Common use of CASUALTY LOSS AND CONDEMNATION Clause in Contracts

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and prior to the Closing any part of the Assets suffers a Casualty Loss or if any part of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to the Closing Closing, all or any part of the Assets suffers a Casualty Loss or if any part portion of the Assets is destroyed by fire or other casualty or if any portion of the Assets shall be taken in by condemnation or under the right of eminent domain (all of which are herein called "Casualty Loss" and limited to property damage or if proceedings for such purposes are pending or Threatenedtaking only), Buyer and Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject must agree prior to Sections 11.08 and 11.14. Closing either (bi) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken delete that portion of the Assets if which is subject to the cost Casualty Loss from the Assets, and the Purchase Price shall be reduced by the value allocated to repairthe deleted interest as set out in Exhibit “B,” or (ii) for Buyer to proceed with the purchase of such Assets, restore, notwithstanding any such destruction or replace a lost, damaged, destroyed or taken portion taking (without reduction of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date Purchase Price) in accordance with this Section 11.16(b), which case Seller shall pay, at the Closing pay Closing, to Buyer all sums paid to Seller by third parties by reason of such loss, damage, the destruction or takingtaking of such Assets and shall assign, less any reasonable costs transfer and expenses incurred set over unto Buyer all insurance proceeds received by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, as well as all of the right, title, title and interest of Seller in and to any claims, causes of action, unpaid insurance proceeds or condemnation proceeds other payments from third parties arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer If the allocated value of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Assets affected by the casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance as shown on Exhibit “B” exceeds two million five hundred thousand dollars (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"$2,500,000.00), Buyer and Seller shall attempt each have the right to agree on terminate this Agreement upon written notification to the value other, the transaction 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 termination, Seller shall return the uninsured Performance Deposit to Buyer, without interest. Prior to Closing, Seller shall not voluntarily compromise, settle or adjust any amounts payable by reason of any Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of without first obtaining the written receipt by Seller consent of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05.

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 (a) 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 after the date of execution of Purchaser elects to consummate the transaction contemplated by this Agreement and prior to if the Seller, as of the Closing any part of Date, has not received the Assets suffers a Casualty Loss or if any part of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance proceeds or condemnation proceeds shall be committed or applied by Seller related to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or takingcondemnation, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyerthen Seller, at Closing, without recourse against 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, all as of the rightClosing Date, title, and interest of Seller in and to any unpaid has received the insurance proceeds or condemnation proceeds arising out of related to such loss, damage, destruction or takingcondemnation, less 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 reasonable costs deductible(s) and expenses incurred uninsured amounts) or condemnation proceeds received by the Seller in collecting 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 proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes damage prior to Closing or, at Seller’s Purchaser's option, delivered either assign all insurance claims pertaining to Buyer upon Seller’s receipt from Buyer such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of adequate assurance loss, assignments of claims and indemnity that Seller shall incur no liability other similar items or expense as allow Purchaser a result of such commitment. (c) If and credit against the Purchase Price in an amount equal to the extent any portion reasonably estimated cost of the loss attributable a repair. If Purchaser elects to a Casualty Loss occurring after the date take an assignment of execution of this Agreement and before Closing is not covered by all insurance (such uncovered portion of the Casualty Loss being referred to claims as provided for in this Section as 6, Purchaser shall receive at Closing a credit against the Purchase Price in an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be amount equal to the lesser of (iany deductible(s) the aggregate reduction in Allocated Value of the affected Assets resulting from the and uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05amounts applicable thereto.

CASUALTY LOSS AND CONDEMNATION. (a) If after Prior to closing, the date risk of execution of this Agreement and loss shall remain with Seller. If, prior to Closing, the Closing Property or any part of the Assets suffers a Casualty Loss thereof shall be condemned, or if any part of the Assets is taken in condemnation destroyed or under the right of eminent domain damaged by fire or if proceedings for such purposes are pending or Threatenedother casualty, Seller shall promptly give Buyer 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 the repair of which would cost in excess of Seven Hundred Fifty Thousand and No/100ths Dollars ($750,000.00) (as determined by the insurance adjuster designated by Seller’s insurance company), then, at the option of Purchaser, which option shall be exercisable, if at all, by written notice thereof to Seller within ten (10) business days after Purchaser receives written notice of such occurrencefire, including reasonable particulars with respect theretoearthquake or other casualty or condemnation and the insurance adjuster’s determination of resulting damages, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject may be terminated. If Purchaser elects to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of terminate this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds the Xxxxxxx Money shall be committed 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 applied by Seller obligations under this Agreement, except those which expressly survive termination. In the event that Purchaser does not exercise its option to repair, restoreterminate the Agreement set forth above, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repaircondemnation or casualty is below the $750,000 threshold described above, restore, or replace a lost, damaged, destroyed or taken portion of then the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to Closing shall take place on the Closing Date and Purchaser shall be entitled to receive: (a) with respect to a condemnation, an assignment of all of Seller’s right, title and interest in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by to be awarded to Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. condemnation, and (cb) If and with respect to a casualty, a credit against the extent any portion Purchase Price payable at Closing in the total amount of the loss attributable equal to a Casualty Loss occurring after (i) the date estimated cost of execution repair plus (ii) the estimated amount of this Agreement and before lost rental income subsequent to the Closing is Date not covered to exceed 180 days, all as reasonably determined by insurance Seller’s insurer’s claim representative, minus (such uncovered portion iii) any sums expended by Seller in repairs or restoration. In addition, in the event of the Casualty Loss being referred foregoing, 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. Notwithstanding anything to the contrary contained in this Section 5, in the event any condemnation below the $750,000 threshold described above either (i) prohibits, as an "uninsured loss")a matter of applicable law, Buyer and Seller shall attempt to agree on the value rebuilding or repair of the uninsured Casualty Loss on Improvements substantially as they currently exist or before (ii) prevents access to the date five (5) days after Buyer receives Property from a publicly dedicated street, then Purchaser may elect to terminate this Agreement by written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided thereof to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being 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. For purposes of If Seller elects to terminate this SectionAgreement, the value Xxxxxxx Money shall be returned to Purchaser by Escrowee, in which event this Agreement shall, without further action of the uninsured Casualty Loss parties, become null and void and neither party shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Losshave any rights or obligations under this Agreement, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages except those which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05expressly survive termination.

CASUALTY LOSS AND CONDEMNATION. If, prior to the Closing, the Properties or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty (a) If after that is, damage or destruction in excess of One Hundred Thousand and 00/100 Dollars $100,000.00), Contributor shall immediately so notify Acquiror and Acquiror shall have the date of execution of 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 Acquiror elects to consummate the transaction contemplated by this 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 receive the proceeds of insurance applicable thereto, 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 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. If there is any other damage or destruction (that is, damage or destruction of One Hundred Thousand and 00/100 Dollars $100,000.00 or less) to the Properties or any part thereof, Contributor shall either repair such damage prior to the Closing any part of the Assets suffers a Casualty Loss or, at Acquiror's option, assign all insurance claims pertaining to such damage or if any part of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, destruction to Acquiror by executing and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject delivering to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall Acquiror at the Closing pay to Buyer and thereafter as necessary all sums paid to Seller by reason required proofs of such loss, damageassignments of claims and other similar items. If Acquiror elects to take an assignment of all insurance claims as aforesaid, destruction or taking, less any reasonable costs and expenses incurred by Seller Acquiror shall receive at the Closing a credit against the Contribution Consideration in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and an amount equal to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitmentdeductible(s) applicable thereto. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05.

CASUALTY LOSS AND CONDEMNATION. (a) If after The risk of loss by fire or other casualty to the date of execution of Property shall be 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 Buyer elects to consummate the transaction contemplated by this Agreement, Buyer shall be entitled to receive the condemnation proceeds or receive the proceeds of insurance applicable thereto with no reduction in Purchase Price, and prior Seller shall, at Closing and thereafter, execute and delivery to the Closing any part Buyer all required proofs of the Assets suffers loss, assignments of claims and proceeds and other similar items. If Buyer elects to terminate this Agreement, Buyer shall send a Casualty Loss or if any part of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller shall promptly give Buyer written notice of such occurrencetermination to Seller within 20 business days after receiving written notice from Seller that the Property or any part thereof has been condemned, including reasonable particulars with respect theretoor destroyed or materially damaged by fire or other casualty in excess of One Hundred Thousand Dollars ($100,000.00), and in which event this Agreement shall, without further action of the parties, become null and void and neither party shall remain in full force and effect notwithstanding have any such destruction, taking, proceeding, rights or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of obligations under this Agreement. If there is any other condemnation, without Buyer’s prior consent, no insurance damage or condemnation proceeds shall be committed destruction of an amount which is One Hundred Thousand Dollars ($100,000.00) or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior less to the Closing Date in accordance with this Section 11.16(b)Property or any part thereof, Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of either repair such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer damage to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and 's satisfaction prior to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes Closing or, at Seller’s option, delivered assign all condemnation, damage or destruction to Buyer upon Seller’s receipt from by executing and delivering to Buyer at Closing and thereafter all required proofs of adequate assurance loss, assignments of claims and indemnity that proceeds and other similar items. If Seller elects to assign insurance claims as aforesaid, Buyer shall incur no liability or expense as receive a result credit at Closing in an amount equal to any deductible(s) applicable thereto. Notwithstanding the foregoing, in the case of such commitment. (c) If and condemnation, if Seller repairs the damage, if any, to the extent any portion of Property due to the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss")condemnation, Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar entitled to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate the condemnation proceeds and the value finally determined pursuant hereto shall be included as part of the final adjustments cost to be made after Closing as contemplated by Section 2.05Seller to repair such damage.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and A. If, prior to the Closing Closing, any single Property or any part of the Assets suffers a Casualty Loss or if any part of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller thereof shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceedingbe condemned, or threatdestroyed or materially damaged by fire or other casualty (that is, subject to Sections 11.08 damage or destruction in excess of Two Hundred Fifty Thousand and 11.14. 00/100 Dollars (b$250,000.00) With regard to a Casualty Loss or condemnation occurring after the date of execution of this AgreementProperty), without Buyer’s prior consent, no insurance or condemnation proceeds Contributor shall immediately so notify Acquiror and Acquiror shall be committed or applied by Seller entitled to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the pursuant and subject to Section 10, delete and eliminate from this Agreement such Property affected Assets resulting from the uninsured Casualty Lossby such damage or destruction, if such affected Assets are not repairedat Acquiror's sole discretion, or (ii) subject to the amount 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 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 (ii) with respect to the Properties not so deleted, subject to the rights of holders of the Existing Indebtedness related to such Property, receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage to such Properties, and receive the proceeds of insurance applicable thereto, 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 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. If there is any other damage or destruction (that is, damage or destruction of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) or less) to a Property or any part thereof, Acquiror shall have the right to (i) require Contributor to repair such damage prior to the affected portion Closing, or (ii) require Contributor to assign (subject to the rights of holders of the Assets Existing Indebtedness related to its condition such Property) all insurance claims pertaining to such damage or destruction to Acquiror by executing and delivering to Acquiror at the Closing and thereafter as necessary all required proofs of loss, assignments of claims and other similar items. If Acquiror elects to take an assignment of all insurance claims as aforesaid, Acquiror shall receive at the Closing a credit against the Contribution Consideration in an amount equal to any deductible(s) applicable thereto. B. If, prior to the Second Closing (with respect to Waterfront II) or the Option Closing (with respect to One City Centre and Three City Centre), any such property 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)), Contributor shall immediately preceding so notify Acquiror and Acquiror shall have the occurrence option either to terminate this Agreement with respect to such Additional Property upon delivery to Contributor of a Termination Notice or to consummate the transaction contemplated by this Agreement with respect to such Additional Property notwithstanding such condemnation, destruction or material damage. If Acquiror elects to consummate the transaction contemplated by this 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 to the Additional Property, and receive the proceeds of insurance applicable thereto, and Contributor shall, at the Second Closing, the Option Closing and thereafter as necessary, execute and deliver to Acquiror all required proofs of loss, assignments of claims and other similar items. If Acquiror elects to terminate this Agreement with respect to the Additional Property, this Agreement shall, without further action of the Casualty Loss plus parties, be deemed to have been automatically and ipso facto amended to eliminate the Additional Property herefrom. If there is any other Damages which damage or destruction (that is, damage or destruction of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) or less) to an Additional Property or any part thereof, Acquiror shall have the right to (i) require Contributor to repair such damage prior to the Second Closing or Option Closing, as the case may be suffered on account be, or (ii) subject to the rights of such Casualty Loss. The Purchase Price shall be reduced by the amount holders of the value of Existing Indebtedness related to such an uninsured Casualty Loss Additional Property, require Contributor to assign all insurance claims pertaining to such damage or destruction to Acquiror by executing and delivering to Acquiror at the Second Closing and Option Closing, as finally determined pursuant to this Sectionthe case may be, and if such final determination is not available on thereafter as necessary all required proofs of loss, assignments of claims and other similar items. If Acquiror elects to take an assignment of all insurance claims as aforesaid, Acquiror shall receive at the scheduled Second Closing Dateor Option Closing, Closing shall not be delayedas the case may be, but rather, a credit against the Additional Consideration in an amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments equal to be made after Closing as contemplated by Section 2.05any deductible(s) applicable thereto.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and prior to the Closing any part of the Assets suffers a Casualty Loss or if any part of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "“uninsured loss"”), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to Closing, the Closing Real Property or Improvements, or any part of the Assets suffers a Casualty Loss thereof, shall be condemned, or if any part of the Assets is taken in condemnation destroyed or under the right of eminent domain damaged by fire or if proceedings for such purposes are pending or Threatenedother casualty, Seller shall promptly give Buyer so notify Purchaser. In such event, provided that either: (i) the reasonable cost to restore the Property due to such damage or destruction is greater than One Million Dollars ($1,000,000) (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 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 such occurrencea Material Condemnation or the occurrence of a Material Casualty. If (a) the aforementioned casualty is not a Material Casualty, including reasonable particulars (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 thereto, and this Agreement shall remain in full force and effect notwithstanding to any such destructionelection), taking, proceeding, or threatthen Seller and Purchaser shall consummate the transaction contemplated by this Agreement, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution provisions of this Agreement, without Buyer’s prior consentabatement of the Purchase Price (except that Purchaser shall 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 Property), no insurance or condemnation proceeds and Purchaser shall be committed entitled to receive at Closing the taking, condemnation or casualty insurance proceeds (or an assignment of the right to such proceeds) (less any amounts applied against costs incurred or income lost by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (coccurrence) and Seller shall, at Closing, execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar items. If and either Purchaser or Seller elects to terminate this Agreement pursuant to the extent any portion 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 loss attributable to a Casualty Loss occurring after the date of execution parties, become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05Agreement.

CASUALTY LOSS AND CONDEMNATION. If, prior to the Closing, any Individual Property (aor any part thereof) If after shall be condemned, or destroyed or materially damaged by fire or other casualty (that is, damage or destruction in excess of Five Hundred Thousand and 00/100 Dollars [$500,000.00]), the date of execution of 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 Purchaser elects to consummate the transaction contemplated by this 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 receive the proceeds of insurance applicable thereto, and the applicable Seller shall, at the Closing and thereafter as necessary, execute or cause to be executed and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items. 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 no party shall have any further rights or obligations under this Agreement. If there is any other damage or destruction (that is, damage or destruction of Five Hundred Thousand and 00/100 Dollars [$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 any part or, at Purchaser's option, 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 the Assets suffers a Casualty Loss or if any part loss, assignments of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, claims and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceedingother similar items, or threat, subject to Sections 11.08 and 11.14. (b) With regard to allow Purchaser a Casualty Loss or condemnation occurring after credit against the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken allocable portion of the Assets if Cash Balance payable at the Closing in an amount equal to the reasonably estimated cost of repair. If Purchaser elects to repairtake an assignment of all insurance claims as aforesaid, restore, or replace Purchaser shall receive at the Closing a lost, damaged, destroyed or taken credit against the allocable portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall Cash Balance payable at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and an amount equal to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs deductible(s) and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitmentuninsured amounts applicable thereto. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to Closing, the Closing Property, or any part of the Assets suffers a Casualty Loss thereof shall be condemned or if any part of the Assets is taken in condemnation destroyed or under the right of eminent domain damaged by fire or if proceedings for such purposes are pending or Threatenedother casualty, Seller shall promptly give Buyer written so notify Purchaser. In the event of a Material Loss (hereinafter defined), either Seller or Purchaser shall have the option to terminate this Agreement by giving notice to the other party within fifteen (15) days of the date of such occurrencecondemnation, including reasonable particulars with respect theretodestruction 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 full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject as to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion remainder of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, titleProperty, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. 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 damage. If 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 value 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 prior to Closing Seller has incurred any reasonable costs to repair any of the same, Seller shall receive a credit from Purchaser for such an uninsured Casualty Loss as finally determined pursuant to this Sectioncosts at Closing), and if such final determination is not available on Seller shall, from and after Closing, execute and deliver to Purchaser all customary proofs of loss and other similar items. If either party elects to terminate this Agreement in its entirety in accordance with this Section 5, then the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing Xxxxxxx Money shall be reduced by the value returned to Purchaser and neither party shall have any further rights or obligations under this Agreement except as otherwise provided for in this Agreement. For purposes of this Section 5, a “Material Loss” means condemnation, damage or destruction of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included Property as part a whole (or as to any of the final adjustments Shopping Centers) that is reasonably estimated to cost or be made 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 causes tenants that pay, in the aggregate, fifteen percent (15%) or more of the aggregate base rent with respect to the Property (or the affected Shopping Center), 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 or destruction). If the condemnation, damage or destruction occurs after the end of the Due Diligence Period, Purchaser shall have the option to extend the Closing as contemplated Date by Section 2.05such reasonable period (not to exceed 15 days) necessary for determination of whether a Material Loss has occurred.

