transfer and set over unto Buyer all insurance proceeds received by Seller as well as all of the right, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from third parties arising out of such destruction or taking; provided, however, if the value of that portion of the Assets affected by the Casualty Loss, not to exceed that allocated in Exhibit B, exceeds $3,000,000, Buyer and Seller shall each have the option either right to terminate this Agreement or upon written notification to consummate the other, Seller shall return the Performance Deposit to Buyer, the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement shall not close and if the Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the thereafter neither Buyer nor Seller prior to Closing. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights liability or further obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereofother hereunder. Prior to Closing, Seller shall either repair such damage prior to Closing ornot voluntarily compromise, at Purchaser's option, either assign all insurance claims pertaining to such damage settle or destruction to Purchaser adjust any amounts payable by executing and delivering to Purchaser at Closing and thereafter all required proofs reason of loss, assignments any Casualty Loss without first obtaining the written consent of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable theretoBuyer.

CASUALTY LOSS AND CONDEMNATION. Prior to closing, the risk of loss shall remain with Seller. If, prior to Closing, the Property or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If the Property or any part thereof shall be condemned such that damages are in excess of Seven Hundred Fifty Thousand and No/100ths Dollars ($750,000.00), (as determined by an MAI certified appraiser selected by Seller) or if the Property or any part thereof shall be destroyed or damaged by fire or other casualty (that is, damage or destruction the repair of which Purchaser reasonably believes could be would cost in excess of Seven Hundred Fifty Thousand and No/100ths Dollars ($25,000.00750,000.00) (as determined by the insurance adjuster designated by Seller’s insurance company), Purchaser shall have then, at the option either of Purchaser, which option shall be exercisable, if at all, by written notice thereof to terminate Seller within ten (10) business days after the date that Purchaser has received both written notice of such fire, earthquake or other casualty or condemnation and the insurance adjuster’s determination of resulting damages, this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closingmay be terminated. If Purchaser so elects to terminate this Agreement, the Xxxxxxx Money (specifically excluding the Option Fee, which shall be paid to Seller) shall be returned to Purchaser by Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except for those obligations which specifically expressly survive termination termination. In the event that Purchaser does not exercise the option to terminate the Agreement set forth above, or if the condemnation or casualty is below the $750,000 threshold described above, then, subject to the provisions of this Agreement. If there is any other damage or destruction , the Closing shall take place on the Closing Date and Purchaser shall be entitled to receive: (that isa) with respect to a condemnation, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) an assignment of all of Seller’s right, title and interest in and to the Property or condemnation proceeds to be awarded to Seller as a result of such condemnation, and (b) with respect to a casualty, assignment of Seller’s interest in any part thereof, then unpaid insurance proceeds claimed with respect to the loss which is the subject of the casualty and a payment from Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign of all insurance claims pertaining proceeds theretofore paid to Seller with respect to same and not used for restoration or repair (provided, however, Purchaser shall have the right to approve, in its reasonable discretion, any such damage restoration or destruction repair and the amounts expended in connection therewith by Seller except to Purchaser by executing and delivering the extent that any such restoration or repair, in the Seller’s reasonable judgment, is necessary to Purchaser at Closing and thereafter all required proofs of losscomply with applicable laws, assignments of claims and other similar items rules, regulations or allow Purchaser ordinances or to avoid imminent danger to persons or property) plus a credit against the Purchase Price in an amount equal to the deductibles under Seller’s respective insurance policies. In addition, in the event of the foregoing, Purchaser shall deliver to Seller at Closing a release in form and substance reasonably estimated cost of a repairsatisfactory to Seller and Purchaser whereby Purchaser releases Seller from all ongoing liability and/or claims in connection with such condemnation or casualty. If Purchaser elects Notwithstanding anything to take an assignment of all insurance claims as provided for the contrary contained in this Section 65, in the event any condemnation below the $750,000 threshold described above either (i) prohibits, as a matter of applicable law, the rebuilding or repair of the Improvements substantially as they currently exist or (ii) prevents access to the Property from a publicly dedicated street, then Purchaser may elect to terminate this Agreement by written notice thereof to Seller within ten (10) business days of such determination, and upon the exercise of such option by Purchaser, this Agreement shall receive at Closing a credit against become null and void, the Purchase Price Xxxxxxx Money (specifically excluding the Option Fee, which shall be paid to Seller) shall be returned to Purchaser and neither party shall have any further liability or obligations hereunder, except those that expressly survive termination. If and to the extent that Seller is required in an amount equal this Section 5 to assign and transfer to Purchaser any deductible(s) of Seller’s right, title and uninsured amounts applicable theretointerest in and to insurance proceeds, Seller shall cooperate with Purchaser’s efforts, in all reasonable respects, to cause Seller’s insurance carriers to pay any unpaid insurance proceeds to Purchaser and for Purchaser’s benefit.