CASUALTY LOSS AND CONDEMNATION. (a) 6.1 If after the date of execution of this Agreement and Property is damaged by fire, storm, or other casualty prior to the Closing any part of the Assets suffers a Casualty Loss or if any part of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or ThreatenedClosing, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain immediately notify Purchaser in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion writing of the Assets same (“Casualty Notice”) and if the cost of repairing such damage is estimated by a licensed architect selected by Seller: 6.1.1 to repairbe equal to or less than TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($250,000), restore, or replace a lost, damaged, destroyed or taken portion then Purchaser and Seller shall proceed with Closing as set forth herein without repair of the Assets is projected to exceed $50,000. To casualty damage and Purchaser shall receive a credit against the extent such proceeds are not committed or applied by Seller prior to Purchase Price in the Closing Date in accordance with this Section 11.16(b), amount of the deductible under Seller’s property casualty insurance coverage for the Property and Seller shall at the Closing pay absolutely assign, transfer and set over to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, Purchaser all of the right, title, title and interest of Seller in and to all insurance proceeds from any unpaid insurance or condemnation proceeds arising out of such losson the Property (including any rent loss insurance allocable to the period from and after Closing and less amounts used, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon after Seller’s receipt from Buyer of adequate assurance and indemnity Purchaser’s prior written consent to the same, for reasonable repairs, provided that Seller no such prior written consent shall incur no liability be required for repairs necessitated by emergency) that may thereafter be paid for such damage or expense destruction. 6.1.2 to be greater than TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($250,000), or, in the event that as a result of such commitment. (c) If and casualty Major Tenant has the right to terminate its Lease, then, notwithstanding anything herein contained to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of contrary, either (i) Purchaser may (as its sole and exclusive remedy) terminate this Agreement and before Closing is not covered by insurance (giving notice to such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided effect to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days business days after being selected by Seller. For purposes of this Section, the value receipt of the uninsured Casualty Loss Notice (in which event the Exxxxxx Money shall be equal returned to Purchaser and, except for rights, liabilities and obligations that expressly survive termination, neither Seller nor Purchaser shall have any further rights, obligations or liabilities under this Agreement) or (ii) Purchaser may proceed with Closing as set forth herein without repair of the casualty damage and receive an absolute assignment of Seller’s rights, title and interest in any such casualty proceeds (including all rights, title and interest of Seller in and to all insurance proceeds from Seller’s insurance covering the Property, including any rent loss insurance allocable to the lesser period from and after Closing and less amounts used, after Seller’s receipt of Purchaser’s prior written consent to the same, for reasonable repairs, provided that no such prior written consent shall be required for repairs necessitated by emergency), and a credit against the Purchase Price in the amount of the deductible under Seller’s insurance coverage for the Property plus any amounts previously paid to Seller as insurance proceeds in connection with such casualty. The Closing Date, if necessary, shall be extended in order to provide Purchaser with the full ten (10) business days in which to elect to terminate following receipt of the Casualty Notice. Purchaser’s failure to give timely notice under Section 6.1.2(i) shall be deemed to be an election under Section 6.1.2(ii). 6.2 If notice of any action, suit or proceeding shall be given prior to Closing for the purpose of condemning any part of the Property, or if a Material Portion of the Real Property is taken by eminent domain or becomes subject to a taking by eminent domain or a deed in lieu of condemnation prior to Closing, Seller shall immediately notify Purchaser in writing of the same (the “Eminent Domain Notice”) and Purchaser must elect, within ten (10) business days after receipt of the Eminent Domain Notice (as its sole and exclusive remedy) to either (i) terminate this Agreement by giving notice to such effect to Seller (in which event, the aggregate reduction in Allocated Value of Exxxxxx Money shall be returned to the affected Assets resulting from the uninsured Casualty LossPurchaser, if such affected Assets are not repairedthis Agreement shall terminate and, except for rights, liabilities and obligations that expressly survive termination, neither Seller nor Purchaser shall have any further rights, obligations or liabilities under this Agreement), or (ii) proceed with Closing as set forth herein and accept title to the amount required Real Property subject to repair such taking or proceeding together with an assignment of all of Seller’s rights, title and interest in and to any proceedings, and proceeds or compensation that remain unpaid to Seller in connection with such taking and a credit against the affected portion of the Assets Purchase Price for any amounts previously paid to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of Seller as condemnation proceeds or compensation in connection with such Casualty Losstaking. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayedif necessary, but rather, the amount paid at Closing shall be reduced extended in order to provide Purchaser with the full ten (10) business days in which to elect to terminate following receipt of the Eminent Domain Notice. Purchaser’s failure to give timely notice under Section 6.2(i) shall be deemed to be an election under Section 6.2(ii). As used herein, “Material Portion” shall mean that such taking by eminent domain or a deed in lieu of condemnation, (a) would reduce the value of the uninsured Casualty Loss estimated Real Property by TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($250,000) or more, (b) would allow Major Tenant to terminate its Lease, (c) would permanently reduce the parking ratio at the Property below current zoning requirements or the requirements set forth in good faith Major Tenant’s Lease; or (d) which would permanently impede in any material way any of the vehicular access points into the Real Property through the condemnation (or the tendering of a deed in lieu thereof) of any such access points or through the permanent closure or material reduction in the utility of any of the roadways adjoining the Real Property or in proximity to the Real Property (e.g., the reduction of the number of lanes within a roadway servicing the Real Property or the actual closure of any such roadway). In the event a portion of the Real Property that is not a Material Portion is taken or to be taken by Buyereminent domain or becomes subject to a taking by eminent domain or a deed in lieu of condemnation prior to Closing, then Purchaser and Seller shall proceed with Closing as set forth herein and Purchaser shall accept title to the Real Property subject to such taking or proceeding, together with an assignment of all of Seller’s rights, title and interest in and to any proceedings, and proceeds or compensation that remain unpaid to Seller in connection with such taking and shall receive a credit against the difference between Purchase Price for any amounts previously paid to Seller as condemnation proceeds or compensation in connection with such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05taking.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing the 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 ($500,000.00) 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) If after to terminate this Agreement, or (b) to consummate the date of execution of transaction contemplated by this Agreement and prior notwithstanding such condemnation, destruction or material damage. If Purchaser elects to consummate the transaction contemplated by this Agreement, Purchaser shall be entitled to receive all of the condemnation proceeds or settle the loss under all policies of insurance applicable to the Closing any part destruction or damage and receive all of the Assets suffers a Casualty Loss or if any part proceeds of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect insurance applicable thereto, and this Agreement shall remain in full force Seller shall, at Closing and effect notwithstanding thereafter, execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items. If there is any such destructionother damage or destruction to the Land (that is, taking, proceedingdamage or destruction to the Land which Purchaser reasonably believes could be Five Hundred Thousand and No/100 Dollars ($500,000.00) or less for the building located on the Land, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are which does not committed or applied by Seller prior substantially prevent access to the Closing Date in accordance with this Section 11.16(bLand or any part thereof), Seller shall at the either completely repair such damage prior to Closing pay in a manner satisfactory to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes Purchaser or, at Seller’s option, delivered either assign all insurance claims pertaining to Buyer upon Sellersuch 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 Purchaser’s receipt from Buyer reasonably estimated cost of adequate assurance 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 Cash Balance in an amount equal to any deductible(s) and indemnity that Seller uninsured amounts applicable thereto. In the event this Agreement is terminated pursuant to this Section 6, the Xxxxxxx Money shall incur no liability or expense as a result of such commitment. (c) If and be refunded to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of Purchaser, whereupon this Agreement and before Closing is not covered by insurance (such uncovered portion all rights and obligations of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer parties hereunder shall be null and void. In the event Seller shall attempt assign its insurance proceeds to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day periodPurchaser then, the value in addition thereto, Purchaser shall be determined by an independent casualty adjuster, experienced entitled to a reduction in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be Purchase Price equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of Seller’s deductible. Notwithstanding anything to the value contrary herein, the provisions of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing Section shall not be delayed, but rather, the amount paid waive or release any duty or obligation of Seller herein or waive any condition to Purchaser’s obligations at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05Closing.

CASUALTY LOSS AND CONDEMNATION. (a) If after In the date of execution of this Agreement and event of, prior to the Closing Closing, (i) the destruction of, or material damage to, any part Asset which shall, together with all other Assets damaged or destroyed, (x) have a Replacement Cost exceeding $500,000, or (y) would increase the remediation, demolition or cleanup of the Assets suffers by an amount exceeding $500,000 (a “Casualty Loss or if any part of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatened, Event”) which Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller have elected not to repair, restorerebuild, restore or replace as provided below, or replace (ii) the condemnation of any Asset which shall, together with all other Assets so condemned, have a lostReplacement Cost exceeding $500,000, damagedPurchaser, destroyed at its sole option, may elect, prior to Closing: (i) with respect to any such Asset that has been condemned or taken portion of the Assets if the cost has suffered a Casualty Event (other than any Asset that Seller has elected to repair, restorerebuild, restore or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(breplace), Purchaser may, by notice to Seller, request that Seller, and, upon any such request, Seller shall shall, (i) pay to Purchaser, at the Closing pay to Buyer Closing, all sums theretofore paid to Seller by third parties by reason of such losscondemnation or Casualty Event, damage(ii) assign to Purchaser, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to no later than the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, title and interest of Seller in and to any unpaid awards or other amounts payable by third parties or under Seller’s personal property and casualty insurance or condemnation proceeds policies arising out of such losscondemnation or Casualty Event, damageand (iii) pay to Purchaser any deductible or retention under any applicable insurance; or (ii) to terminate this Agreement. (b) Seller shall give Purchaser prompt written notice (a “Casualty Notice”) of any such condemnation or Casualty Event, destruction indicating the Asset or takingAssets which suffered such condemnation or Casualty Event, less and Seller’s estimate of the Replacement Cost of each such Asset accompanied, in the case of any reasonable costs Casualty Event, by copies of all insurance related thereto, any deductibles or retention applicable thereto, any defenses threatened or asserted by the insurer or known to Seller, its estimate of, and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for all available information relevant to, the cost of repair, restorationrebuilding, restoration or replacement as aforesaid shall be paid thereof, and any other information reasonably requested by Seller for such purposes orPurchaser. In the case of any retention or deductible, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result provide to Purchaser prompt notice of such commitmentretention or deductible. Purchaser shall make any election permitted by Section 5.07(a) promptly, but in any event within five (5) Business Days of the receipt of a Casualty Notice. (c) If and At any time during which Purchaser may elect to receive the extent any portion of the loss attributable proceeds thereof pursuant to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"5.07(a), Buyer and Seller shall attempt not, without the consent of Purchaser, compromise, settle or adjust any material amounts receivable by reason of any condemnation or Casualty Event occurring with respect to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on any such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05Company Asset.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to Closing, the Closing Property or any "material" (hereafter defined) part of the Assets suffers a Casualty Loss thereof shall be condemned, or if any part of the Assets is taken in condemnation destroyed or under the right of eminent domain damaged by fire or if proceedings for such purposes are pending or Threatenedother casualty, Seller shall promptly give Buyer written notice so notify Purchaser. In the event the effect of such occurrencecondemnation or casualty is material, including reasonable particulars both Seller and Purchaser shall have the option to terminate this Agreement, but in the event neither party so exercises such option the transaction contemplated by this Agreement shall be consummated in accordance with respect the terms hereof notwithstanding such condemnation, destruction or damage. If neither party elects to exercise such termination option or if a casualty or condemnation is not "material", (a) at Closing Purchaser will receive a credit in the amount of any deductible required to be paid by 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 Purchaser shall be entitled (i) after Closing to settle the loss under all policies of insurance applicable to the destruction or damage, and (ii) at Closing to receive the condemnation proceeds or the proceeds of insurance applicable thereto, and this Agreement (c) at Closing Seller shall remain execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar items. If either Seller or Purchaser elects to exercise such termination option and Purchaser is not then in full force and effect notwithstanding any such destructiondefault hereunder, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds Xxxxxxx Money shall be committed or applied returned to Purchaser by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid Title Insurer upon Purchaser's return to Seller by reason of all Property Information (as such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller term is defined in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b10.K. hereof), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closingwhich event this Agreement shall, without recourse against Seller, all further action of the rightparties, title, become null and interest of Seller in void and to neither party shall have any unpaid insurance further rights or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of obligations under this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by SellerAgreement. For purposes of this Sectionprovision, the value of the uninsured Casualty Loss a condemnation or casualty loss shall be equal deemed to the lesser of be "material" if (i) the aggregate reduction cost of repairing or restoring the premises in Allocated Value question would be, in the opinion of an architect selected by Seller and reasonably approved by Purchaser, equal to or greater than Five Hundred Twenty Thousand Dollars ($520,000), (ii) such loss materially and detrimentally impairs access to the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repairedProperty or its improvements, or (iiiii) the amount required to repair the affected portion of the Assets to its condition immediately preceding 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 has not obtained, within thirty (30) days of the Casualty Loss plus any other Damages which may be suffered on account casualty, a waiver of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05right.

CASUALTY LOSS AND CONDEMNATION. (a) If after Prior to Closing, the date risk of execution of this Agreement and loss shall remain with Seller. If, prior to Closing, the Closing Property or any part of the Assets suffers a Casualty Loss thereof shall be condemned, or if any part of the Assets is taken in condemnation destroyed or under the right of eminent domain damaged by fire or if proceedings for such purposes are pending or Threatenedother casualty, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding so notify Purchaser. If the Property or any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds part thereof shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion condemned such that damages are in excess of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred 500,000 (as determined by Seller in collecting such proceeds. In addition and to good faith) or if the extent such proceeds have not been committed Property or applied any part thereof shall be destroyed or damaged by fire or other casualty the repair of which would cost in excess of $500,000 (as determined by Seller in accordance with this Section 11.16(bgood faith), in such repair, restoration, or replacement, Seller shall transfer to Buyerthen, at Closingthe option of Purchaser, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid option shall be paid exercisable, if at all, by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided thereof to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days business days after being selected by Purchaser receives written notice of such fire, earthquake or other casualty or condemnation and Seller's good faith determination of resulting damages, this Agreement may be terminated. For purposes of If Purchaser elects to terminate this SectionAgreement, the value Xxxxxxx Money shall be returned to Purchaser by Escrowee, in which event this Agreement shall, without further action of the uninsured Casualty Loss 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, 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 equal entitled to receive the condemnation proceeds in the event of a condemnation, or in the event of a casualty, a credit against the Purchase Price payable at Closing in the total amount of the estimated proceeds to Seller under any applicable hazard or other insurance policy or policies in effect with respect to the lesser 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 satisfactory to Seller whereby Purchaser releases Seller from all ongoing liability and/or claims in connection with such condemnation or casualty. Notwithstanding anything to the contrary contained in this Section 5, in the event any condemnation below the $500,000 threshold described above either (i) prohibits, as a matter of applicable law, the aggregate reduction in Allocated Value rebuilding or repair of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, Property as it currently exists or (ii) prevents access to the amount required Property from a publicly dedicated street, then Purchaser may elect to repair the affected portion of the Assets terminate this Agreement by written notice thereof to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account Seller within ten (10) business days of such Casualty Loss. The Purchase Price determination, and upon the exercise of such option by Purchaser, this Agreement shall become null and void, the Xxxxxxx Money shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant returned to this SectionPurchaser and neither party shall have any further liability or obligations hereunder, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05except those that expressly survive termination.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and prior to the Closing any part of the Assets suffers a Casualty Loss is destroyed by fire or other casualty or if any part of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss loss occurring after the date of execution of this Agreement, except to the extent permitted or condemnation occurring required pursuant to this Agreement, after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds with respect to such loss shall be committed or applied by Seller prior to the Closing Date to repair, restore, or replace a lost, damaged, destroyed damaged or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed damaged or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b11.11(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b11.11(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05.

CASUALTY LOSS AND CONDEMNATION. (a) If If, prior to the Closing, all or any portion of the Assets is destroyed after the date of execution of this Agreement and prior to the Closing by fire or other casualty or if any part portion of the Assets suffers a Casualty Loss or if any part of the Assets is shall be taken in by condemnation or under the right of eminent domain (all of which are herein called "Casualty Loss" and limited to property damage or if proceedings for such purposes are pending or Threatenedtaking only), Buyer and Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject must agree prior to Sections 11.08 and 11.14. Closing either (bi) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken delete that portion of the Assets if which is subject to the cost Casualty Loss from the Assets, and the Purchase Price shall be reduced by the value allocated to repair, restorethe deleted interest as set out in Exhibit B, or replace a lost(ii) for Buyer to proceed with the purchase of such Assets, damaged, destroyed notwithstanding any such destruction or taken portion taking (without reduction of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date Purchase Price) in accordance with this Section 11.16(b), which case Seller shall pay, at the Closing pay Closing, to Buyer all sums paid to Seller by third parties by reason of such loss, damage, the destruction or takingtaking of such Assets and shall assign, less any reasonable costs transfer and expenses incurred set over unto Buyer all insurance proceeds received by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, as well as all of the right, title, title and interest of Seller in and to any claims, causes of action, unpaid insurance proceeds or condemnation proceeds other payments from third parties arising out of such loss, damage, destruction or taking; provided, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repairhowever, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer if the value of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered Assets affected by insurance (such uncovered portion of the Casualty Loss being referred Loss, not to exceed that allocated in this Section as an "uninsured loss")Exhibit B, exceeds $15,000,000, Buyer and Seller shall attempt each have the right to agree on terminate this Agreement upon written notification to the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day periodother, the value transaction shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar not close and thereafter neither Buyer nor Seller shall have any liability or further obligations to the disputed Casualty Lossother hereunder. In the event of such termination, who Seller shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided return the Performance Deposit to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller , without interest, within five (5) days of receipt of the notice of termination and neither party shall have any further obligation or liability hereunder. Prior to Closing, Seller shall not voluntarily compromise, settle or adjust any amounts payable by reason of any Casualty Loss without first obtaining the written receipt by Seller consent of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05.