CASUALTY LOSS AND CONDEMNATION. Prior to closing, the risk of loss shall remain with Seller. If, prior to Closing, the Property or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If the Property or any part thereof shall be condemned such that damages are in excess of Seven Hundred Fifty Thousand and No/100ths Dollars ($750,000.00) (as determined by an MAI certified appraiser selected by Seller) or if the Property or any part thereof shall be destroyed or damaged by fire or other casualty (that is, damage or destruction the repair of which Purchaser reasonably believes could be would cost in excess of Seven Hundred Fifty Thousand and No/100ths Dollars ($25,000.00750,000.00) (as determined by the insurance adjuster designated by Seller’s insurance company), Purchaser shall have then, at the option either of Purchaser, which option shall be exercisable, if at all, by written notice thereof to terminate Seller within ten (10) business days after Purchaser receives written notice of such fire, earthquake or other casualty or condemnation and the insurance adjuster’s determination of resulting damages, this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closingmay be terminated. If Purchaser elects to terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser by Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except for those obligations which specifically expressly survive termination termination. In the event that Purchaser does not exercise its option to terminate the Agreement set forth above, or if the condemnation or casualty is below the $750,000 threshold described above, then the Closing shall take place on the Closing Date and Purchaser shall be entitled to receive: (a) with respect to a condemnation, an assignment of this Agreement. If there is any other damage or destruction (that isall of Seller’s right, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) title and interest in and to the Property or any part thereofcondemnation proceeds to be awarded to Seller as a result of such condemnation, Seller shall either repair such damage prior and (b) with respect to Closing ora casualty, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price payable at Closing in an the total amount of the loss equal to (i) the reasonably estimated cost of repair plus (ii) the estimated amount of lost rental income subsequent to the Closing Date not to exceed 180 days, all as reasonably determined by Seller’s insurer’s claim representative, minus (iii) any sums expended by Seller in repairs or restoration. In addition, in the event of the foregoing, Purchaser shall deliver to Seller at Closing a repairrelease in form reasonably satisfactory to Seller whereby Purchaser releases Seller from all ongoing liability and/or claims in connection with such condemnation or casualty. If Purchaser elects Notwithstanding anything to take an assignment of all insurance claims as provided for the contrary contained in this Section 65, in the event any condemnation below the $750,000 threshold described above either (i) prohibits, as a matter of applicable law, the rebuilding or repair of the Improvements substantially as they currently exist or (ii) prevents access to the Property from a publicly dedicated street, then Purchaser may elect to terminate this Agreement by written notice thereof to Seller within ten (10) business days of such determination, and upon the exercise of such option by Purchaser, this Agreement shall receive become null and void, the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further liability or obligations hereunder, except those that expressly survive termination. 22043518.5 -9- Notwithstanding anything to the contrary contained in this Section 5, if the Property or any part thereof shall be condemned such that damages are in excess of Eight Hundred Thousand and No/100ths Dollars ($800,000.00) (as determined by an MAI certified appraiser selected by Seller) or if the Property or any part thereof shall be destroyed or damaged by fire or other casualty the repair of which would cost in excess of Eight Hundred Thousand and No/100ths Dollars ($800,000.00) (as determined by the insurance adjuster designated by Seller’s insurance company), then, at Closing a credit against the Purchase Price option of Seller, which option shall be exercisable, if at all, by written notice thereof to Purchaser within ten (10) business days after Seller receives written notice of such fire, earthquake or other casualty or condemnation, this Agreement may be terminated. If Seller elects to terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser by Escrowee, in an amount equal to which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any deductible(s) and uninsured amounts applicable theretorights or obligations under this Agreement, except those which expressly survive termination.

CASUALTY LOSS AND CONDEMNATION. A. If, prior to the Closing, the any single Property or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty (that is, damage or destruction which Purchaser reasonably believes could be in excess of Two Hundred Fifty Thousand and 00/100 Dollars ($25,000.00250,000.00) to a Property), Purchaser Contributor shall immediately so notify Acquiror and Acquiror shall be entitled to (i) pursuant and subject to Section 10, delete and eliminate from this Agreement such Property affected by such damage or destruction, at Acquiror's sole discretion, or (ii) subject to the rights of holders of the Existing Indebtedness related to such Property, receive the condemnation proceeds at Closing or settle the loss under all policies of insurance applicable to the destruction or damage to such Property if not deleted pursuant to Section 10, and receive the proceeds of insurance applicable thereto at Closing, and Contributor shall, at the Closing and thereafter as necessary, execute and deliver to Acquiror all required proofs of loss, assignments of claims and other similar items. If, prior to the Closing, two or more Properties or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty (that is, damage or destruction in excess of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) to a Property), Contributor shall immediately so notify Acquiror and Acquiror shall have the option either to terminate this Agreement upon delivery to Contributor of a Termination Notice or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser Acquiror elects to consummate the transaction contemplated by this Agreement, Acquiror shall be entitled to (i) pursuant and subject to Section 10, delete and eliminate from this Agreement any one Property affected by such damage or destruction, at Acquiror's sole discretion, and if (ii) with respect to the SellerProperties not so deleted, as subject to the rights of holders of the Closing Date, has not received the insurance proceeds or condemnation proceeds Existing Indebtedness related to such damageProperty, receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or condemnationdamage to such Properties, then Sellerand receive the proceeds of insurance applicable thereto, and Contributor shall, at Closingthe Closing and thereafter as necessary, shall assign all insurance claims pertaining execute and deliver to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser Acquiror all required proofs of loss, assignments of claim and/or proceeds claims and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser Acquiror elects to terminate this Agreement, the Xxxxxxx Money shall be returned to Acquiror by Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be of Two Hundred Fifty Thousand and 00/100 Dollars ($25,000.00 250,000.00) or less) to the a Property or any part thereof, Seller Acquiror shall either have the right to (i) require Contributor to repair such damage prior to Closing orthe Closing, at Purchaser's option, either or (ii) require Contributor to assign (subject to the rights of holders of the Existing Indebtedness related to such Property) all insurance claims pertaining to such damage or destruction to Purchaser Acquiror by executing and delivering to Purchaser Acquiror at the Closing and thereafter as necessary all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repairitems. If Purchaser Acquiror elects to take an assignment of all insurance claims as provided for in this Section 6aforesaid, Purchaser Acquiror shall receive at the Closing a credit against the Purchase Price Contribution Consideration in an amount equal to any deductible(s) and uninsured amounts applicable thereto.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closingthe end of the Review Period, the Property or any material part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty, Seller shall promptly so notify Purchaser. In the event the effect of such condemnation or casualty occurring prior to the end of the Review Period is material (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00as hereinafter defined), Purchaser shall have the option either to terminate this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and or if a casualty or condemnation is immaterial or occurs after the Seller, as end of the Review Period, Purchaser may not terminate this Agreement but, providing Closing Dateoccurs, has not received shall be entitled to receive the insurance condemnation proceeds or condemnation proceeds related settle the loss under all policies of insurance applicable to such damage, the destruction or condemnationdamage and receive the proceeds of insurance applicable thereto, then Sellersubject to the prior rights thereto of holder of the existing first mortgage covering the Property ("Existing Lender"), and Seller shall, at Closing, shall assign all insurance claims pertaining to such damage or destruction execute and all rights to condemnation proceeds to Purchaser by executing and delivering deliver to Purchaser all required customary proofs of loss, assignments of claim and/or proceeds claims and other similar items. If ; provided, however, that in the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as event Existing Lender applies any such insurance proceeds in reduction of the Closing Date, has received principal balance of the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnationexisting loan in accordance with the provisions of the existing loan documents, then Seller, Purchaser shall be entitled at Closing, shall allow Purchaser Closing to a credit against the Purchase Price in an amount equal to the amount of the insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) so applied. If, upon a material condemnation or condemnation proceeds received by the Seller casualty prior to Closing. If the end of the Review Period, Purchaser elects to terminate