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 (athat is, damage or destruction in excess of $500,000.00 or which materially impedes access to the Property), Purchaser shall have the option which shall be exercised not later than ten (10) If after days following the date Purchaser receives written notice of execution 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 Purchaser elects to consummate the transaction contemplated by this Agreement, Purchaser shall be entitled to receive all of the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and receive all of the proceeds of insurance applicable thereto, and Seller shall, at Closing and thereafter, execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items. If Purchaser elects to proceed with the transaction, Purchaser shall 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 cost of restoration but not to exceed $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 any obligations that expressly survive the termination of this Agreement and prior and/or the Closing. If there is any other damage or destruction (that is, damage or destruction of $500,000.00 or less, or which does not impede access to the Closing any part of the Assets suffers a Casualty Loss or if any part of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(bProperty), Seller shall at the either completely repair such damage prior to Closing pay in a manner reasonably satisfactory to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes Purchaser or, at Seller’s option, delivered either assign all insurance claims pertaining to Buyer upon 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 Purchaser’s and Seller’s receipt from Buyer mutual reasonably estimated cost of adequate assurance and indemnity that repair. If Seller shall incur no liability or expense elects to provide an assignment of all insurance claims as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to provided for in this Section as 7, Purchaser shall receive at Closing a credit against the Purchase Price in an "uninsured loss")amount equal to any deductible(s) applicable thereto. Notwithstanding anything herein to the contrary, Buyer and Seller shall attempt be entitled to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters receive and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Sectionretain, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayedrequired to assign, but rather, the amount paid at Closing shall be reduced by the value any insurance proceeds for loss of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments rents to be made after Closing as contemplated by Section 2.05have been paid prior to Closing.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to the Closing Closing, any Property, or any part thereof shall be condemned (which shall include the institution of the Assets suffers a Casualty Loss any condemnation proceedings, notice of such action or if proceeding being given or threatened or any part conveyance made in lieu of the Assets is taken in condemnation proceedings) or under the right of eminent domain destroyed or if proceedings for such purposes are pending damaged by fire or Threatenedother casualty, Seller shall promptly give Buyer written notice so notify Purchaser. In the event of such occurrencea material loss (hereinafter defined), including reasonable particulars Purchaser shall have the option to terminate this Agreement with respect theretoto 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 damage, and Purchaser shall be entitled to (i) in the event of a condemnation, any condemnation award to which Seller would be entitled, or (ii) in the event of damage or destruction, any insurance proceeds to which Seller would be entitled and a credit against the Purchase Price in the amount of the deductible under any policies of insurance. If Purchaser elects to terminate this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior with respect to the Closing Date affected Property in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value Purchase Price allocated to the affected Property as set forth on Exhibit A, and neither party shall have any further rights or obligations under this Agreement with respect to the affected Property except as otherwise provided for in this Agreement. For purposes of such an uninsured Casualty Loss as finally determined this Section 5, a “material loss” means if (i) the damage caused by the casualty exceeds $250,000.00, (ii) the casualty or taking results in termination of the Master Lease with respect to the affected Property pursuant to this SectionSection 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 if Tenant does not waive such final determination is not available rights in writing prior to Closing, or (iii) the taking would have a material adverse effect on parking, access or signage for the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05affected Property.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing any Building(s) on the Land or any 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 ($10,000,000.00) 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) If after to terminate this Agreement, or (b) to consummate the date of execution of transaction contemplated by this Agreement and prior notwithstanding such condemnation, destruction or material damage. If Purchaser elects to consummate the transaction contemplated by this Agreement, Purchaser shall be entitled to receive all of the condemnation proceeds or settle the loss under all policies of insurance applicable to the Closing any part destruction or damage and receive all of the Assets suffers a Casualty Loss proceeds of insurance applicable thereto, and 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 if destruction to any part of the Assets is taken in condemnation Building(s) or under the right of eminent domain Companion Building(s) (that is, damage or if proceedings destruction to such Building(s) or Companion Building(s) which Purchaser reasonably believes could be Ten Million and No/100 Dollars ($10,000,000.00) or less for such purposes are pending Building(s) or ThreatenedCompanion Building(s), or which does not substantially prevent access to the Land or the Companion Properties or otherwise materially adversely affect the Property or the Companion Properties), at Purchaser’s election, Seller shall promptly give Buyer written notice of either completely repair such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller damage prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay a manner satisfactory to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes Purchaser or, at Seller’s option, delivered either assign all insurance claims pertaining to Buyer upon Sellersuch 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 Purchaser’s receipt from Buyer reasonably estimated cost of adequate assurance and indemnity that Seller shall incur no liability or expense repair. If Purchaser elects to take an assignment of all insurance claims as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to provided for in this Section as 6, Purchaser shall receive at Closing a credit against the Cash Balance in an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be amount equal to the lesser of (iany deductible(s) the aggregate reduction in Allocated Value of the affected Assets resulting from the and uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05amounts applicable thereto.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to Closing, the Closing Property or any part of the Assets suffers a Casualty Loss thereof shall be taken or if any part of the Assets is taken in condemnation condemned, or under the right of eminent domain destroyed or if proceedings for such purposes are pending damaged by fire or Threatenedother casualty, Seller shall promptly give Buyer so notify Purchaser. In such event, provided that either: (i) the reasonable cost to restore the Property due to such damage or destruction is greater than $375,000 (a "Material Casualty") or (ii) the taking or condemnation ----------------- materially, adversely and permanently affects the economic use of the Property or reduces parking at or limits access to the Property (a "Material -------- Condemnation"), then Purchaser shall have the option 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 such occurrencea Material Condemnation or Material Casualty loss. If (a) the damage or destruction is not a Material Casualty, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss taking or condemnation occurring after is not a Material Condemnation, or (c) Purchaser does not elect to terminate this Agreement pursuant to the date provisions of execution 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, Agreement without Buyer’s prior consent, no insurance or condemnation proceeds abatement of the Purchase Price and Purchaser shall be committed entitled to approve the terms of any insurance settlement, and to receive at Closing the taking, condemnation or applied by Seller to repair, restore, insurance proceeds (or replace a lost, damaged, destroyed or taken portion an assignment of the Assets if the cost right to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, proceeds) (less any reasonable amounts applied against costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (coccurrence) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer together with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, credit against the value of the uninsured Casualty Loss shall be Purchase Price in an amount equal to the lesser amount of (i) any deductibles payable under applicable casualty insurance and Seller shall, at Closing, execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar items. If Purchaser elects to terminate this Agreement pursuant to the aggregate reduction provisions of this Section 5 and Purchaser is not in Allocated Value 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 affected Assets resulting from parties, become null and void and neither party shall have any further rights or obligations under this Agreement; provided, however, that the uninsured Casualty Lossforegoing shall -------- ------- not limit Seller's recourse against Purchaser under Sections 6, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, 8 and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05.11.J.

CASUALTY LOSS AND CONDEMNATION. (a) If after Prior to Closing, the date risk of execution of this Agreement and loss shall remain with Sellers. If, prior to Closing, the Closing Property or any part thereof shall be condemned, or destroyed or 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 the Assets suffers a Casualty Loss $250,000 (as determined by Sellers in good faith) or if the Property or any part of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds thereof shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion damaged by fire or other casualty the repair of the Assets if the which would cost to repair, restore, or replace a lost, damaged, destroyed or taken portion in excess of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied 250,000 (as determined by Seller prior to the Closing Date Sellers in accordance with this Section 11.16(bgood faith), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such lossthen, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. within twenty (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (520) days of such casualty or condemnation, Sellers 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 all, by written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as notice thereof to his findings the other party within ten (10) Business Days business days after being selected by SellerPurchaser receives written notice of such fire, earthquake or other casualty or condemnation and Sellers' good faith determination of resulting damages, this Agreement may be terminated. For purposes of If either Purchaser or Sellers elect to terminate this SectionAgreement, the value Xxxxxxx Money shall be returned to Purchaser by Escrowee, in which event this Agreement shall, without further action of the uninsured Casualty Loss 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, 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 equal entitle to receive the condemnation proceeds in the event of a condemnation, or in the event of a casualty, a credit against the Purchase Price payable at Closing in the total amount of the estimated proceeds to Sellers under any applicable hazard or other insurance policy or policies in effect with respect to the lesser 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 satisfactory to Sellers whereby Purchaser releases Sellers from all ongoing liability and/or claims in connection with such condemnation or casualty. Notwithstanding anything to the contrary contained in this Section 5, in the event any condemnation below the $250,000 threshold described above either (i) prohibits, as a matter of applicable law, the aggregate reduction in Allocated Value rebuilding or repair of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, Property as it currently exists or (ii) prevents access to the amount required Property from a publicly dedicated street, then Purchaser may elect to repair the affected portion of the Assets terminate this Agreement by written notice thereof to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account Sellers within ten (10) business days of such Casualty Loss. The Purchase Price determination, and upon the exercise of such option by Purchaser, this Agreement shall become null and void, the Xxxxxxx Money shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant returned to this SectionPurchaser and neither party shall have any further liability or obligations hereunder, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05except those that expressly survive termination.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to Closing, the Closing Property or any part of the Assets suffers thereof shall be taken or condemned (a Casualty Loss "Condemnation"), or if any part of the Assets is taken in condemnation destroyed or under the right of eminent domain damaged by fire or if proceedings for such purposes are pending or Threatenedother casualty (a "Casualty"), Seller shall promptly give Buyer so notify Purchaser. In such event, provided that either: (i) the reasonable cost to restore the Property due to such damage or destruction is greater than $125,000 (a "Material Casualty") or (ii) the taking or condemnation materially, adversely and permanently affects the economic use of the Property (a "Material Condemnation"), then Purchaser shall have the option 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 such occurrencea Material Condemnation or Material Casualty. If (a) the damage or destruction is not a Material Casualty, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss taking or condemnation occurring after is not a Material Condemnation, or (c) Purchaser does not elect to terminate this Agreement pursuant to the date provisions of execution 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, Agreement without Buyer’s prior consent, no insurance or condemnation proceeds abatement of the Purchase Price and Purchaser shall be committed 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 (or an assignment of the right to such proceeds) (less any amounts applied against costs incurred or income lost by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. occurrence) together with a credit against the Purchase Price in an amount equal to the amount of any deductibles payable under applicable casualty insurance and Seller shall, at Closing, execute and deliver to Purchaser 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, however, that the foregoing shall not limit Seller's recourse against Purchaser under Sections 6 (c) If 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 to the extent any portion waived in writing) by reason of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages Condemnation which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05occurs.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to Closing, the Closing Property, or any part of the Assets suffers a Casualty Loss thereof shall be condemned, destroyed, or if any part of the Assets is taken in condemnation damaged by fire or under the right of eminent domain or if proceedings for such purposes are pending or Threatenedother casualty, Seller shall promptly give Buyer written so notify Purchaser. In the event of a Material Loss (as hereinafter defined), Purchaser shall have the option 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 damage does not result in a Material Loss, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such occurrencecondemnation, including reasonable particulars with respect theretodestruction or damage. If 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 any); all net of repair costs incurred by Seller, and (iii) Seller shall, at Closing, execute and deliver to Purchaser all customary proofs of loss and other similar items. 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. If Purchaser elects to terminate this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b)5, Seller the Exxxxxx Money shall at the Closing pay be returned to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to BuyerPurchaser, at Closingwhich time this Agreement shall, without recourse against Seller, all further action of the rightparties, titleterminate and become null and void and neither party shall have any further rights or obligations under this Agreement, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds except for those which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution expressly survive termination of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by SellerAgreement. For purposes of this SectionSection 5, a “Material Loss” means condemnation, damage or destruction that either (x) is reasonably estimated by Seller’s insurer or appraiser to cost or be valued at (as the value of the uninsured Casualty Loss shall be equal case may be) more than Five Million Dollars ($5,000,000) as to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repairedProperty or any portion thereof, or (iiy) is sufficient to permit any tenant occupying in excess of 300,000 rentable square feet (the amount required Major Tenant”) to repair terminate its Lease in accordance with the affected portion terms thereof and such tenant has notified Seller of the Assets to its condition immediately preceding termination of said Lease (whether or not tenant has then vacated the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05demised premises thereunder).

CASUALTY LOSS AND CONDEMNATION. If, prior to the Closing, any Individual Property (aor any part thereof) If after shall be condemned, or destroyed or materially damaged by fire or other casualty (that is, damage or destruction in excess of Five Hundred Thousand and 00/100 Dollars [$500,000.00]), the date of execution of 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 Purchaser elects to consummate the transaction contemplated by this 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 receive the proceeds of insurance applicable thereto, and the applicable Seller shall, at the Closing and thereafter as necessary, execute or cause to be executed and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items. 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 no party shall have any further rights or obligations under this Agreement. If there is any other damage or destruction (that is, damage or destruction of Five Hundred Thousand and 00/100 Dollars [$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 any part or, at Purchaser's option, 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 the Assets suffers a Casualty Loss or if any part loss, assignments of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, claims and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceedingother similar items, or threat, subject to Sections 11.08 and 11.14. (b) With regard to allow Purchaser a Casualty Loss or condemnation occurring after credit against the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken allocable portion of the Assets if Cash Balance payable at the Closing in an amount equal to the reasonably estimated cost of repair. If Purchaser elects to repairtake an assignment of all insurance claims as aforesaid, restore, or replace Purchaser shall receive at the Closing a lost, damaged, destroyed or taken credit against the allocable portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall Cash Balance payable at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and an amount equal to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs deductible(s) and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitmentuninsured amounts applicable thereto. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to Closing, the Closing Property or any part of the Assets suffers a Casualty Loss thereof shall be taken or if any part of the Assets is taken in condemnation condemned, or under the right of eminent domain destroyed or if proceedings for such purposes are pending damaged by fire or Threatenedother casualty, Seller shall promptly give Buyer so notify Purchaser. In such event, provided that either: (i) the reasonable cost to restore the Property due to such damage or destruction is greater than Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) (a "Material Casualty"), or (ii) any material portion of the building located on the Property is taken or condemned, (a "Material Condemnation"), then Purchaser shall have the option 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 such occurrencea Material Condemnation or the occurrence of a Material Casualty. If (a) the aforementioned casualty is not a Material Casualty, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss the aforementioned taking or condemnation occurring after is not a Material Condemnation, or (c) Purchaser does not elect to terminate this Agreement pursuant to the date provisions of execution 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, Agreement without Buyer’s prior consent, no insurance or condemnation proceeds abatement of the Purchase Price and Purchaser shall be committed entitled to approve the terms of any insurance settlement, such approval not to be unreasonably withheld or applied by Seller delayed, and to repairreceive at Closing the taking, restore, condemnation or replace a lost, damaged, destroyed insurance proceeds (or taken portion an assignment of the Assets if the cost right to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, proceeds) (less any reasonable amounts applied against costs and expenses incurred by Seller in collecting such proceeds. In addition and or income lost (solely to the extent Seller has rent loss insurance proceeds available with respect to such proceeds have not been committed or applied lost income) by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (coccurrence) If and to plus a credit against the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by in the amount of the value any deductible payable by Seller, and Seller shall, at Closing, execute and deliver to Purchaser all customary proofs of such an uninsured Casualty Loss as finally determined loss, assignments of claims and other similar items. If Purchaser elects to terminate this Agreement pursuant to the provisions of this Section, Section 5 and if such final determination Purchaser is not available on in default under this Agreement, the scheduled Closing DateXxxxxxx Money shall be returned to Purchaser by the Escrowee, Closing 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 be delayed, but rather, limit Seller's recourse against Purchaser under Sections 6 and 11(G) below and under the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included "Confidentiality Agreement" (as part of the final adjustments to be made after Closing as contemplated by Section 2.05hereinafter defined).

CASUALTY LOSS AND CONDEMNATION. (a) If after Prior to closing, the date risk of execution of this Agreement and loss shall remain with Seller. If, prior to Closing, the Closing Property or any part of the Assets suffers a Casualty Loss thereof shall be condemned, or if any part of the Assets is taken in condemnation destroyed or under the right of eminent domain damaged by fire or if proceedings for such purposes are pending or Threatenedother casualty, Seller shall promptly give Buyer 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 the repair of which would cost in excess of Seven Hundred Fifty Thousand and No/100ths Dollars ($750,000.00) (as determined by the insurance adjuster designated by Seller’s insurance company), then, at the option of Purchaser, which option shall be exercisable, if at all, by written notice thereof to Seller within ten (10) business days after the date that Purchaser has received both written notice of such occurrencefire, including reasonable particulars with respect theretoearthquake or other casualty or condemnation and the insurance adjuster’s determination of resulting damages, and this Agreement may be terminated. If Purchaser so elects to terminate this Agreement, the Xxxxxxx Money (specifically excluding the Option Fee, which shall remain be paid to Seller) shall be returned to Purchaser by Escrowee, in full force which event this Agreement shall, without further action of the parties, become null and effect notwithstanding void and neither party shall have any such destructionrights or obligations under this Agreement, taking, proceedingexcept those which expressly survive termination. In the event that Purchaser does not exercise the option to terminate the Agreement set forth above, or threatif the condemnation or casualty is below the $750,000 threshold described above, then, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution provisions of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds the Closing shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to take place on the Closing Date and Purchaser shall be entitled to receive: (a) with respect to a condemnation, an assignment of all of Seller’s right, title and interest in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by to be awarded to Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. condemnation, and (cb) with respect to a casualty, assignment of Seller’s interest in any then unpaid insurance proceeds claimed with respect to the loss which is the subject of the casualty and a payment from Seller of all insurance 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 restoration or repair and the amounts expended in connection therewith by Seller except to the extent that any such restoration or repair, in the Seller’s reasonable judgment, is necessary to comply with applicable laws, rules, regulations or ordinances or to avoid imminent danger to persons or property) plus a credit against the Purchase Price 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 satisfactory to Seller and Purchaser whereby Purchaser releases Seller from all ongoing liability and/or claims in connection with such condemnation or casualty. Notwithstanding anything to 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 (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 any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing that Seller is not covered by insurance (such uncovered portion of the Casualty Loss being referred to required in this Section as an "uninsured loss")5 to assign and transfer to Purchaser any of Seller’s right, Buyer title and interest in and to insurance proceeds, Seller shall attempt cooperate with Purchaser’s efforts, in all reasonable respects, to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able cause Seller’s insurance carriers to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar pay any unpaid insurance proceeds to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of BuyerPurchaser and for Purchaser’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05benefit.