this Agreement, the Initial Down Payment shall be returned to Purchaser by the Seller, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, except for those obligations which specifically survive termination . For purposes of this Agreement. If there is any other damage provision, a condemnation or destruction casualty loss shall be deemed to be "material" if (that isi) the cost of repairing or restoring the premises in question would be, damage in the opinion of an independent architect selected by Seller and reasonably approved by Purchaser, equal to or destruction which Purchaser reasonably believes could be greater than One Million and No/100 Dollars ($25,000.00 or less1,000,000.00), (ii) such loss would materially and detrimentally impair access to the Property or any part thereofits improvements or common areas after Closing, Seller shall either repair or (iii) such damage prior to Closing orloss results in the termination of the Lease of an "Anchor Tenant" (defined in Exhibit T) or two (2) or more "Major Tenants" (defined in Exhibit T) or (iv) such loss results in the termination of Leases for other tenants occupying, at Purchaser's optionin the aggregate, either assign all insurance claims pertaining to such damage fifteen percent (15%) or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs more of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable thereto.gross leasable

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property Property, or any part thereof shall be condemned, destroyed, or destroyed or materially damaged by fire or other casualty casualty, Seller shall promptly so notify Purchaser. In the event of a Material Loss (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00as hereinafter defined), Seller and Purchaser each shall have the option either to terminate this Agreement by giving notice to the other party within fifteen (15) days of the other party’s request that the option be exercised (but no later than the Closing). If the condemnation, destruction or to damage does not result in a Material Loss, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if is consummated, then (i) Purchaser shall be entitled to receive any condemnation proceeds or proceeds of insurance under any policy(ies) of insurance applicable to the Seller, as destruction or damage of the Closing DateProperty, has not received (ii) Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible, self-insurance, or co-payment amount under the policy(ies) of insurance proceeds applicable to the destruction or condemnation proceeds related to such damage, destruction or condemnation, then Sellerand (iii) Seller shall, at Closing, shall assign all insurance claims pertaining to such damage or destruction execute and all rights to condemnation proceeds to Purchaser by executing and delivering deliver to Purchaser all required customary proofs of loss, assignments an assignment of claim and/or proceeds all of Seller’s right, title and interest in and to any claims Seller may have under any such insurance policies and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser either party elects to terminate this AgreementAgreement in accordance with this Section 5, the Xxxxxxx Money shall be returned to Purchaser and this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, Agreement except as otherwise provided for those obligations which specifically survive termination of in this Agreement. If there is any other damage or destruction (that isFor purposes of this Section 5, a “Material Loss” means condemnation, damage or destruction which Purchaser that is reasonably believes could estimated to cost or be valued at (as the case may be) more than Five Million and No/100 Dollars ($25,000.00 or less5,000,000.00) as to the Property or any part portion thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable thereto.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be taken or condemned, or destroyed or materially damaged by fire or other casualty casualty, Seller shall promptly so notify Purchaser. In such event, provided that either: (that is, i) the reasonable cost to restore the Property due to such damage or destruction which Purchaser reasonably believes could be in excess is greater than $375,000 (a "Material Casualty") or (ii) the taking or condemnation ----------------- materially, adversely and permanently affects the economic use of $25,000.00the Property or reduces parking at or limits access to the Property (a "Material -------- Condemnation"), then Purchaser shall have the option either to terminate this Agreement ------------ by delivery of its written termination notice to Seller within ten (10) days after Seller's delivery to Purchaser of its notice of a Material Condemnation or Material Casualty loss. If (a) the damage or destruction is not a Material Casualty, (b) a taking or condemnation is not a Material Condemnation, or (c) Purchaser does not elect to terminate this Agreement pursuant to the provisions of the preceding sentence (time being of the essence with respect to any such election), then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as without abatement of the Purchase Price and Purchaser shall be entitled to approve the terms of any insurance settlement, and to receive at Closing Datethe taking, has not received the condemnation or insurance proceeds (or condemnation proceeds related an assignment of the right to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to proceeds) (less any amounts applied against costs incurred by Seller as a result of such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser occurrence) together with a credit against the Purchase Price in an amount equal to the amount of any deductibles payable under applicable casualty insurance proceeds (together with an amount equal and Seller shall, at Closing, execute and deliver to any deductible(s) Purchaser all customary proofs of loss, assignments of claims and uninsured amounts) or condemnation proceeds received by the Seller prior to Closingother similar items. If Purchaser elects to terminate this Agreement pursuant to the provisions of this Section 5 and Purchaser is not in default under this Agreement, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement; provided, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (however, that is, damage or destruction which the foregoing shall -------- ------- not limit Seller's recourse against Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section under Sections 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) 8 and uninsured amounts applicable thereto.11.J.