CASUALTY LOSS AND CONDEMNATION. (a) If after Prior to Closing, the date risk of execution of this Agreement and loss shall remain with Sellers. If, prior to Closing, the Closing Property or any part thereof shall be condemned, or destroyed or 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 the Assets suffers a Casualty Loss $250,000 (as determined by Sellers in good faith) or if the Property or any part of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds thereof shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion damaged by fire or other casualty the repair of the Assets if the which would cost to repair, restore, or replace a lost, damaged, destroyed or taken portion in excess of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied 250,000 (as determined by Seller prior to the Closing Date Sellers in accordance with this Section 11.16(bgood faith), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such lossthen, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. within twenty (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (520) days of such casualty or condemnation, Sellers 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 all, by written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as notice thereof to his findings the other party within ten (10) Business Days business days after being selected by SellerPurchaser receives written notice of such fire, earthquake or other casualty or condemnation and Sellers' good faith determination of resulting damages, this Agreement may be terminated. For purposes of If either Purchaser or Sellers elect to terminate this SectionAgreement, the value Xxxxxxx Money shall be returned to Purchaser by Escrowee, in which event this Agreement shall, without further action of the uninsured Casualty Loss 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, 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 equal entitle to receive the condemnation proceeds in the event of a condemnation, or in the event of a casualty, a credit against the Purchase Price payable at Closing in the total amount of the estimated proceeds to Sellers under any applicable hazard or other insurance policy or policies in effect with respect to the lesser 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 satisfactory to Sellers whereby Purchaser releases Sellers from all ongoing liability and/or claims in connection with such condemnation or casualty. Notwithstanding anything to the contrary contained in this Section 5, in the event any condemnation below the $250,000 threshold described above either (i) prohibits, as a matter of applicable law, the aggregate reduction in Allocated Value rebuilding or repair of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, Property as it currently exists or (ii) prevents access to the amount required Property from a publicly dedicated street, then Purchaser may elect to repair the affected portion of the Assets terminate this Agreement by written notice thereof to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account Sellers within ten (10) business days of such Casualty Loss. The Purchase Price determination, and upon the exercise of such option by Purchaser, this Agreement shall become null and void, the Xxxxxxx Money shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant returned to this SectionPurchaser and neither party shall have any further liability or obligations hereunder, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05except those that expressly survive termination.

CASUALTY LOSS AND CONDEMNATION. (a) Owners agree to enforce the obligations of the Tenant under the Lease to maintain fire and extended coverage insurance on the Property until the Closing Date. If at any time prior to the Closing Date any portion of the Property is destroyed or damaged as a result of fire or other casualty or is taken by condemnation or eminent domain ("Casualty"), Owners shall give notice ("Casualty Notice") thereof to Assignee. If the Property is the subject of a Casualty, Assignee shall have the right, at its sole option, of terminating this Agreement unless, (i) the cost fully to repair or restore such damage is less than Two Hundred Fifty Thousand Dollars ($250,000) and sufficient insurance proceeds are available fully to restore such damage, and (ii) the insurance companies issuing the policies have confirmed in writing that such Casualty is covered by the Policies and that no defense to payment of the claim exists, and (iii) such Casualty will not result in the Tenant terminating the Lease and (iv) any loan commitment obtained by Assignee for financing the Property is not canceled or suspended as a result of such Casualty. In the event the Property is the subject of a Casualty and Assignee does not have the right to terminate this Agreement or does not exercise its right to terminate this Agreement, Owners shall enforce the obligations of the Tenant to repair, rebuild or replace such Casualty damage pursuant to the provisions of Section 8(e) of the Lease. (b) If the Property is the subject of a Casualty but Assignee does not have the right to terminate this Agreement pursuant to the provisions of Section 6(a) above (or Assignee does not exercise such right), then Owner shall have no obligation to repair any Casualty damage and Assignee shall accept the Property at Closing as damaged or destroyed by the Casualty. (c) If at any time prior to the Closing Date: a Taking affects all or any part of the Property, or if any proceeding for a Taking is commenced, or if notice of the contemplated commencement of a Taking is given, Owners shall promptly give written notice ("Taking Notice") thereof to Assignee. If the Real Property is Taken, Assignee shall have the right, at its sole option, of terminating this Agreement. If a Taking Notice is given to Assignee less than ten (10) days prior to Closing, at Assignee's option Closing shall be postponed to a date not earlier than ten (10) days after Assignee's receipt of the Taking Notice. If a Taking has occurred after the date of execution of this Agreement and prior to Closing, all awards, damages or other proceeds resulting from such Taking shall be and remain the Closing any part property of the Assets suffers a Casualty Loss or if any part of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, Partnership and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied retained by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion the Partnership as of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance for the benefit of Assignee, together with this Section 11.16(b), Seller shall at the right to receive any such proceeds or damages after the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitmentDate. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to the Closing Closing, all or any part portion of the Assets suffers a Casualty Loss are destroyed by fire or other casualty or if any part portion of the Assets is shall be taken in by condemnation or under the right of eminent domain (all of which are herein called "Casualty Loss" and limited to property damage or if proceedings for such purposes are pending or Threatenedtaking only), Seller Buyer shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject have the option either (i) to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken delete that portion of the Assets if which is subject to the cost to repairCasualty Loss from the Assets, restore, or replace a lost, damaged, destroyed or taken and the Stock Consideration portion of the Assets is projected to exceed $50,000. To Purchase Price shall be reduced by the extent such proceeds are not committed or applied by Seller prior value allocated to the Closing Date deleted Asset as set out in accordance Exhibit "F," or (ii) for Buyer to proceed with this Section 11.16(b)the purchase of such Assets, notwithstanding any such destruction or taking (without reduction of the Stock Consideration portion of the Purchase Price) in which case Seller shall pay, at the Closing pay Closing, to Buyer all sums paid to Seller by third Persons by reason of such loss, damage, the destruction or takingtaking of such Assets and shall assign, less any reasonable costs transfer and expenses incurred set over unto Buyer all insurance proceeds received by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, as well as all of the right, title, title and interest of Seller in and to any Claims, unpaid insurance proceeds or condemnation proceeds other payments from third Persons arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer If the Allocated Value of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered Assets affected by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an shown on Exhibit "uninsured loss")F" exceeds $250,000.00, Buyer and Seller shall attempt each have the right to agree on terminate this Agreement upon written notification to the value other, the transaction shall not close and thereafter neither Buyer nor Seller shall have any Liability or further obligations to the other hereunder. Prior to Closing, Seller shall not voluntarily compromise, settle or adjust any amounts payable by reason of the uninsured any Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of without first obtaining the written receipt by Seller consent of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05.

CASUALTY LOSS AND CONDEMNATION. (aA) If after the date of execution of this Agreement and If, prior to the Closing Closing, any Property or any part of the Assets suffers thereof shall be (x) subject to a Casualty Loss taking by any public or if any part of the Assets is taken in condemnation or under the right of quasi-public authority through condemnation, eminent domain or if proceedings for such purposes are pending otherwise (including, but not limited to, any transfer made in lieu of or Threatened, Seller shall promptly give Buyer written notice in anticipation of the exercise of such occurrencetaking) (collectively, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, "Condemnation") or threat, subject to Sections 11.08 and 11.14. (by) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of damaged by fire or other casualty and in either case the Assets if parties reasonably estimate the proceeds from such Condemnation or the cost to repair, restore, repair the damage or replace a lost, damaged, destroyed or taken portion destruction to be in excess of 15% of the Assets is projected to exceed $50,000. To Allocated Purchase Price of such Property (a "Major Event") (unless such Condemnation does not do any of the extent such proceeds are not committed following: reduce the number of residential units of the Property, eliminate the pool or applied other major amenity, reduce the parking by Seller prior more than 10%, and materially impede the main access to the Closing Date Property, in accordance with this Section 11.16(bwhich case such Condemnation would not be a Major Event), Seller Purchaser shall at have the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings option exercisable within ten (10) Business Days days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of Purchaser and Seller agree on such estimate either (i) to drop the aggregate reduction in Allocated Value Property affected by such Major Event pursuant to Section 12 without terminating any other obligations of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repairedPurchaser hereunder, or (ii) to elect to take title to such affected Property without any reduction in, abatement of, or credit against the Purchase Price, notwithstanding such Condemnation, destruction or damage; if Purchaser fails to make either such election, Purchaser shall be deemed to have elected option (i). If Purchaser elects to consummate the transaction contemplated by this Agreement, without dropping such Property, subject to the terms and provisions of the Bond Documents, at the Closing, Seller shall or shall cause the Affiliate to assign to Purchaser (without recourse) (x) the rights of Seller or the Affiliate to the Condemnation proceeds (including without limitation, the sale proceeds for the Club Apartments if sold prior to Closing in any transfer made in lieu of or in anticipation of the exercise of a taking (Seller shall endeavor to consummate a transaction and shall consult with Purchaser in connection therewith with regard to the Club Apartments, but Seller cannot sign any purchase contract without the consent of Purchaser and Purchaser cannot force Seller to sell the Club Apartments) or insurance proceeds with respect to such Major Event, net of the amount required to repair the affected portion of Seller's reasonable costs and expenses (including, but not limited to, reasonable legal fees and closing costs under a sale in lieu of or in anticipation of the Assets to its condition immediately preceding exercise of a taking), if any in collecting same ("Net Proceeds"), including without duplication, giving Purchaser a credit against the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by in the amount of the value Net Proceeds received by Seller or the Affiliate prior to Closing (provided, however, Seller or the Affiliate shall receive without duplication, a credit toward the Purchase Price for any such costs and expenses not recovered prior to Closing) and (y) the rights to settle any Condemnation proceeding or the loss under all policies of such an uninsured Casualty Loss as finally determined pursuant insurance applicable to this Sectionthe Major Event, and if such final determination Seller shall or shall cause the Affiliate, at Closing and thereafter, to execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items (the provisions of this sentence shall survive the Closing). In any case in which Seller or the Affiliate is assigning to Purchaser the Net Proceeds under any insurance policy, Purchaser shall receive a credit against the Purchase Price for the deductible associated with the underlying claim under the applicable insurance policy. (B) If, prior to Closing, any Property or any part thereof shall be (x) subject to a Condemnation or (y) destroyed or damaged by fire or other casualty and in either case it is not available on a Major Event, then the scheduled transaction contemplated by this Agreement shall be consummated, without any reduction in, abatement of, or credit against the Purchase Price and Seller shall, at its option, subject to the terms and provisions of the Bond Documents, either (i) repair such damage prior to Closing Dateand Seller or the Affiliate shall keep any insurance or Condemnation proceeds, (ii) allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of repair and Seller or the Affiliate shall keep any insurance or Condemnation proceeds or (iii) assign to Purchaser (without recourse) the rights of Seller or the Affiliate to Net Proceeds, including without duplication, giving Purchaser a credit against the Purchase Price in the amount of the Net Proceeds received by Seller or the Affiliate prior to Closing (provided, however, Seller or the Affiliate shall receive without duplication, a credit toward the Purchase Price for any such costs and expenses not recovered prior to Closing) and the rights to settle any Condemnation proceeding or the loss under all policies of insurance applicable to the Condemnation, destruction or damage, and Seller shall or shall cause the Affiliate, at Closing and thereafter, to execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items (the provisions of this sentence shall survive the Closing). In any case in which Seller or the Affiliate is assigning to Purchaser the Net Proceeds under any insurance policy, Purchaser shall receive a credit against the Purchase Price for the deductible associated with the underlying claim under the applicable insurance policy. (C) Notwithstanding anything to the contrary contained herein, if and only to the extent that Seller is obligated to deliver Net Proceeds to Purchaser hereunder, then the Threshold Amount, the Deductible and the Damage Cap shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between apply to such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05obligation.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to the Closing Closing, all or any part of the Assets suffers a Casualty Loss or if any part portion of the Assets is destroyed by fire or other casualty or if any portion of the Assets shall be taken in by condemnation or under the right of eminent domain (all of which are herein called "Casualty Loss" and limited to property damage or if proceedings for such purposes are pending or Threatenedtaking only), Buyer and Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject must agree prior to Sections 11.08 and 11.14. Closing either (bi) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken delete that portion of the Assets if which is subject to the cost Casualty Loss from the Assets, and the Purchase Price shall be reduced by the value allocated to repairthe deleted interest as set out in Exhibit "B," or (ii) for Buyer to proceed with the purchase of such Assets, restore, notwithstanding any such destruction or replace a lost, damaged, destroyed or taken portion taking (without reduction of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date Purchase Price) in accordance with this Section 11.16(b), which case Seller shall pay, at the Closing pay Closing, to Buyer all sums paid to Seller by third parties by reason of such loss, damage, the destruction or takingtaking of such Assets and shall assign, less any reasonable costs transfer and expenses incurred set over unto Buyer all insurance proceeds received by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, as well as all of the right, title, title and interest of Seller in and to any claims, causes of action, unpaid insurance proceeds or condemnation proceeds other payments from third parties arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer If the allocated value of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Assets affected by the casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance as shown on Exhibit "B" exceeds two million five hundred thousand dollars (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"$2,500,000.00), Buyer and Seller shall attempt each have the right to agree on terminate this Agreement upon written notification to the value other, the transaction 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 termination, Seller shall return the uninsured Performance Deposit to Buyer, without interest. Prior to Closing, Seller shall not voluntarily compromise, settle or adjust any amounts payable by reason of any Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of without first obtaining the written receipt by Seller consent of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to Closing, the Closing Property, or any part of the Assets suffers a Casualty Loss thereof shall be condemned, destroyed, or if any part of the Assets is taken in condemnation damaged by fire or under the right of eminent domain or if proceedings for such purposes are pending or Threatenedother casualty, Seller shall promptly give Buyer written notice so notify Purchaser. In the event of such occurrencea Material Loss (as defined below), including reasonable particulars with respect thereto, and either Seller or Purchaser shall have the option to terminate this Agreement shall remain 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 full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Material Loss or condemnation occurring after (y) the date 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 execution of its election to terminate this Agreement, without Buyer’s prior consentthen Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, no insurance destruction or condemnation proceeds damage. If the transaction contemplated by this Agreement is consummated, then (i) in the case of a condemnation, Purchaser, as the owner of the Membership Interests after Closing, shall be committed or applied by Seller entitled to repairreceive any condemnation proceeds, restoreand (ii) in the case of a casualty, or replace a lostPurchaser, damaged, destroyed or taken portion as the owner of the Assets if Membership Interests after Closing, 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 repairrepair not covered by insurance (if any); all net of repair costs incurred and paid by Nine Penn Owner prior to Closing. In addition, restorein 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 replace a lostcasualty, damaged, destroyed or taken portion provided that Purchaser shall have received each of the Assets is projected items set forth in sub-clauses (A) through (C) of clause (ii) of the immediately preceding sentence, and provided further that Seller agrees to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to collaborate after the Closing Date with the insurance adjuster retained by the parties in connection with such casualty. If either party elects to terminate this Agreement in accordance with this Section 11.16(b)5, Seller the Xxxxxxx Money shall at the Closing pay be returned to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to BuyerPurchaser, at Closingwhich time this Agreement shall, without recourse against Seller, all further action of the rightparties, titleterminate and become null and void and neither party shall have any further rights or obligations under this Agreement, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds except for those which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution expressly survive termination of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by SellerAgreement. For purposes of this SectionSection 5, a “Material Loss” means condemnation, damage or destruction that (x) is reasonably estimated by Seller’s insurer or appraiser to cost or be valued at (as the value of case may be) more than the uninsured Casualty Loss shall be equal Threshold (defined below), as applicable to the lesser of (i) terminating party, as to the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repairedProperty or any portion thereof, or (iiy) would permanently and materially impair the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Sectioncurrent use of, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but ratheror access to, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05.Property; and

CASUALTY LOSS AND CONDEMNATION. (a) If after A. Except as provided in the date of execution indemnity provisions contained in Section 3.B. of this Agreement and Agreement, Seller shall bear all risk of loss with respect to the Property up to the earlier of the dates upon which either possession or title is transferred to Purchaser in accordance with this Agreement. Notwithstanding the foregoing, in the event of damage to the Property by fire or other casualty prior to the Closing any part Date, repair or restoration of which would cost less than or equal to $200,000.00 (as determined by Seller and Purchaser in good faith) Purchaser shall not have the right to terminate its obligations under this Agreement by reason thereof, 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 casualty and Seller shall pay to Purchaser at the Closing the amount of Seller's insurance deductible. In the event Purchaser is to receive the insurance proceeds as aforedescribed, Purchaser shall have the right to negotiate the settlement of the Assets suffers 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 (b) accept the Property in its damaged condition together with an assignment from Seller of all insurance proceeds and receive a Casualty Loss or if any part credit at Closing in the amount of the Assets deductible; or (ii) if the casualty is taken uninsured (in condemnation excess of the deductible) then Purchaser, at its option, may terminate this Agreement. If Purchaser elects to terminate this Agreement in accordance with the terms of the preceding sentence, this Agreement shall become null and void, and the Xxxxxxx Money deposited by Purchaser shall be returned to Purchaser together with interest thereon, and neither party shall have any further liability or under the right of eminent domain or if proceedings for such purposes are pending or Threatenedobligations hereunder, except as specifically set forth herein. Seller shall promptly give Buyer written notice notify Purchaser in writing of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, fire or threat, subject to Sections 11.08 other casualty and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date Seller's determination of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, repair the damage caused thereby. In the event of damage to the Property by fire or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller other casualty prior to the Closing Date Date, repair or restoration of which would cost in accordance with this Section 11.16(bexcess of $200,000.00 (as determined by Seller and Purchaser in good faith), Seller shall then this Agreement may be terminated at the Closing pay to Buyer all sums paid option of Purchaser, which option shall be exercised, if at all, by Purchaser's written notice thereof to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days business days after being selected 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 further 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 assign and transfer to Purchaser on the Closing Date all of Seller. For purposes 's right, title and interest in and to all insurance proceeds paid or payable to Seller on account of the fire or casualty and Seller shall pay to Purchaser at the Closing the amount of Seller's insurance deductible. B. If between the date of this SectionAgreement and the Closing Date, any condemnation or eminent domain proceedings are initiated or if Seller receives any governmental notices of threats or notices of proposed or contemplated condemnation or eminent domain proceedings which might result in the value taking of any part of the uninsured Casualty Loss shall be equal Property or the taking or closing of any right of access to the lesser Property (a "Condemnation Event"), Seller shall immediately notify Purchaser of such occurrence. In the event of a Condemnation Event, Purchaser may: (i) terminate this Agreement by written notice to Seller, in which event the aggregate reduction in Allocated Value Xxxxxxx Money deposited by Purchaser, together with interest thereon, shall be returned to Purchaser and all rights and obligations of the affected Assets resulting from parties hereunder with respect to the uninsured Casualty Lossclosing of this transaction will cease, if such affected Assets are not repaired, or except as specifically set forth herein; or (ii) proceed with the amount required Closing, in which event Seller shall assign to repair Purchaser all of Seller's right, title and interest in and to any award made in connection with such condemnation or eminent domain proceedings and Purchaser shall immediately have the affected portion right to negotiate said award. C. Purchaser shall then notify Seller, within ten (10) business days after Purchaser's receipt of the Assets Seller's notice, whether Purchaser elects to exercise its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Lossrights under Section 6.B.(i) or Section 6.B.(ii). The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but ratherif necessary, the amount paid at Closing until Purchaser makes such election. If Purchaser fails to make an election within such ten (10) business day period, Purchaser shall be reduced by deemed to have elected to exercise its rights under Section 6.B.(ii). D. The terms of this Article 6 shall survive the value Closing and the delivery of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05Deed.

CASUALTY LOSS AND CONDEMNATION. (A) If, from and after the date hereof and prior to Closing, any Property or any part thereof shall be (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 damaged by fire or other casualty and in either case the parties reasonably estimate the proceeds from such Condemnation or the cost to repair the damage or destruction to be in excess of twenty 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 elect to take title to such affected Property without any reduction in, abatement of, or credit against the Purchase Price, notwithstanding such Condemnation, destruction or 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 execution of this Agreement and prior the applicable Condemnation or casualty, then Seller, Purchaser, or the applicable Joint Venture, if any, may submit the dispute to the Closing any part American Arbitration Association in New York City pursuant to the Expedited Procedures of the Assets suffers a Casualty Loss or if any part of Commercial Dispute Resolution Procedures thereof (and the Assets is taken in condemnation or under Closing will be adjourned pending the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller shall promptly give Buyer written notice resolution of such occurrence, including reasonable particulars with respect thereto, and arbitration). If Purchaser elects to consummate the transaction contemplated by this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threatAgreement, subject to Sections 11.08 the terms and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion provisions of the Assets Assumed Loan Documents and the Partnership Documents, if applicable, at the cost Closing, Seller and the Joint Ventures shall or shall cause their respective Subsidiaries to repairassign to Purchaser (without recourse) (x) the rights of Seller, restorethe Joint Ventures and their respective Subsidiaries in and to the Condemnation proceeds or insurance proceeds with respect to such Major Event, or replace a lost, damaged, destroyed or taken portion net of the Assets is projected to exceed $50,000. To amount of the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller Seller, the Joint Ventures and their respective Subsidiaries (including, but not limited to, reasonable legal fees and closing costs under a sale in lieu of or in anticipation of the exercise of a taking), if any in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. same (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured lossNet Proceeds"), Buyer and Seller shall attempt to agree on including without duplication, giving Purchaser a credit against the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by in the amount of the value 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) and (y) the rights to settle any Condemnation proceeding or the loss under all policies of insurance applicable to the Major Event, and Seller and the Joint Ventures shall or shall cause their respective Subsidiaries, at Closing and thereafter, to execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items. (B) If, from and after the date hereof and prior to Closing, any Property or any part thereof shall be (x) subject to a Condemnation or (y) destroyed or damaged by fire or other casualty and, in either case, it is not a Major Event, then the transaction contemplated by this Agreement shall be consummated, without any reduction in, abatement of, or credit against the Purchase Price and Seller, or a Joint Venture, as applicable, shall, at its option, subject to the terms and provisions of the Assumed Loan Documents and the Partnership Documents, if applicable, either (i) repair such damage prior to Closing and Seller or such Joint Venture, or their respective Subsidiaries, as applicable, shall keep any insurance or Condemnation proceeds, (ii) allow Purchaser a credit against the Purchase Price in an uninsured Casualty Loss amount equal to the reasonably estimated cost of repair and Seller or such Joint Venture, or their respective Subsidiaries, as finally determined applicable, shall keep any insurance or Condemnation proceeds, or (iii) assign to Purchaser (without recourse) the rights of Seller or such Joint Venture, or their respective Subsidiaries, as applicable, to Net Proceeds, including without duplication, giving Purchaser a credit against the Purchase Price in the amount of the Net Proceeds received by Seller or such Joint Venture, or their respective Subsidiaries, as applicable, prior to Closing (provided, however, Seller or such Joint Venture shall receive without duplication, a credit toward the Purchase Price for any such costs and expenses not recovered prior to Closing) and the rights to settle any Condemnation proceeding or the loss under all policies of insurance applicable to the Condemnation, destruction or damage, and Seller and the Joint Ventures shall or shall cause their respective Subsidiaries, at Closing and thereafter, to execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items. (C) In the event that (i) a casualty occurs at a Property prior to the Closing, (ii) a deductible is payable in connection with obtaining insurance proceeds with respect to such casualty and (iii) Purchaser elects to consummate the transaction notwithstanding such casualty and receive an assignment of the Net Proceeds pursuant to this SectionSection 6(A) or Section 6(B), Seller shall pay such deductible or shall give Purchaser a credit against the Purchase Price at Closing for such deductible and if such final determination is not available on the scheduled Closing Date, Closing deductible shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated considered in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05determining Net Proceeds.

CASUALTY LOSS AND CONDEMNATION. (a) If after Prior to the date Closing Date, the risk of execution of this Agreement and loss shall remain with Fire Department. If, prior to the Closing Date, the Property or any part thereof shall be condemned, or destroyed or damaged, Fire Department shall promptly so notify the City. If the Property or any part thereof shall be condemned or if the Property or any part thereof shall be damaged in a way that would prevent the City’s use of the Assets suffers a Casualty Loss or if any part Property, and the repair thereof would cost in excess of Fifty Thousand Dollars ($50,000.00) (as reasonably determined by the insurance adjuster designated by Fire Department’s insurance company), then, at the option of the Assets is taken in condemnation or under City this Option Agreement may be terminated, which option shall be exercisable, if at all, by written notice thereof to Fire Department within ten (10) business days after the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller shall promptly give Buyer City receives written notice of such occurrencecondemnation or damage and written notice of the insurance adjuster’s determination of resulting damages. At the City’s sole option, including reasonable particulars with respect theretothe Closing Date shall be extended to permit the foregoing periods to run. If the City elects to terminate this Option Agreement, this Option Agreement shall, without further action of the Parties, become null and void, and this Agreement neither party shall remain in full force and effect notwithstanding have any such destruction, taking, proceeding, rights or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of obligations under this Agreement, without Buyer’s prior consentexcept those which expressly survive termination. In the event that the City does not exercise its option to terminate this Agreement set forth above, no insurance or condemnation proceeds if the casualty is below the Fifty Thousand Dollars ($50,000.00) threshold described above, then the Closing shall proceed and the City shall be committed or applied by Seller entitled to repairreceive: (a) with respect to a condemnation, restore, or replace a lost, damaged, destroyed or taken portion an assignment of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the Fire Department’s right, title, and interest of Seller in and to any unpaid insurance or the condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall to be paid by Seller for such purposes or, at Seller’s option, delivered awarded to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense Fire Department as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repairedcondemnation, or (iib) with respect to a casualty, an amount equal to all insurance proceeds received by Fire Department with respect to the amount required damage to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss Property caused by such casualty, plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by a credit in the amount of Fire Department’s deductible relating thereto, less any and all reasonable sums expended by Fire Department in connection with any repairs or replacements to the value Property. In addition, in the event of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but ratherforegoing, the amount paid City and Fire Department shall mutually execute and deliver at Closing shall be reduced by an agreement and release in mutually reasonably satisfactory form whereby Fire Department agrees to cooperate with the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made City after Closing as contemplated by Section 2.05(at the City’s sole cost) in connection therewith.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to the Closing Closing, all or any part portion of the Scheduled Interests is destroyed by fire or other casualty or if any portion of the Assets suffers a Casualty Loss or if any part of the Assets is shall be taken in by condemnation or under the right of eminent domain (all of which are herein called “Casualty Loss” and limited to property damage or if proceedings taking only), 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 such purposes are pending or Threatened, Seller shall promptly give Buyer written notice to proceed with the purchase of such occurrenceScheduled Interests, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, destruction or threat, subject to Sections 11.08 and 11.14. taking (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion reduction of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date Purchase Price) in accordance with this Section 11.16(b), which case Seller shall pay, at the Closing pay Closing, to Buyer all sums paid to Seller by third parties by reason of such loss, damage, the destruction or takingtaking of such Scheduled Interests and shall assign, less any reasonable costs transfer and expenses incurred set over unto Buyer all insurance proceeds received by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, as well as all of the right, title, title and interest of Seller in and to any claims, causes of action, unpaid insurance proceeds or condemnation proceeds other payments from third parties arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer If the Allocated Value of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered Scheduled Interests affected by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"shown on Exhibit “C” exceeds Seven Hundred Fifty Thousand and No/100 dollars ($750,000.00), Buyer and Seller shall attempt each have the right to agree on terminate this Agreement upon written notification to the value other, the transaction 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 termination, Seller shall return the uninsured Escrow Deposit to Buyer, without interest. Prior to Closing, Seller shall not voluntarily compromise, settle or adjust any amounts payable by reason of any Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of without first obtaining the written receipt by Seller consent of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05.

CASUALTY LOSS AND CONDEMNATION. (a) If If, prior to Closing, more than 25% of the floor area of the building located on the Property is destroyed or damaged, or more than 10% of the land area of the Property (such percentages being referred to hereinafter as a "material part") becomes subject to condemnation or eminent domain proceedings, then Seller shall promptly notify Buyer thereof (a "SELLER'S NOTICE"). If, within five business days after the date Buyer's receipt of execution a Seller's Notice, Seller receives written notice from Buyer of Buyer's termination of this Agreement Contract, then Buyer shall be deemed to have terminated this Contract. If, within five business days after Seller's delivery of a Seller's Notice, Seller does not receive written notice from Buyer of Buyer's termination of this Contract, Buyer shall have waived its right to terminate this Contract under this Section 14, and prior the parties shall proceed to Closing, in which event Buyer shall be entitled to all insurance proceeds or condemnation awards payable as a result of such damage or taking and, to the Closing any part of extent the Assets suffers a Casualty Loss same may be necessary or if any part of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatenedappropriate, Seller shall promptly give assign to Buyer written notice at Closing Seller's rights to such proceeds or awards and at Closing Buyer shall receive a credit for the amount of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14deductible payable under any applicable insurance policy. (b) With regard If, before Closing, less than a material part of the Property is destroyed or damaged, or becomes subject to a Casualty Loss condemnation or eminent domain proceedings, then Seller shall notify Buyer thereof, Buyer shall have no right to terminate this Contract, and the parties shall proceed with the Closing, but Buyer shall be entitled to all insurance proceeds or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense awards payable as a result of such commitment. (c) If and damage or taking and, to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss")same may be necessary or appropriate, Buyer and Seller shall attempt assign to agree on the value of the uninsured Casualty Loss on Buyer at Closing Seller's rights to such proceeds or before the date five (5) days after awards and at Closing Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from receive a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by credit for the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05any deductible payable under any applicable insurance policy.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to Closing, the Closing Property or any part of the Assets suffers a Casualty Loss thereof shall be condemned, or if any part of the Assets is taken in condemnation destroyed or under the right of eminent domain damaged by fire or if proceedings for such purposes are pending or Threatenedother casualty, Seller shall promptly give Buyer so notify Purchaser. In the event the effect of such condemnation or casualty occurring prior to Closing is “material” (hereinafter 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 occurrencecondemnation, including reasonable particulars with respect destruction or damage. Purchaser’s failure to timely provide such written notice shall be deemed Purchaser’s election to close. If 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 (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, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyershall, at Closing, execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar items. If, upon a material condemnation or casualty prior to Closing, Purchaser timely elects to terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser, in which event this Agreement shall, without recourse against Seller, all further action of the rightparties, title, become null and interest of Seller in void and to neither party shall have any unpaid insurance further rights or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of obligations under this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by SellerAgreement. For purposes of this Sectionprovision, a condemnation or casualty loss shall be deemed to be “material” if in the event of condemnation, the value of the uninsured Casualty Loss shall 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). The provisions of this Section 7 shall supersede the lesser provisions of (i) any law regarding the aggregate reduction in Allocated Value allocation of the affected Assets resulting from risk of loss between purchasers and sellers. Notwithstanding anything to the uninsured Casualty Losscontrary contained in this Agreement, if such affected Assets are not repairedSeller discloses to Purchaser that Seller is in negotiations with the Indiana Department of Transportation for certain permanent and temporary conveyances in lieu of condemnation, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available described on the scheduled 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 conveyances to occur prior to Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments retains all rights with respect to any award or payment made or to be made after Closing as contemplated by Section 2.05in connection therewith. No award or payment made to Seller shall reduce the Purchase Price to be paid hereunder.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and A. If, prior to Closing, the Closing Property or any part of the Assets suffers a Casualty Loss thereof shall be destroyed or if any part of the Assets is taken in condemnation damaged by fire or under the right of eminent domain or if proceedings for such purposes are pending or Threatenedother casualty, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after so notify Purchaser. If the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the reasonably estimated cost to repair, restore, repair or replace a lost, damaged, destroyed or taken portion of restore the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense Property as a result of such commitment. casualty exceeds Five Hundred Thousand Dollars (c$500,000) If and to the extent any portion of the loss attributable to (a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured lossMaterial Loss"), Buyer and Purchaser shall have the option to terminate this Agreement by giving notice to Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five within fifteen (515) days after Buyer receives written notice of Seller's request that the Casualty Lossoption be exercised. If the parties are destruction or damage does not able result in a Material Loss, or if Purchaser fails to agree on terminate this Agreement following a Material Loss as provided herein, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such value within such 5-day perioddestruction or damage. If the transaction contemplated by this Agreement is consummated, the value Purchaser shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar entitled to settle the loss under all policies of insurance applicable to the disputed Casualty Lossdestruction or damage and receive the proceeds of insurance applicable thereto (but if Seller's insurer will not pay full replacement cost, who then Purchaser may terminate this Agreement), and Seller shall, at Closing, allow Purchaser a credit against the Purchase Price in an amount equal to any applicable deductibles and shall also execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar items. B. By notice to Seller given within 10 days after Purchaser receives notice of proceedings in eminent domain that are instituted by any body having the power of eminent domain with respect to the Property (and if necessary the Closing Date shall be selected by Seller from a list of three (3) extended to give Purchaser the full 10 day period to make such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Sectionelection), the value of the uninsured Casualty Loss shall be equal to the lesser of Purchaser may either: (i) terminate this Agreement, whereupon the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, Xxxxxxx Money shall be returned to Purchaser; or (ii) proceed under this Agreement, in which event Seller shall, at Closing, assign to Purchaser its entire right, title and interest in and to any condemnation award. Notwithstanding the amount required to repair foregoing, in the affected portion case of eminent domain proceedings which do not materially affect the value or the operation of the Assets Property, Purchaser may only elect (ii) above. If Purchaser elects to its condition immediately preceding terminate this Agreement as provided above, the occurrence Xxxxxxx Money shall be returned to Purchaser, in which event this Agreement shall, without further action of the Casualty Loss plus parties, become null and void and neither party shall have any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss further rights or obligations under this Agreement except as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated otherwise provided for in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.059(C) below.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to Closing, the Closing Property or any part of the Assets suffers thereof shall be taken or condemned (or a Casualty Loss condemnation is threatened in writing), or if any part of the Assets is taken in condemnation destroyed or under the right of eminent domain damaged by fire or if proceedings for such purposes are pending or Threatenedother casualty, Seller shall promptly give Buyer so notify Purchaser. In such event, provided that either: (i) the reasonable cost to restore the Property due to such damage or destruction is greater than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), 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 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 such occurrencea Material Condemnation or the occurrence of a casualty loss. If (a) the damage or destruction is not a Material Casualty, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss taking or condemnation occurring after is not a Material Condemnation, or (c) Purchaser does not elect to terminate this Agreement pursuant to the date provisions of execution 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, Agreement without Buyer’s prior consent, no insurance or condemnation proceeds abatement of the Purchase Price and Purchaser shall be committed entitled to approve the terms of any insurance settlement, such approval not to be unreasonably withheld or applied delayed, and to receive at Closing the taking, condemnation or insurance proceeds (or an assignment of the right to such proceeds) (less any costs incurred or income lost by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (coccurrence) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer together with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, credit against the value of the uninsured Casualty Loss shall be Purchase Price in an amount equal to the lesser amount of (i) any deductibles payable under applicable casualty insurance and Seller shall, at Closing, execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar items. If Purchaser elects to terminate this Agreement pursuant to the aggregate reduction provisions of this Section 5 and Purchaser is not in Allocated Value 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 affected Assets resulting from parties, become null and void and neither party shall have any further rights or obligations under this Agreement; provided, however, that the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing foregoing shall not be delayedlimit Seller's recourse against Purchaser under Sections 6, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, 8 and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.0511(J).