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be condemned, condemned or destroyed or materially damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If the reasonably estimated cost to repair or restore the Property as a result of such condemnation or casualty exceeds Five Hundred Thousand Dollars (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00500,000.00) (a "Material Loss"), Purchaser shall have the option either to terminate this Agreement by giving notice to Seller within fifteen (15) days of Seller's request that the option be exercised. If the condemnation, destruction or damage does not result in a Material Loss, or if Purchaser fails to terminate this Agreement following a Material Loss as provided herein, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if is consummated, Purchaser shall be entitled to receive the Seller, as of the Closing Date, has not received the insurance condemnation proceeds or condemnation proceeds related settle the loss under all policies of insurance applicable to such damage, the destruction or condemnationdamage and receive the proceeds of insurance applicable thereto, then Sellerand Seller shall, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount any applicable deductibles and shall also execute and deliver to Purchaser all customary proofs of insurance proceeds (together with an amount equal to any deductible(s) loss, assignments of claims and uninsured amounts) or condemnation proceeds received by the Seller prior to Closingother similar items. If Purchaser elects to terminate this AgreementAgreement as a result of a Material Loss, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, Agreement except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as otherwise provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s9(C) and uninsured amounts applicable theretobelow.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be taken or condemned, or destroyed or materially damaged by fire or other casualty casualty, Seller shall promptly so notify Purchaser. In such event, provided that either: (that is, i) the reasonable cost to restore the Property due to such damage or destruction which Purchaser reasonably believes could be in excess of is greater than Two Hundred Thousand and No/100 Dollars ($25,000.00200,000.00), or (ii) any portion of the Property is taken or condemned, or (iii) some other taking or condemnation materially, adversely affects the value or utility of the Property (items (ii) and (iii) are collectively referred to hereinafter as a "Material Condemnation"), then either Seller or Purchaser shall have the option either to terminate this Agreement by delivery of its written termination notice to the other within fifteen (15) days after Seller's delivery to Purchaser of its notice of a Material Condemnation or the occurrence of a casualty loss. If (a) the reasonable cost to restore the Property due to the aforementioned damage or destruction is less than or equal to Two Hundred Thousand Dollars ($200,000.00), (b) the aforementioned taking or condemnation is not a Material Condemnation, or (c) neither Seller nor Purchaser elects to terminate this Agreement pursuant to the provisions of the preceding sentence (time being of the essence with respect to any such election), then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as without abatement of the Purchase Price (but Purchaser shall be entitled to a credit at Closing Datein the amount of Seller's deductible under the applicable policy or policies of insurance) and Purchaser shall be entitled during the period following the Review Period and prior to Closing to approve the terms of any insurance settlement, has such approval not received to be unreasonably withheld or delayed, and to receive at Closing the taking, condemnation or insurance proceeds (or condemnation proceeds related an assignment of the right to such damageproceeds) (less any amounts paid for costs incurred by Seller and approved by Purchaser as a result of such occurrence, destruction and less any rents applicable to period before Closing pursuant to New Leases approved by Purchaser as a result of such occurrence that are covered by insurance or included in the award for any taking or condemnation, then Seller) and Seller shall, at Closing, shall assign all insurance claims pertaining to such damage or destruction execute and all rights to condemnation proceeds to Purchaser by executing and delivering deliver to Purchaser all required customary proofs of loss, assignments of claim and/or proceeds claims and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds either Seller or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser elects to terminate this Agreement pursuant to the provisions of this Section 5 and Purchaser is not in default under this Agreement, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which However; the foregoing shall not limit Seller's recourse against Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section under Sections 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s10(J) and uninsured amounts applicable thereto10(G) below.