CASUALTY LOSS AND CONDEMNATION. (a) If after the date Project is partially or totally damaged or destroyed by fire or other casualty Lender may, in its sole discretion, require the Borrower to repay the Loan in full. In the alternative, Lender may, in its sole discretion, require the Borrower to repair and restore the Project with the proceeds of execution casualty insurance paid to the Lender, together with any such sum that Lender, it is sole discretion, should require Borrower to deposit with Lender (“Deficiency Deposit”) in order to fully repair and restore the Project to the satisfaction of this Lender, subject to the following conditions: (i) Borrower shall diligently prosecute the work of repair and restoration to completion, (ii) if any casualty insurance proceeds are disbursed to the Lender, the Borrower’s obligation to proceed with such repair and restoration shall be contingent upon the Lender disbursing to the Borrower the proceeds of such insurance to pay the cost of such repair and restoration in accordance with the same terms and conditions applicable to disbursements of the Loan proceeds pursuant to terms and conditions of Section 2.2 of the Loan Agreement and prior to the Closing any part Disbursing Agreement (as defined in the Loan Agreement), (iii) the cost of the Assets suffers a Casualty Loss or if any part of the Assets is taken such repair and restoration shall in condemnation no event or under any circumstance exceed the right sum of eminent domain or if proceedings insurance proceeds and the Deficiency Deposit available for such purposes are pending or Threatenedrestoration, (iv) the Project can be restored within twelve (12) months, (v) no Event of Default shall exist, Seller and (vi) the Master Lease shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain be in full force and effect notwithstanding effect. If the Lender is required to disburse any insurance proceeds or Borrower funds for such destructionrepair and restoration, taking, proceeding, or threat, subject such amounts shall be disbursed on the basis of certifications of the Construction Consultant Loanas to Sections 11.08 costs incurred by the Borrower for work in place as part of such repair and 11.14restoration as set forth with more specificity in the Disbursing Agreement and otherwise on terms and conditions satisfactory in all respects to the Senior Construction Lender . (b) With regard to a Casualty Loss If all or any part of the Project is damaged, taken or acquired, either temporarily or permanently, in any condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restoreproceeding, or replace a lost, damaged, destroyed or taken portion by exercise of the Assets if right of eminent domain, the cost to repairamount of any award or other payment for such taking or damages made in consideration thereof, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the rightfull amount of Borrower’s remaining unpaid indebtedness under the Loan, titleis hereby assigned to Xxxxxx, who is empowered to collect and interest of Seller in receive the same and to any unpaid insurance or condemnation proceeds arising out give proper receipts therefor in the name of such loss, damage, destruction or taking, less any reasonable costs Borrower and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid the same shall be paid by Seller forthwith to Lender. Such award or monies shall be applied to Xxxxxxxx’s indebtedness under the Loan, irrespective of whether such debt is then due and payable and, at any time from and after the taking Lender may declare the whole of the balance of Loan to be due and payable. Notwithstanding the provisions of this section to the contrary, if any condemnation or taking of less than the entire Project occurs and provided that (i) no Loan Default Event under the Loan Documents and no event or circumstance which with the passage of time, the giving of notice or both would constitute a Loan Default Event thereunder then exists, and (ii) such partial condemnation, in the reasonable discretion of Lender, has no material adverse effect on the operation or value of the Project, then the award or payment for such purposes ortaking or consideration for damages resulting therefrom may, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and subject to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement terms and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to conditions set forth in this Section as an "uninsured loss")above regarding the use of casualty proceeds, Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required used to repair and restore the affected portion of Project, with any remaining balance applied to Borrower’s full indebtedness under the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05Loan.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to Closing, the Closing Property or any part of the Assets suffers a Casualty Loss thereof shall be condemned, or if any part of the Assets is taken in condemnation destroyed or under the right of eminent domain damaged by fire or if proceedings for such purposes are pending or Threatenedother casualty, Seller shall promptly give Buyer written notice so notify Purchaser. In such event, provided that either: (i) the reasonable cost to restore the Property due to such damage or destruction is greater than One Million Dollars ($1,000,000.00), or (ii) any portion of such occurrenceany of the parking area or buildings located at the Property is taken and/or condemned, including reasonable particulars with respect thereto(items (i) and (ii) are collectively referred to hereinafter as a "Material Casualty"), and then either Seller or Purchaser shall have the option to terminate this Agreement shall remain in full force by delivery of its written termination notice to the other within fifteen (15) days (and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b)will be extended, Seller shall at if necessary, to allow either party the Closing pay full fifteen (15) day period) after Seller's delivery to Buyer all sums paid Purchaser of its notice of a Material Casualty. If (a) the reasonable cost to Seller by reason of such loss, restore the Property due to the aforementioned damage, destruction or takingcondemnation does not constitute a Material Casualty, or (b) in the event of a Material Casualty, neither Seller nor Purchaser elects to terminate this Agreement pursuant to the provisions of the preceding sentence, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement without abatement of the Purchase Price for any amounts other than any deductible amounts payable by Seller under applicable policies of insurance and Purchaser shall be entitled to receive at Closing the condemnation or insurance proceeds (or an assignment of the right to such proceeds) (less any reasonable amounts applied against costs and expenses incurred or income lost by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (coccurrence) and Seller shall, at Closing, execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar items. If and either Seller or Purchaser elects to terminate this Agreement pursuant to the extent any portion provisions of this Section 5, Seller shall promptly notify the Escrowee to --------- return the Xxxxxxx Money and, thereafter, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the loss attributable to a Casualty Loss occurring after parties, become null and void and neither party shall have any further rights or obligations under this Agreement; provided, however, that the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing -------- ------- foregoing shall not be delayed, but rather, limit the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, parties' recourse against one another under Sections 6 and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05.9(G) below. ---------- ----

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and prior to the Closing any part of the Assets suffers a Casualty Loss is destroyed by fire or other casualty or if any part of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall will remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard Except to a Casualty Loss the extent permitted or condemnation occurring required pursuant to this Agreement, after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall will be committed or applied by Seller prior to the Closing Date to repair, restore, or replace a lost, damaged, destroyed damaged or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed damaged or taken portion of the Assets is projected to exceed $50,00025,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b11.07(b), Seller shall will at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b11.07(b), in such repair, restoration, or replacement, Seller shall will transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall will be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall will incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss casualty occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss")insurance, Buyer and Seller shall will attempt to agree on the value of the uninsured Casualty Loss casualty on or before the date five (5) days after Buyer receives written notice of the Casualty Losscasualty. If the parties are not able to agree on such value within such 5-day period, the value shall will be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Losscasualty loss, who shall will be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by the Buyer. Said independent casualty adjuster shall will be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall will provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after business days of being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall casualty will be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected portion of the Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repairedcasualty, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Losscasualty. The Purchase Price shall will be reduced by the amount of the value of such an uninsured Casualty Loss casualty as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall will not be delayed, but rather, the amount paid at Closing shall such Purchase Price reduction will be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as a part of the final adjustments to be made after Closing as contemplated by Section 2.05.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and prior to the Closing any part of the Assets suffers a Casualty Loss is destroyed by fire or other casualty or if any part of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14Section 7.05. (b) With regard to a Casualty Loss loss occurring after the date of execution of this Agreement, except to the extent permitted or condemnation occurring required pursuant to this Agreement, after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller prior to the Closing Date to repair, restore, or replace a lost, damaged, destroyed damaged or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed damaged or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss casualty occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss casualty being referred to in this Section as an "“uninsured loss"”), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss casualty on or before the date five (5) days after Buyer receives written notice of the Casualty Losscasualty. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Losscasualty loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by the Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss casualty shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Losscasualty, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss casualty plus any other Damages which may be suffered on account of such Casualty Losscasualty. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss casualty as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing such Purchase Price reduction shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as a part of the final adjustments to be made after Closing as contemplated by Section 2.05.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to the Closing any part end of the Assets suffers a Casualty Loss Review Period, the Property or if any material part of the Assets is taken in condemnation thereof shall be condemned, or under the right of eminent domain destroyed or if proceedings for such purposes are pending damaged by fire or Threatenedother casualty, Seller shall promptly give Buyer written notice so notify Purchaser. In the event the effect of such occurrencecondemnation or casualty occurring prior to the end of the Review Period is material (as hereinafter defined), including reasonable particulars with respect thereto, and Purchaser shall have the option either to terminate this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If Purchaser elects to consummate the transaction contemplated by this Agreement or if a casualty or condemnation is immaterial or occurs after the end of the Review Period, Purchaser may not terminate this Agreement but, providing Closing occurs, shall remain in full force be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and effect notwithstanding any such destruction, taking, proceeding, or threatreceive the proceeds of insurance applicable thereto, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date prior rights thereto of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion holder of the Assets if existing first mortgage covering the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(bProperty ("Existing Lender"), and Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyershall, at Closing, without recourse 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 in reduction of the principal balance of the existing loan in accordance with the provisions of the existing loan documents, then Purchaser shall be entitled at Closing to a credit against the Purchase Price in the amount of the insurance proceeds so applied. If, upon a material condemnation or casualty prior to the end of the Review Period, Purchaser elects to terminate this Agreement, the Initial Down Payment shall be returned to Purchaser by the Seller, all in which event this Agreement shall, without further action of the rightparties, title, become null and interest of Seller in void and to neither party shall have any unpaid insurance further rights or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of obligations under this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by SellerAgreement. For purposes of this Sectionprovision, the value of the uninsured Casualty Loss a condemnation or casualty loss shall be equal deemed to the lesser of be "material" if (i) the aggregate reduction cost of repairing or restoring the premises in Allocated Value question would be, in the opinion of an independent architect selected by Seller and reasonably approved by Purchaser, equal to or greater than One Million and No/100 Dollars ($1,000,000.00), (ii) such loss would materially and detrimentally impair access to the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repairedProperty or its improvements or common areas after Closing, or (iiiii) such loss results in the amount required to repair the affected portion termination of the Assets to its condition immediately preceding 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 occurrence termination of Leases for other tenants occupying, in the aggregate, fifteen percent (15%) or more of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05.gross leasable

CASUALTY LOSS AND CONDEMNATION. (a) If after Prior to Closing, the date risk of execution of this Agreement and loss shall remain with Seller. If, prior to Closing, the Closing Property or any part of the Assets suffers a Casualty Loss thereof shall be condemned, or if any part of the Assets is taken in condemnation destroyed or under the right of eminent domain damaged by fire or if proceedings for such purposes are pending or Threatenedother casualty, Seller shall promptly give Buyer written notice 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 the repair of which would cost in excess of $250,000 (as determined by Seller in good faith), then, within twenty (20) days of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, casualty or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b)condemnation, 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 the Closing pay to Buyer all sums paid to Seller all, by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and written notice thereof to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings other party within ten (10) Business Days business days after being selected by Purchaser receives written notice of such fire, earthquake or other casualty or condemnation and Seller's good faith determination of resulting damages, this Agreement may be terminated. For purposes of If either Purchaser or Seller elect to terminate this SectionAgreement, the value Xxxxxxx Money shall be returned to Purchaser by Escrowee, in which event this Agreement shall, without further action of the uninsured Casualty Loss 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, 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 equal entitle to receive the condemnation proceeds in the event of a condemnation, or in the event of a casualty, a credit against the Purchase Price payable at Closing in the total amount of the estimated proceeds to Seller under any applicable hazard or other insurance policy or policies in effect with respect to the lesser 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 satisfactory to Seller whereby Purchaser releases Seller from all ongoing liability and/or claims in connection with such condemnation or casualty. Notwithstanding anything to the contrary contained in this Section 5, in the event any condemnation below the $250,000 threshold described above either (i) prohibits, as a matter of applicable law, the aggregate reduction in Allocated Value rebuilding or repair of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, Property as it currently exists or (ii) prevents access to the amount required Property from a publicly dedicated street, then Purchaser may elect to repair the affected portion of the Assets terminate this Agreement by written notice thereof to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account Seller within ten (10) business days of such Casualty Loss. The Purchase Price determination, and upon the exercise of such option by Purchaser, this Agreement shall become null and void, the Xxxxxxx Money shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant returned to this SectionPurchaser and neither party shall have any further liability or obligations hereunder, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05except those that expressly survive termination.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing the 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 ($500,000.00) 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) If after to terminate this Agreement, or (b) to consummate the date of execution of transaction contemplated by this Agreement and prior notwithstanding such condemnation, destruction or material damage. If Purchaser elects to consummate the transaction contemplated by this Agreement, Purchaser shall be entitled to receive all of the condemnation proceeds or settle the loss under all policies of insurance applicable to the Closing any part destruction or damage and receive all of the Assets suffers a Casualty Loss or if any part proceeds of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect insurance applicable thereto, and this Agreement shall remain in full force Seller shall, at Closing and effect notwithstanding thereafter, execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items. If there is any such destructionother damage or destruction to the Land (that is, taking, proceedingdamage or destruction to the Land which Purchaser reasonably believes could be Five Hundred Thousand and No/100 Dollars ($500,000.00) or less for the building located on the Land, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are which does not committed or applied by Seller prior substantially prevent access to the Closing Date in accordance with this Section 11.16(bLand or any part thereof), Seller shall at the either completely repair such damage prior to Closing pay in a manner satisfactory to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes Purchaser or, at Seller’s option, delivered either assign all insurance claims pertaining to Buyer upon Sellersuch 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 Purchaser’s receipt from Buyer reasonably estimated cost of adequate assurance 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 Cash Balance in an amount equal to any deductible(s) and indemnity that Seller uninsured amounts applicable thereto. In the event this Agreement is terminated pursuant to this Section 6. the Exxxxxx Money shall incur no liability or expense as a result of such commitment. (c) If and be refunded to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of Purchaser, whereupon this Agreement and before Closing is not covered by insurance (such uncovered portion all rights and obligations of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer parties hereunder shall be null and void. In the event Seller shall attempt assign its insurance proceeds to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day periodPurchaser then, the value in addition thereto, Purchaser shall be determined by an independent casualty adjuster, experienced entitled to a reduction in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be Purchase Price equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of Seller’s deductible. Notwithstanding anything to the value contrary herein, the provisions of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing Section shall not be delayed, but rather, the amount paid waive or release any duty or obligation of Seller herein or waive any condition to Purchaser’s obligations at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05Closing.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to Closing, the Closing Property or any part of the Assets suffers a Casualty Loss thereof shall be condemned, or if any part of the Assets is taken in condemnation destroyed or under the right of eminent domain damaged by fire or if proceedings for such purposes are pending or Threatenedother casualty, Seller shall promptly give Buyer so notify Purchaser. In the event the effect of such condemnation or casualty occurring prior to Closing is "material" (hereinafter defined), Purchaser shall have the option by written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected days of receipt of Seller's notice to Purchaser, either to terminate this Agreement or to consummate the transaction contemplated by Sellerthis Agreement notwithstanding such condemnation, destruction or damage. If 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 (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, together with a credit in the amount of any deductible portion of the policy for which Purchaser would be responsible to pay in connection therewith, and Seller shall, at Closing, execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar items. If, upon a material condemnation or casualty prior to Closing, 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. For purposes of this Sectionprovision, a condemnation or casualty loss shall be deemed to be "material" if: (x) in the event of condemnation, the value of the uninsured Casualty Loss shall 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 Five Hundred Thousand Dollars ($500,000.00), or (y) an event of condemnation or casualty would permit the lesser termination by the tenant of the Lease(s) of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repairedany Required Tenant (hereafter defined), or (ii) any two (2) Other Tenants (hereafter defined), unless Seller obtains the amount required to repair waiver of such rights by such tenants. The provisions of this Section 7 shall supersede the affected portion provisions of any law regarding the allocation of the Assets to its condition immediately preceding the occurrence risk of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, loss between purchasers and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05sellers.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and prior to the Closing any part of the Assets suffers a Casualty Loss is destroyed by fire or other casualty or if any part of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall will remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard Except to a Casualty Loss the extent permitted or condemnation occurring required pursuant to this Agreement, after the date of execution of this Agreement, without Buyer’s 's prior consent, no insurance or condemnation proceeds shall will be committed or applied by Seller prior to the Closing Date to repair, restore, or replace a lost, damaged, destroyed damaged or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed damaged or taken portion of the Assets is projected to exceed $50,00025,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b11.07(b), Seller shall will at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b11.07(b), in such repair, restoration, or replacement, Seller shall will transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall will be paid by Seller for such purposes or, at Seller’s 's option, delivered to Buyer upon Seller’s 's receipt from Buyer of adequate assurance and indemnity that Seller shall will incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss casualty occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss")insurance, Buyer and Seller shall will attempt to agree on the value of the uninsured Casualty Loss casualty on or before the date five (5) days after Buyer receives written notice of the Casualty Losscasualty. If the parties are not able to agree on such value within such 5-day period, the value shall will be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Losscasualty loss, who shall will be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by the Buyer. Said independent casualty adjuster shall will be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s 's written listing of independent casualty adjusters and shall will provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after business days of being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall casualty will be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected portion of the Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repairedcasualty, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Losscasualty. The Purchase Price shall will be reduced by the amount of the value of such an uninsured Casualty Loss casualty as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall will not be delayed, but rather, the amount paid at Closing shall such Purchase Price reduction will be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as a part of the final adjustments to be made after Closing as contemplated by Section 2.05.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to Closing, the Closing Property or any part thereof shall be taken or condemned, a suit filed to take or condemn all or a portion of the Assets suffers a Casualty Loss Property, or if the Property or any part of the Assets portion thereof is taken in condemnation destroyed or under the right of eminent domain damaged by fire or if proceedings for such purposes are pending or Threatenedother casualty, Seller shall promptly give Buyer so notify Purchaser. In such event, provided that either: (i) the reasonable cost to restore the Property due to such damage or destruction is greater than One Million and No/100 Dollars ($1,000,000.00) (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 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 such occurrencea Material Condemnation or the occurrence of a Material Casualty. If (a) the aforementioned casualty is not a Material Casualty, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss the aforementioned taking or condemnation occurring after is not a Material Condemnation, or (c) Purchaser does not elect to terminate this Agreement pursuant to the date provisions of execution 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, Agreement without Buyer’s prior consent, no abatement of the Purchase Price (except that Purchaser shall receive a credit against the Purchase Price in an amount equal to any deductible amount under Seller's casualty insurance or condemnation proceeds payable with respect to the Property) and Purchaser shall be committed 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 (or an assignment of the right to such proceeds) (less any amounts applied against costs incurred or income lost by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (coccurrence) and Seller shall, at Closing, execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar items. If and Purchaser elects to terminate this Agreement pursuant to the extent any portion 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 loss attributable to a Casualty Loss occurring after parties, become null and void and neither party shall have any further rights or obligations under this Agreement; provided, however, that the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing foregoing shall not be delayed, but rather, limit Seller's recourse against Purchaser under Sections 6 and 11(G) below and under the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included "Confidentiality Agreement" (as part of the final adjustments to be made after Closing as contemplated by Section 2.05hereinafter defined).