CASUALTY LOSS AND CONDEMNATION. If, prior to the Closing, the any Individual Property (or any part thereof thereof) shall be condemned, or destroyed or materially damaged by fire or other casualty (that is, damage or destruction which Purchaser reasonably believes could be in excess of Five Hundred Thousand and 00/100 Dollars [$25,000.00500,000.00]), the Sellers shall immediately so notify Purchaser and Purchaser shall have the option either to terminate this Agreement upon written notice to the Sellers or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement Agreement, Purchaser shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and if receive the Sellerproceeds of insurance applicable thereto, as of and the applicable Seller shall, at the Closing Dateand thereafter as necessary, has not received the insurance proceeds execute or condemnation proceeds related cause to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction be executed and all rights to condemnation proceeds to Purchaser by executing and delivering deliver to Purchaser all required proofs of loss, assignments of claim and/or proceeds claims and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser elects to terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser by Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither no party shall have any further rights or obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be of Five Hundred Thousand and 00/100 Dollars [$25,000.00 500,000.00] or less) to the Individual Property or any part thereof, the applicable Seller shall either repair such damage prior to the Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing or causing to be executed and delivering to Purchaser at the Closing and thereafter as necessary all required proofs of loss, assignments of claims and other similar items items, or allow Purchaser a credit against the Purchase Price allocable portion of the Cash Balance payable at the Closing in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6aforesaid, Purchaser shall receive at the Closing a credit against the Purchase Price allocable portion of the Cash Balance payable at the Closing in an amount equal to any deductible(s) and uninsured amounts applicable thereto.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any material part thereof shall be condemned, condemned or destroyed or materially damaged by fire or other casualty, Seller shall promptly so notify Purchaser. In the event the effect of such condemnation or casualty occurring prior to Closing is material (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00as hereinafter defined), Purchaser shall have the option either to terminate this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement or if a casualty or condemnation is immaterial, Purchaser may not terminate this Agreement but, provided Closing occurs, shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and if receive the Seller, as proceeds of the Closing Dateinsurance applicable thereto after reimbursement to Seller for all reasonable costs of collection including, has not received the without limitation, attorneys' fees, incurred by Seller in connection with obtaining such condemnation or insurance proceeds or condemnation proceeds related to such damageproceeds, destruction or condemnation, then Sellerand Seller shall, at Closing, shall assign all insurance claims pertaining to such damage or destruction execute and all rights to condemnation proceeds to Purchaser by executing and delivering deliver to Purchaser all required necessary and customary proofs of loss, assignments of claim and/or proceeds claims and other similar items. If the documents and Purchaser elects shall be entitled to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser receive a credit against the Purchase Price in an amount equal to the amount of all deductibles under all applicable insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) policies. If, upon a material condemnation or condemnation proceeds received by the Seller casualty prior to Closing. If the Closing Date, Purchaser elects to terminate this Agreement, the Deposit shall be returned to Purchaser by the Title Company, together with all interest accrued thereon, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, except for those obligations which specifically survive termination . For purposes of this Agreement. If there is any other damage provision, a condemnation or destruction casualty loss shall be deemed to be "material" if (that isi) the cost of repairing or restoring the premises in question would be, damage in the opinion of an independent architect selected by Seller and approved by Purchaser in its sole discretion, equal to or destruction which Purchaser reasonably believes could be greater than One Hundred Thousand Dollars ($25,000.00 100,000), or less(ii) such loss would materially and detrimentally impair access to the Property or any part thereofits improvements or common areas after Closing, Seller shall either repair or (iii) such damage prior to Closing orloss results in the termination of the Lease of an "Anchor Tenant" (defined in Exhibit J) or two (2) or more "Major Tenants" (defined in Exhibit J) or (iv) such loss results in the termination of Leases for other tenants occupying, at Purchaser's optionin the aggregate, either assign all insurance claims pertaining to such damage ten percent (10%) or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs more of loss, assignments the gross leasable area of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost Property. The provisions of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against supersede the Purchase Price in an amount equal to provisions of any deductible(s) Law regarding the allocation of the risk of loss between buyers and uninsured amounts applicable theretosellers.