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, any Property or any part thereof shall be condemned, or destroyed or damaged by fire or other casualty (ai) If Purchaser shall be entitled to receive at Closing, subject to mortgagee's rights, the condemnation proceeds or settle after Closing the loss under all policies of insurance applicable to the destruction or damage and/or receive the proceeds of insurance applicable thereto, and Seller shall, at Closing and thereafter, execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items, (ii) Purchaser shall receive at Closing a credit against the 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 of execution of this Agreement and on which the units are rendered rent ready, based upon the monthly rental income rates for said units immediately prior to the Closing casualty. Any amounts remaining in the said escrow, after the repair or restoration work is completed and any part 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 Assets suffers a Casualty Loss or if any part escrowee. Subject to mortgagee's rights, Purchaser shall have the reasonable right to determine the scope of the Assets is taken in condemnation or under repair and restoration work (as may be required to restore the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject applicable Property to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller condition immediately prior to the Closing Date casualty) and the identity of all contractors and architects engaged in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceedsconnection therewith. In addition and the event of a condemnation of one of the Properties, Seller's settlement or conduct of any condemnation case prior to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid applicable Closing shall be paid by Seller for such purposes orsubject to Purchaser's prior approval, at Seller’s optionwhich shall not be unreasonably withheld, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability conditioned or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss")delayed, Buyer and Seller shall attempt assign to agree on the value of the uninsured Casualty Loss on Purchaser at said Closing all rights in connection with any pending condemnation action or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05award.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to Closing, the Closing Property or any material part of the Assets suffers a Casualty Loss thereof shall be condemned, or if any part of the Assets is taken in condemnation destroyed or under the right of eminent domain damaged by fire or if proceedings for such purposes are pending or Threatenedother casualty, Seller shall promptly give Buyer written notice so notify Purchaser. In the event the effect of such occurrencecondemnation or casualty occurring prior to the end of the Closing is material (as hereinafter defined), including reasonable particulars with respect thereto, and Purchaser shall have the option either to terminate this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If 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 remain be entitled (a) in full force the event of a condemnation, to receive and effect notwithstanding any such destruction, taking, proceeding, or threatretain after Closing the condemnation proceeds, subject to Sections 11.08 the prior rights thereto of Existing Lender under the Existing Loan Documents; and 11.14. (b) With regard 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 principal balance of the Existing Loan in accordance with the provisions of the Existing Loan Documents, then Purchaser shall be entitled at Closing to a Casualty Loss credit against the Purchase Price in the amount of the insurance proceeds so applied. If, upon a material condemnation or condemnation occurring after the date of execution of casualty prior to Closing, Purchaser elects to terminate this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds the Down Payment shall be committed or applied returned to Purchaser by Seller to repairSeller, restorein which event this Agreement shall, or replace a lost, damaged, destroyed or taken portion without further action of the Assets if the cost to repairparties, restore, become null and void and neither party shall have any further rights or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with obligations under this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by SellerAgreement. For purposes of this Sectionprovision, the value of the uninsured Casualty Loss a condemnation or casualty loss shall be equal deemed to the lesser of be "material" if (i) the aggregate reduction cost of repairing or restoring the premises in Allocated Value question would be, in the opinion of the affected Assets resulting from the uninsured Casualty Lossan independent architect selected by Seller and reasonably approved by Purchaser, if such affected Assets are not repairedequal to or greater than One Million and No/100 Dollars ($1,000,000.00), or (ii) such loss would materially and detrimentally impair access to the amount required to repair Property or its improvements or common areas after Closing, (iii) such loss results in the affected portion termination of the Assets to its condition immediately preceding Lease of an Anchor Tenant or (iv) such loss results in the occurrence termination of Leases for other tenants occupying, in the aggregate, fifteen percent (15%) or more of the Casualty Loss plus any other Damages which may be suffered on account gross leasable area of such Casualty Lossthe Property. The Purchase Price provisions of this Section 7 shall be reduced by supersede the amount provisions of any Law regarding the allocation of the value risk of such an uninsured Casualty Loss as finally determined pursuant to this Section, loss between buyers and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05sellers.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to Closing, the Closing Property or any part of the Assets suffers a Casualty Loss or if any part of the Assets is thereof shall be taken in condemnation or under the right of by eminent domain or if proceedings for such purposes are pending condemned, or Threateneddestroyed or damaged by fire or other casualty, Seller shall promptly give Buyer so notify Purchaser. In the event that either: (i) the reasonable cost to restore the Property due to such damage or destruction is greater than One Million Dollars ($1,000,000) (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 to terminate this Agreement by delivery of its written termination notice to Seller within fifteen (15) days of Seller's written notice of such occurrencethereof. If (a) the aforementioned casualty is not a Material Casualty, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss the aforementioned taking or condemnation occurring after is not a Material Condemnation, or (c) Purchaser does not elect to terminate this Agreement pursuant to the date provisions of execution 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, Agreement without Buyer’s abatement of the Purchase Price and Purchaser shall be entitled during the period following the Inspection Period and prior consent, no to Closing to approve the terms of any property insurance settlement or the terms of any settlement of any taking or condemnation proceeds shall case, such approval not to be committed unreasonably withheld or applied by Seller delayed, and to repair, restore, or replace a lost, damaged, destroyed or taken portion of receive at Closing the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, condemnation or property insurance proceeds (less any reasonable amounts applied against costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. occurrence) (c) If it being understood that, in the event that such property insurance proceeds have not yet been received as of Closing, Purchaser may elect to receive an assignment of the 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 amounts have been agreed upon with the insurer prior to Closing, the insurance 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 the extent casualty) plus a credit against the Purchase Price in the amount of any portion 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. 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 loss attributable to a Casualty Loss occurring after the date of execution parties, become null and void and neither party shall have any further rights or obligations under this Agreement except those rights and obligations which expressly survive termination of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05herein.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to the Closing Closing, all or any part portion of the Assets suffers a Casualty Loss are destroyed by fire or other casualty or if any part portion of the Assets is shall be taken in by condemnation or under the right of eminent domain (all of which are herein called “Casualty Loss” and limited to property damage or if proceedings for such purposes are pending or Threatenedtaking only), Buyer and Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject must agree prior to Sections 11.08 and 11.14. Closing either (bi) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken delete that portion of the Assets if which is subject to the cost Casualty Loss from the Assets, and the Purchase Price shall be reduced by the value allocated to repairthe deleted Asset as set out in Exhibit “F,” or (ii) for Buyer to proceed with the purchase of such Assets, restore, notwithstanding any such destruction or replace a lost, damaged, destroyed or taken portion taking (without reduction of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date Purchase Price) in accordance with this Section 11.16(b), which case Seller shall pay, at the Closing pay Closing, to Buyer all sums paid to Seller by third Persons by reason of such loss, damage, the destruction or takingtaking of such Assets and shall assign, less any reasonable costs transfer and expenses incurred set over unto Buyer all insurance proceeds received by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, as well as all of the right, title, title and interest of Seller in and to any Claims, unpaid insurance proceeds or condemnation proceeds other payments from third Persons arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer If the Allocated Value of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered Assets affected by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss")shown on Exhibit “F” exceeds twenty percent (20%) of the Purchase Price, Buyer and Seller shall attempt each have the right to agree on terminate this Agreement upon written notification to the value other, the transaction 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 termination, Seller shall return the uninsured Performance Deposit to Buyer, together with all accrued interest. Prior to Closing, Seller shall not voluntarily compromise, settle or adjust any amounts payable by reason of any Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of without first obtaining the written receipt by Seller consent of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing the 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 ($500,000.00) 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) If after to terminate this Agreement, or (b) to consummate the date of execution of transaction contemplated by this Agreement and prior notwithstanding such condemnation, destruction or material damage. If Purchaser elects to consummate the transaction contemplated by this Agreement, Purchaser shall be entitled to receive all of the condemnation proceeds or settle the loss under all policies of insurance applicable to the Closing any part destruction or damage and receive all of the Assets suffers a Casualty Loss or if any part proceeds of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect insurance applicable thereto, and this Agreement shall remain in full force Seller shall, at Closing and effect notwithstanding thereafter, execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items. If there is any such destructionother damage or destruction to the Land (that is, taking, proceedingdamage or destruction to the Land which Purchaser reasonably believes could be Five Hundred Thousand and No/100 Dollars ($500,000.00) or less for the building located on the Land, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are which does not committed or applied by Seller prior substantially prevent access to the Closing Date in accordance with this Section 11.16(bLand or any part thereof), Seller shall at the either completely repair such damage prior to Closing pay in a manner satisfactory to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes Purchaser or, at Seller’s option, delivered either assign all insurance claims pertaining to Buyer upon Sellersuch 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 Purchaser’s receipt from Buyer reasonably estimated cost of adequate assurance 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 Cash Balance in an amount equal to any deductible(s) and indemnity that Seller uninsured amounts applicable thereto. In the event this Agreement is terminated pursuant to this Section 6. the Xxxxxxx Money shall incur no liability or expense as a result of such commitment. (c) If and be refunded to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of Purchaser, whereupon this Agreement and before Closing is not covered by insurance (such uncovered portion all rights and obligations of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer parties hereunder shall be null and void. In the event Seller shall attempt assign its insurance proceeds to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day periodPurchaser then, the value in addition thereto, Purchaser shall be determined by an independent casualty adjuster, experienced entitled to a reduction in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be Purchase Price equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of Seller’s deductible. Notwithstanding anything to the value contrary herein, the provisions of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing Section shall not be delayed, but rather, the amount paid waive or release any duty or obligation of Seller herein or waive any condition to Purchaser’s obligations at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05Closing.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any material part thereof shall be condemned or destroyed or 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 (a) If after as hereinafter defined), Purchaser shall have the date of execution of option either to terminate this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If 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 receive the proceeds of the insurance applicable thereto after reimbursement to Seller for all reasonable costs of collection including, without limitation, attorneys' fees, incurred by Seller in connection with obtaining such condemnation or insurance proceeds, and Seller shall, at Closing, execute and deliver to Purchaser all necessary and customary proofs of loss, assignments of claims and other similar documents and Purchaser shall be entitled to receive a credit against the Purchase Price equal to the amount of all deductibles under all applicable insurance policies. If, upon a material condemnation or casualty prior to the Closing any part of the Assets suffers a Casualty Loss or if any part of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or ThreatenedDate, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject Purchaser elects to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of terminate this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds the Deposit shall be committed or applied returned to Purchaser by Seller to repairthe Title Company, restoretogether with all interest accrued thereon, or replace a lostin which event this Agreement shall, damaged, destroyed or taken portion without further action of the Assets if the cost to repairparties, restore, become null and void and neither party shall have any further rights or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with obligations under this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by SellerAgreement. For purposes of this Sectionprovision, the value of the uninsured Casualty Loss a condemnation or casualty loss shall be equal deemed to the lesser of be "material" if (i) the aggregate reduction cost of repairing or restoring the premises in Allocated Value question would be, in the opinion of the affected Assets resulting from the uninsured Casualty Lossan independent architect selected by Seller and approved by Purchaser in its sole discretion, if such affected Assets are not repairedequal to or greater than One Hundred Thousand Dollars ($100,000), or (ii) such loss would materially and detrimentally impair access to the amount required to repair Property or its improvements or common areas after Closing, or (iii) such loss results in the affected portion termination of the Assets to its condition immediately preceding 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 occurrence termination of Leases for other tenants occupying, in the aggregate, ten percent (10%) or more of the Casualty Loss plus any other Damages which may be suffered on account gross leasable area of such Casualty Lossthe Property. The Purchase Price provisions of this Section shall be reduced by supersede the amount provisions of any Law regarding the allocation of the value risk of such an uninsured Casualty Loss as finally determined pursuant to this Section, loss between buyers and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05sellers.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to the Closing any part end of the Assets suffers a Casualty Loss Review Period, the Property or if any material part of the Assets is taken in condemnation thereof shall be condemned, or under the right of eminent domain destroyed or if proceedings for such purposes are pending damaged by fire or Threatenedother casualty, Seller shall promptly give Buyer written notice so notify Purchaser. In the event the effect of such occurrencecondemnation or casualty occurring prior to the end of the Review Period is material (as hereinafter defined), including reasonable particulars with respect thereto, and Purchaser shall have the option either to terminate this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If Purchaser elects to consummate the transaction contemplated by this Agreement or if a casualty or condemnation is immaterial or occurs after the end of the Review Period, Purchaser may not terminate this Agreement but, providing Closing occurs, shall remain be entitled (a) in full force and effect notwithstanding any such destructionthe event of a condemnation, taking, proceeding, or threatto receive the condemnation proceeds, subject to Sections 11.08 the prior rights thereto of Existing Lender under the Existing Loan Documents and 11.14. the Ground Lessor under the Ground Lease; provided, however, that in the event any portion of any condemnation award relates solely to Seller's leasehold interest under the Ground Lease and either Ground Lessor retains such portion in accordance with the terms of the Ground Lease or Lender applies such portion in reduction of the principal balance of the Existing Loan in accordance with the provisions of the Existing Loan Documents, then Purchaser shall be entitled at Closing to a credit against the Purchase Price in the amount of such portion; and (b) With regard in the event of a casualty, to a Casualty Loss or condemnation occurring after settle the date loss under all policies of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior applicable to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or takingdamage and receive the proceeds of insurance applicable thereto, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and subject to the extent such proceeds have not been committed or applied by prior rights thereto of Existing Lender under the Existing Loan Documents, and Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyershall, at Closing, without recourse 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 in reduction of the principal balance of the Existing Loan in accordance with the provisions of the Existing Loan Documents, then Purchaser shall be entitled at Closing to a credit against the Purchase Price in the amount of the insurance proceeds so applied. If, upon a material condemnation or casualty prior to the end of the Review Period, Purchaser elects to terminate this Agreement, the Initial Down Payment shall be returned to Purchaser by the Seller, all in which event this Agreement shall, without further action of the rightparties, title, become null and interest of Seller in void and to neither party shall have any unpaid insurance further rights or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of obligations under this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by SellerAgreement. For purposes of this Sectionprovision, the value of the uninsured Casualty Loss a condemnation or casualty loss shall be equal deemed to the lesser of be "material" if (i) the aggregate reduction cost of repairing or restoring the premises in Allocated Value question would be, in the opinion of an independent architect selected by Seller and reasonably approved by Purchaser, equal to or greater than One Million and No/100 Dollars ($1,000,000.00), (ii) such loss would materially and detrimentally impair access to the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repairedProperty or its improvements or common areas after Closing, or (iiiii) such loss results in the amount required to repair the affected portion termination of the Assets to its condition immediately preceding Lease of an Anchor Tenant or (iv) such loss results in the occurrence termination of Leases for other tenants occupying, in the aggregate, fifteen percent (15%) or more of the Casualty Loss plus any other Damages which may be suffered on account gross leasable area of such Casualty Lossthe Property. The Purchase Price provisions of this Section 7 shall be reduced by supersede the amount provisions of any Law regarding the allocation of the value risk of such an uninsured Casualty Loss as finally determined pursuant to this Section, loss between buyers and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05sellers.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and prior to the Closing any part of the Assets suffers a Casualty Loss is destroyed by fire or other casualty or if any part of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall will remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard Except to a Casualty Loss the extent permitted or condemnation occurring required pursuant to this Agreement, after the date of execution of this Agreement, without Buyer’s 's prior consent, no insurance or condemnation proceeds shall will be committed or applied by Seller prior to the Closing Date to repair, restore, or replace a lost, damaged, destroyed damaged or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed damaged or taken portion of the Assets is projected to exceed $50,00025,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b11.07(b), Seller shall will at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b11.07(b), in such repair, restoration, or replacement, Seller shall will transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall will be paid by Seller for such purposes or, at Seller’s 's option, delivered to Buyer upon Seller’s 's receipt from Buyer of adequate assurance and indemnity that Seller shall will incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss casualty occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss")insurance, Buyer and Seller shall will attempt to agree on the value of the uninsured Casualty Loss casualty on or before the date five (5) days after Buyer receives written notice of the Casualty Losscasualty. If the parties are not able to agree on such value within such 5-day period, the value shall will be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Losscasualty loss, who shall will be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by the Buyer. Said independent casualty adjuster shall will be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s 's written listing of independent casualty adjusters and shall will provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after business days of being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall casualty will be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected portion of the Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repairedcasualty, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Losscasualty. The Purchase Price shall will be reduced by the amount of the value of such an uninsured Casualty Loss casualty as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall will not be delayed, but rather, the amount paid at Closing shall such Purchase Price reduction will be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as a part of the final adjustments to be made after Closing as contemplated by Section 2.05; provided, however if the amount of the value of such uninsured casualty is more than five percent (5%) of the Purchase Price, then Buyer may elect to terminate this Agreement.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to the Closing Closing, all or any part of the Assets suffers a Casualty Loss or if any part portion of the Assets is destroyed by fire or other casualty or if any portion of the Assets shall be taken in by condemnation or under the right of eminent domain (all of which are herein called "Casualty Loss" and limited to property damage or if proceedings for such purposes are pending or Threatenedtaking only), Buyer and Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject must agree prior to Sections 11.08 and 11.14. Closing either (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken delete that portion of the Assets if which is subject to the cost Casualty Loss from the Assets, and the Purchase Price shall be reduced by the value allocated to repair, restorethe deleted interest as set out in Exhibit B, or replace a lost() for Buyer to proceed with the purchase of such Assets, damaged, destroyed notwithstanding any such destruction or taken portion taking (without reduction of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date Purchase Price) in accordance with this Section 11.16(b), which case Seller shall pay, at the Closing pay Closing, to Buyer all sums paid to Seller by third parties by reason of such loss, damage, the destruction or takingtaking of such Assets and shall assign, less any reasonable costs transfer and expenses incurred set over unto Buyer all insurance proceeds received by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, as well as all of the right, title, title and interest of Seller in and to any claims, causes of action, unpaid insurance proceeds or condemnation proceeds other payments from third parties arising out of such loss, damage, destruction or taking; provided, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repairhowever, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer if the value of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered Assets affected by insurance (such uncovered portion of the Casualty Loss being referred Loss, not to exceed that allocated in this Section as an "uninsured loss")Exhibit B, exceeds $123,250, Buyer and Seller shall attempt each have the right to agree on terminate this Agreement upon written notification to the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day periodother, the value transaction shall not close, the Performance Deposit shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar refunded to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and thereafter neither Buyer nor Seller shall have any liability or further obligations to the difference between such good faith estimate and other hereunder. Prior to Closing, Seller shall not voluntarily compromise, settle or adjust any amounts payable by reason of any Casualty Loss without first obtaining the value finally determined pursuant hereto shall be included as part written consent of the final adjustments to be made after Closing as contemplated by Section 2.05Buyer.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to Closing, the Closing Property or any part thereof shall be condemned or destroyed or damaged by fire or other casualty, or the condition of the Assets suffers a Casualty Loss or if any part of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or ThreatenedProperty otherwise materially and adversely changes, Seller shall promptly give Buyer written 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 the reasonable estimated cost to repair or restore such condemnation, casualty or other material adverse change exceeds Two Hundred Fifty Thousand Dollars ($250,000); (ii) a material adverse change in the condition of the Property which 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 the condition of 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 to terminate this Agreement by giving notice to Seller within fifteen days of such occurrence, including reasonable particulars with respect theretoSeller's request that the option be exercised, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance shall be extended, if necessary, to provide Purchaser with such fifteen day period to make its election pursuant to this Section 11.16(b)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 at consummate the Closing pay transaction contemplated by this Agreement notwithstanding such condemnation, destruction, damage or material adverse change in condition. If the transaction contemplated by this Agreement is consummated, Purchaser shall be entitled to Buyer receive the condemnation proceeds or settle the loss under all sums paid policies of insurance applicable to Seller by reason of such loss, damage, the destruction or takingdamage and receive the proceeds of insurance applicable thereto, less any reasonable costs if any, and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyershall, at Closing, without recourse 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, all with Purchaser's efforts to obtain the proceeds of insurance and/or condemnation awards applicable to the Property. 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 rightparties, titleterminate and become null and void and neither party shall have any further rights or obligations under this Agreement, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds except those which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution expressly survive termination of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05Agreement.

CASUALTY LOSS AND CONDEMNATION. (a) If 14.1. If, after the date of execution of this Agreement Effective Date and prior to the Closing Closing, all or any part of the Assets suffers a Casualty Loss or if any part portion of the Assets is destroyed by fire or other casualty or if any portion of the Assets shall be taken in by condemnation or under the right of eminent domain (all of which are herein called "Casualty Loss" and limited to property damage or if proceedings for such purposes are pending or Threatenedtaking only), Buyer and Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject must agree prior to Sections 11.08 and 11.14. Closing either (bi) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken delete that portion of the Assets if which is subject to the cost Casualty Loss from the Assets, and the Purchase Price shall be reduced by the value allocated to repairthe deleted interest as set out in Exhibit B or (ii) for Buyer to proceed with the purchase of such Assets, restore, notwithstanding any such destruction or replace a lost, damaged, destroyed or taken portion taking (without reduction of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date Purchase Price) in accordance with this Section 11.16(b), which case Seller shall pay, at the Closing pay Closing, to Buyer all sums paid to Seller by third parties by reason of such loss, damage, the destruction or takingtaking of such Assets and shall assign, less any reasonable costs transfer and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, set over unto Buyer all of the right, title, title and interest of Seller in and to any claims, causes of action, unpaid insurance proceeds or condemnation proceeds other payments from third parties arising out of such loss, damage, destruction or taking; provided, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repairhowever, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer if the value of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable Assets affected by the casualty Loss, not to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance exceed that allocated in Exhibit B, exceeds ten percent (such uncovered portion 10%) of the Casualty Loss being referred to in this Section as an "uninsured loss")Purchase Price, Buyer and Seller shall attempt each have the right to agree on terminate this Agreement upon written notification to the value other, the transaction shall not close and thereafter neither Buyer nor Seller shall have any liability or further obligations to the other hereunder and the Performance Deposit will be returned to Buyer subject to 14.2 below. Prior to Closing, Seller shall not voluntarily compromise, settle or adjust any amounts payable by reason of the uninsured any Casualty Loss on or before without first obtaining the date five (5) days after Buyer receives written notice consent of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus The Parties agree that any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall dispute that cannot be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated settled in good faith by Buyer, and will be settled in accordance with the difference between such good faith estimate and the value finally determined pursuant hereto shall be included Arbitration procedures as part of the final adjustments to be made after Closing as contemplated by Section 2.05set out in Article 18. hereof.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Real Property or any part thereof shall be condemned, or destroyed or 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” (hereinafter defined), 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 damage (and the Closing Date shall be extended as necessary). If 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) If after in the date event of execution of this Agreement a condemnation, to receive the condemnation proceeds and prior to the Closing any part an assignment of the Assets suffers a Casualty Loss or if right to receive any part of the Assets is taken in unpaid condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatenedclaims and proceeds, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such claims and proceeds have not been committed or applied by Seller are payable to any Owner rather than any Company, and (b) in accordance with this Section 11.16(b)the event of a casualty, to an assignment of the claims and proceeds of insurance applicable thereto (to the extent such claims and proceeds are payable to any Owner rather than any Company, and in such repairevent, restoration, or replacement, Seller shall transfer to Buyersuch Owner shall, at Closing, without recourse against Sellerexecute and deliver to Xxxxx all customary proofs of loss, all assignments of claims and other similar items) and the right, title, and interest Owners shall give Xxxxx a credit in the amount of Seller in and any deductible under the applicable insurance policies. Any proceeds or awards paid to any unpaid insurance Company after the date hereof in connection with a casualty or condemnation proceeds arising out shall not be distributed to the members of such lossCompany without the consent of Xxxxx (which consent may be withheld in Mill’s sole discretion), damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting but such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid Company shall be paid entitled to use any such proceeds or awards to repair any damage done by Seller for such purposes or, at Seller’s option, delivered casualty or condemnation to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any its portion of the loss attributable Real Property. If, upon a Material condemnation or casualty prior to a Casualty Loss occurring after Closing, Xxxxx timely elects to terminate this Agreement, the date Xxxxxxx Money shall be returned to Xxxxx, in which event this Agreement shall, without further action of execution the parties, become null and void and no party shall have any further rights or obligations under this Agreement, except for those obligations which by their express terms survive the termination of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by SellerAgreement. For purposes of this Sectionprovision, a condemnation or casualty loss shall be deemed to be “Material” in the event that (i) the value of the uninsured Casualty Loss shall be equal to Property taken or the lesser cost of (i) repairing or restoring the aggregate reduction in Allocated Value portion of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or Property in question would be greater than Ten Million and No/100 Dollars ($10,000,000.00); ); (ii) the amount required to repair the affected portion more than five percent (5%) of the Assets to its condition immediately preceding the occurrence gross leaseable area of the Casualty Loss plus any other Damages which may be suffered building located on account of such Casualty Loss. The Purchase Price shall be reduced the Property is condemned or destroyed or damaged by the amount fire or other casualty; (iii) more than five percent (5%) of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available parking spaces on the scheduled Closing Date, Closing shall 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 be delayed, but rather, waive such right to terminate its Lease; or (v) such loss deprives the amount paid at Closing shall be reduced by Property of access to public roads in a manner that permanently materially and adversely affects the value of the uninsured Casualty Loss estimated in good faith by Buyerapplicable Property; provided, however, that for purposes of this sentence and the difference between such good faith estimate and following sentence only, the value finally determined pursuant hereto term “Property” shall be included 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 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 part required by the terms of any Lease, REA Documents or other agreement to which any Owner or Company is a party or which is otherwise applicable to the Property. The provisions of this Section 7 shall supersede the provisions of any law regarding the allocation of the final adjustments to be made after Closing as contemplated by Section 2.05risk of loss between purchasers and sellers.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to Closing, the Closing Property or any part of the Assets suffers a Casualty Loss or if any part of the Assets is taken in condemnation or under the right of eminent domain or if proceedings for such purposes are pending or Threatened, Seller thereof shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceedingbe condemned, or threatdestroyed or materially damaged by fire or other casualty (that is, subject damage or destruction which Seller reasonably estimates could cost in excess of $1,000,000.00 to Sections 11.08 and 11.14. (b) With regard repair or restore or which materially impedes access to a Casualty Loss the Premises or condemnation occurring after any material part thereof), Purchaser shall have the date of execution of option to terminate this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds which shall be committed or applied exercised by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid delivering written notice thereof to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. within ten (c10) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after days following the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer Purchaser receives written notice of the Casualty Losscondemnation or material damage. If the parties are not able Purchaser elects to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of terminate this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined Agreement pursuant to this SectionSection 6, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, and if 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 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 final determination 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 Seller reasonably estimates could cost $1,000,000.00 or less to repair or restore, or which does not available on materially impede access to the scheduled Property or any material part thereof), Seller shall either completely repair such damage prior to Closing Datein a manner reasonably satisfactory to Purchaser 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 Purchaser’s and Seller’s mutual reasonably estimated cost of repair. If Seller elects to assign all insurance claims to Purchaser as provided for in this Section 6, Purchaser shall receive at Closing a credit against the 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 delayedrequired to assign, but rather, the amount paid at Closing shall be reduced by the value any insurance proceeds for loss of the uninsured Casualty Loss estimated in good faith by Buyer, and rents applicable to the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05period preceding Closing.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to Closing, the Closing Property or any part thereof shall be taken or condemned, a suit filed to take or condemn all or a portion of the Assets suffers a Casualty Loss Property, or if the Property or any part of the Assets portion thereof is taken in condemnation destroyed or under the right of eminent domain damaged by fire or if proceedings for such purposes are pending or Threatenedother casualty, Seller shall promptly give Buyer so notify Purchaser. In such event, provided that either: (i) the reasonable cost to restore the Property due to such damage or destruction is greater than One Million and No/100 Dollars ($1,000,000.00) (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 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 such occurrencea Material Condemnation or the occurrence of a Material Casualty. If (a) the aforementioned casualty is not a Material Casualty, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss the aforementioned taking or condemnation occurring after is not a Material Condemnation, or (c) Purchaser does not elect to terminate this Agreement pursuant to the date provisions of execution 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, Agreement without Buyer’s prior consent, no abatement of the Purchase Price (except that Purchaser shall receive a credit against the Purchase Price in an amount equal to any deductible amount under Seller's casualty insurance or condemnation proceeds payable with respect to the Property) and Purchaser shall be committed 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 (or an assignment of the right to such proceeds) (less any amounts applied against costs incurred or income lost by Seller to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (coccurrence) and Seller shall, at Closing, execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar items. If and Purchaser elects to terminate this Agreement pursuant to the extent any portion 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 loss attributable to a Casualty Loss occurring after parties, become null and void and neither party shall have any further rights or obligations under this Agreement; provided, however, that the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing foregoing shall not be delayed, but rather, limit Seller's recourse against Purchaser under Sections 6 and 11(G) below and under the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included "Confidentiality Agreement" (as part of the final adjustments to be made after Closing as contemplated by Section 2.05hereinafter defined).

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof (a) If after shall be destroyed or materially damaged by fire or other casualty (that is, damage or destruction which Partnership reasonably believes could be in excess of $50,000.00) or (b) shall be the date subject of execution a condemnation proceeding and actual notice of such proceeding shall have been served on Contributor, Partnership shall have the option either to terminate this Agreement and prior or to consummate the Closing 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 Assets suffers Property or Contributor's receipt of actual notice of a Casualty Loss or if any part 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 Assets 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 taken 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 Closing Date is so extended and Partnership elects to consummate the transaction contemplated by this 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 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 transaction contemplated by this Agreement, Partnership shall be entitled to receive the condemnation proceeds or take part in the settlement of the loss under all policies of insurance applicable to the right destruction or damage and receive the proceeds of eminent domain or if proceedings for such purposes are pending or Threatened, Seller shall promptly give Buyer written notice of such occurrence, including reasonable particulars with respect insurance applicable thereto, and Contributor shall, at Closing and thereafter, execute and deliver to Partnership all required proofs of loss, assignments of claims and other similar items. If 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 remain in full force terminate and effect notwithstanding neither party shall have any such destruction, taking, proceeding, further rights or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss or condemnation occurring after the date of execution of obligations under this Agreement, without Buyer’s prior consentexcept as specifically set forth herein. If there is any other damage or, no destruction (that is, damage or destruction which Partnership reasonably believes could be $50,000.00 or less), to the Property or any part thereof, Contributor, at its election, shall either assign all insurance claims pertaining to such damage or condemnation proceeds shall be committed or applied destruction to Partnership by Seller executing and delivering to repairPartnership at Closing and thereafter all required proofs of loss, restoreassignments of claims and other similar items, or replace allow Partnership a lost, damaged, destroyed or taken portion credit against the Purchase Price in an amount reasonably acceptable to both Contributor and Partnership equal to the reasonably estimated cost of the Assets if the cost repair. If Partnership elects to repair, restoretake, or replace a lostContributor elects to make, damaged, destroyed or taken portion an assignment of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller claims as provided for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. (c) If and to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and before Closing is not covered by insurance (such uncovered portion of the Casualty Loss being referred to in this Section as 15, Partnership shall receive at Closing a credit against the Purchase Price in an "uninsured loss"), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be amount equal to the lesser of (iany deductible(s) the aggregate reduction in Allocated Value of the affected Assets resulting from the and uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05amounts applicable thereto.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to Closing, the Closing Property or any part of the Assets suffers a Casualty Loss thereof shall be taken or if any part of the Assets is taken in condemnation condemned, or under the right of eminent domain destroyed or if proceedings for such purposes are pending damaged by fire or Threatenedother casualty, Seller shall promptly give Buyer so notify Purchaser. In such event, provided that either: (i) the reasonable cost to restore the Property due to such damage or destruction is greater than Two Hundred Thousand and No/100 Dollars ($200,000.00), 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 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 such occurrencea 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), including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard 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 without abatement of the Purchase Price (but Purchaser shall be entitled to a Casualty Loss credit at Closing in the amount of Seller's deductible under the applicable policy or condemnation occurring after the date policies of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds insurance) and Purchaser shall be committed entitled during the period following the Review Period and prior to Closing to approve the terms of any insurance settlement, such approval not to be unreasonably withheld or applied by Seller delayed, and to repairreceive at Closing the taking, restore, condemnation or replace a lost, damaged, destroyed insurance proceeds (or taken portion an assignment of the Assets if the cost right to repair, restore, or replace a lost, damaged, destroyed or taken portion of the Assets is projected to exceed $50,000. To the extent such proceeds are not committed or applied by Seller prior to the Closing Date in accordance with this Section 11.16(b), Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, proceeds) (less any reasonable amounts paid for costs and expenses incurred by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied approved by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense Purchaser as a result of such commitment. (c) If occurrence, and less any rents applicable to the extent any portion of the loss attributable to a Casualty Loss occurring after the date of execution of this Agreement and period before Closing is not pursuant to New Leases approved by Purchaser as a result of such occurrence that are covered by insurance (such uncovered portion or included in the award for any taking or condemnation) and Seller shall, at Closing, execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar items. If either Seller or 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 Casualty Loss being referred to in parties, become null and void and neither party shall have any further rights or obligations under this Section as an "uninsured loss"), Buyer and Seller shall attempt to agree on Agreement. However; the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing foregoing shall not be delayedlimit Seller's recourse against Purchaser under Sections 6, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, 10(J) and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.0510(G) below.

CASUALTY LOSS AND CONDEMNATION. (a) If after the date of execution of this Agreement and If, prior to Closing, the Closing Property or any part of the Assets suffers a Casualty Loss or if any part of the Assets is thereof shall be taken in condemnation or under the right of by eminent domain or if proceedings for such purposes are pending condemned, or Threateneddestroyed or damaged by fire or other casualty, Seller shall promptly give Buyer so notify Purchaser. In the event that either: (i) the reasonable cost to restore the Property due to such damage or destruction is greater than One Million Dollars ($1,000,000) (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 to terminate this Agreement by delivery of its written termination notice to Seller within fifteen (15) days of Seller's written notice of such occurrencethereof. If (a) the aforementioned casualty is not a Material Casualty, including reasonable particulars with respect thereto, and this Agreement shall remain in full force and effect notwithstanding any such destruction, taking, proceeding, or threat, subject to Sections 11.08 and 11.14. (b) With regard to a Casualty Loss the aforementioned taking or condemnation occurring after the date of execution of this Agreement, without Buyer’s prior consent, no insurance or condemnation proceeds shall be committed or applied by Seller to repair, restoreis not a Material Condemnation, or replace a lost, damaged, destroyed or taken portion (c) Purchaser does not elect to terminate this Agreement pursuant to the provisions of the Assets if the cost to repair, restore, or replace a lost, damaged, destroyed or taken portion preceding sentence (time being of the Assets is projected essence with respect to exceed $50,000. To any such election), then Seller and Purchaser shall consummate the extent such proceeds are not committed or applied transaction contemplated by Seller prior to this Agreement without abatement of the Closing Date in accordance with this Section 11.16(b)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 to approve the terms of any property insurance settlement, such approval not to be unreasonably withheld or delayed, and to receive at Closing the Closing pay to Buyer all sums paid to Seller by reason of such loss, damage, destruction or taking, condemnation or property insurance proceeds (or an assignment of the right to such proceeds) (less any reasonable amounts applied against costs and expenses incurred or income lost by Seller in collecting such proceeds. In addition and to the extent such proceeds have not been committed or applied by Seller in accordance with this Section 11.16(b), in such repair, restoration, or replacement, Seller shall transfer to Buyer, at Closing, without recourse against Seller, all of the right, title, and interest of Seller in and to any unpaid insurance or condemnation proceeds arising out of such loss, damage, destruction or taking, less any reasonable costs and expenses incurred by Seller in collecting such proceeds. Any such funds which have been committed by Seller for repair, restoration, or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller’s option, delivered to Buyer upon Seller’s receipt from Buyer of adequate assurance and indemnity that Seller shall incur no liability or expense as a result of such commitment. occurrence) plus a credit against the Purchase Price in the amount of any uninsured loss (cas 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. If and Purchaser elects to terminate this Agreement pursuant to the extent any portion 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 loss attributable to a Casualty Loss occurring after the date of execution parties, become null and void and neither party shall have any further rights or obligations under this Agreement except those rights and obligations which expressly survive termination of this Agreement as provided herein and before Closing is not covered by insurance Seller's rights under the Confidentiality Agreement (such uncovered portion of the Casualty Loss being referred to as defined in this Section as an "uninsured loss"8(A) below), Buyer and Seller shall attempt to agree on the value of the uninsured Casualty Loss on or before the date five (5) days after Buyer receives written notice of the Casualty Loss. If the parties are not able to agree on such value within such 5-day period, the value shall be determined by an independent casualty adjuster, experienced in determining casualty losses in matters similar to the disputed Casualty Loss, who shall be selected by Seller from a list of three (3) such independent casualty adjusters that is provided to Seller by Buyer. Said independent casualty adjuster shall be selected by Seller within five (5) days of the written receipt by Seller of Buyer’s written listing of independent casualty adjusters and shall provide both Seller and Buyer with a complete and documented report as to his findings within ten (10) Business Days after being selected by Seller. For purposes of this Section, the value of the uninsured Casualty Loss shall be equal to the lesser of (i) the aggregate reduction in Allocated Value of the affected Assets resulting from the uninsured Casualty Loss, if such affected Assets are not repaired, or (ii) the amount required to repair the affected portion of the Assets to its condition immediately preceding the occurrence of the Casualty Loss plus any other Damages which may be suffered on account of such Casualty Loss. The Purchase Price shall be reduced by the amount of the value of such an uninsured Casualty Loss as finally determined pursuant to this Section, and if such final determination is not available on the scheduled Closing Date, Closing shall not be delayed, but rather, the amount paid at Closing shall be reduced by the value of the uninsured Casualty Loss estimated in good faith by Buyer, and the difference between such good faith estimate and the value finally determined pursuant hereto shall be included as part of the final adjustments to be made after Closing as contemplated by Section 2.05.