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be condemned, condemned or destroyed or materially damaged by fire or other casualty, or the condition of the Property otherwise materially and adversely changes, Seller shall promptly so notify Purchaser. The following events shall hereinafter be referred to as a "Material Loss": (i) any condemnation, casualty or other material adverse change in the condition of the Property which is insured under Seller's existing insurance coverage ("Seller's Coverage"), provided that isthe reasonable estimated cost to repair or restore such condemnation, damage casualty or destruction other material adverse change exceeds Two Hundred Fifty Thousand Dollars ($250,000); (ii) a material adverse change in the condition of the Property which Purchaser reasonably believes could be is not insured under the Seller's Coverage, provided that the reasonable estimated cost to repair or restore such material adverse change exceeds One Hundred Twenty-Five Thousand Dollars ($125,000); and (iii) any casualty or other material adverse change in excess the condition of $25,000.00)the Property which would require more than ninety (90) days to restore and repair. In the event of a Material Loss, Purchaser shall have the option either to terminate this Agreement by giving notice to Seller within fifteen days of Seller's request that the option be exercised, and the Closing Date shall be extended, if necessary, to provide Purchaser with such fifteen day period to make its election pursuant to this Section 5. Notwithstanding clause (iii) above in this Section 5, a Material Loss shall not have occurred solely because any such restoration or repair cannot be completed within such ninety (90) day period due to shortages of supply or labor, strikes, weather conditions, acts of God or generally due to reasons outside of the direct control of Seller, financial ability excepted. If the condemnation, destruction, damage or other material adverse change in the condition of the Property does not result in a Material Loss, or if Purchaser fails to terminate this Agreement following a Material Loss as provided herein, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction destruction, damage or material damageadverse change in condition. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if is consummated, Purchaser shall be entitled to receive the Seller, as of the Closing Date, has not received the insurance condemnation proceeds or condemnation proceeds related settle the loss under all policies of insurance applicable to such damage, the destruction or condemnationdamage and receive the proceeds of insurance applicable thereto, then Sellerif any, and Seller shall, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to any deductibles on applicable policies and shall also execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar items. In such event, Seller shall cooperate with and assist Purchaser, at no cost or liability to Seller, with Purchaser's efforts to obtain the amount proceeds of insurance proceeds (together with an amount equal and/or condemnation awards applicable to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to ClosingProperty. If Purchaser elects to terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser by the Escrow Agent, in which event this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those obligations which specifically expressly survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable thereto.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be condemnedtaken or condemned (a "Condemnation"), or destroyed or materially damaged by fire or other casualty (a "Casualty"), Seller shall promptly so notify Purchaser. In such event, provided that is, either: (i) the reasonable cost to restore the Property due to such damage or destruction which Purchaser reasonably believes could be in excess is greater than $125,000 (a "Material Casualty") or (ii) the taking or condemnation materially, adversely and permanently affects the economic use of $25,000.00the Property (a "Material Condemnation"), then Purchaser shall have the option either to terminate this Agreement by delivery of a written termination notice to Seller within ten (10) days after Seller's delivery to Purchaser of its notice of a Material Condemnation or Material Casualty. If (a) the damage or destruction is not a Material Casualty, (b) a taking or condemnation is not a Material Condemnation, or (c) Purchaser does not elect to terminate this Agreement pursuant to the provisions of the preceding sentence (time being of the essence with respect to any such election), then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as without abatement of the Purchase Price and Purchaser shall be entitled to approve the terms of any insurance settlement, such approval not to be unreasonably withheld or delayed, and to receive at Closing Datethe taking, has not received the condemnation or insurance proceeds (or condemnation proceeds related an assignment of the right to such damage, destruction proceeds) (less any amounts applied against costs incurred or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to income lost by Seller as a result of such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser occurrence) together with a credit against the Purchase Price in an amount equal to the amount of any deductibles payable under applicable casualty insurance proceeds (together with an amount equal and Seller shall, at Closing, execute and deliver to any deductible(s) Purchaser all customary proofs of loss, assignments of claims and uninsured amounts) or condemnation proceeds received by the Seller prior to Closingother similar items. If Purchaser elects to terminate this Agreement pursuant to the provisions of this Section 5 and Purchaser is not in default under this Agreement, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement; provided, however, that the foregoing shall not limit Seller's recourse against Purchaser under Sections 6 (as to Purchaser's indemnity obligations), 8.B and 11.J. Purchaser shall have the right to terminate this Agreement and to have the Xxxxxxx Money returned if tenants leasing in excess of 30,000 square feet in the aggregate have the right to terminate their Leases (except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser extent waived in writing) by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost reason of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing Casualty or a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable theretoCondemnation which occurs.